Absence of Events. Since September 30, 1997, Frontier has not, except as set forth on Schedule 4.07 or pursuant to this Agreement, done any of the following:
(a) mortgaged, pledged or subjected its properties or assets to any Lien other than a Permitted Encumbrance;
(b) purchased, sold, leased, transferred or otherwise disposed of (i) any Oil and Gas Interests that, individually or in the aggregate, had a fair market value of $50,000 or more; or (ii) any other assets except in the ordinary course of business and consistent with prior practice;
(c) other than in the ordinary course of business and consistent with prior practice, made any change in the rate of compensation, commission, bonus or other direct or indirect remuneration payable, or paid or agreed or orally promised to pay, conditionally or otherwise, any bonus, extra compensation, reimbursement, pension or severance or vacation pay, to any shareholder, partner, director, officer, employee or agent;
(d) issued or sold any shares of capital stock or other securities, or issued, granted or sold any options, rights or warrants with respect thereto;
(e) paid or declared any dividends or distributions, purchased, redeemed, acquired or retired any indebtedness, equity interest or other securities from its equity owners or other security holders (other than note payments made in accordance with the underlying loan or credit agreements and consistent with past practices), made any loans or advances or guaranteed any loans or advances to any person, or otherwise incurred or suffered to exist any liabilities or obligations of any nature (other than current liabilities incurred in the ordinary course of business and consistent with past practices);
(f) canceled, waived or released any rights or claims against, or indebtedness owed by, third parties;
(g) amended its certificate or articles of incorporation, by-laws, or similar documents;
(h) entered into any transaction, contract or commitment other than in the ordinary course of business and consistent with prior practice;
(i) made any capital expenditure or commitment therefor, except in the ordinary course of business;
(j) adopted any employee benefit plan or made any change in any existing employee benefit plans or made any bonus or profit sharing distribution or granted any stock options;
(k) increased indebtedness for borrowed money, or made any loan to any person, other than in the ordinary course of business;
(l) made any change affecting any banking, safe deposit or po...
Absence of Events. Except as set forth in “Item 3 - Legal Proceedings” and “Item 8 – Financial Statements and Supplementary Data” of BFC’s Annual Report on Form 10-K for the year ended December 31, 2012 (the “2012 10-K”) or as contemplated by this Agreement or the Merger Agreement, from December 31, 2012 through the date hereof, the Company has not:
(a) suffered an event which has had or could reasonably be expected to have a Material Adverse Effect;
(b) experienced any material damage, destruction or loss to any of its material assets (whether or not covered by insurance);
(c) sold, exchanged or otherwise disposed of, or pledged, mortgaged or encumbered in any way, any of its material assets or rights or any revenues derived therefrom, other than in the ordinary course of business;
(d) declared or paid or set aside any dividends or reserved funds or authorized or made any distribution upon or with respect to the outstanding Membership Interests or any other securities or equity interests of the Company;
(e) incurred any indebtedness for money borrowed or any other liabilities which individually are in excess of $250,000, or made any loans or advances to any natural person, corporation, limited partnership, general partnership, limited liability company, joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organization, whether or not a legal entity, or any government or governmental agency (each a “Person”), other than advances for travel or other business expenses consistent with past practice;
(f) made any material change in any accounting principle or method or election for federal income tax purposes used by the Company except for changes required by GAAP;
(g) acquired any assets or property or made any capital expenditures, additions or improvements or commitments for the same, except those which do not exceed $250,000 in the aggregate; or
(h) committed to do any of the foregoing.
Absence of Events. No Default or Event of Default has occurred and is continuing and Deepwater is not in default in, nor has any non-permanent waiver been granted to Deepwater with respect to, the performance, observance or fulfillment of any of the obligations, conditions or covenants contained in the Construction Contract, the Drilling Contracts, the Rig Sharing Agreement or the Services Agreements.
Absence of Events. Except as set forth on Schedule 18 hereto or as contemplated by this Agreement, since July 31, 2007 (date of the unaudited consolidated balance sheet), there has not been or occurred: (a) any Material Adverse Effect, (b) any acquisition or disposition by a Consolidated Entity of any material asset or material property other than in the ordinary course of business, (c) any material damage, destruction or loss, whether or not covered by insurance, (d) any declaration, setting aside or payment of any dividend or any other distributions in respect of the capital stock of a Consolidated Entity; (e) any issuance of any shares of the capital stock or membership interests, as the case may be, of a Consolidated Entity or any direct or indirect redemption, purchase or other acquisition of any of the capital stock of any Consolidated Entity; (f) any material increase in the compensation, pension or other benefits payable or to become payable by a Consolidated Entity to any of their respective officers or employees, or any bonus payments or arrangements made to or with any of them, (g) any entry by a Consolidated Entity into any material transaction other than in the ordinary course of business or as contemplated herein; (h) any discharge or satisfaction by a Consolidated Entity of any material Lien or payment by the Company of any material obligation or material liability (fixed or contingent) other than in the ordinary course of business or as contemplated herein, (i) any change in Tax accounting or financial accounting procedures or practices or (j) any other material change in the conduct of the business of a Consolidated Entity.
Absence of Events. No Default or Event of Default has ------------------- occurred and is continuing, and no Construction Period Event of Loss has occurred that has not been remedied before the date hereof and Deepwater is not in default in, nor has any non-permanent waiver been granted to Deepwater with respect to, the performance, observance or fulfillment of any of the obligations, conditions or covenants contained in the Construction Contract, the Drilling Contract or the Services Agreements.
Absence of Events. At each Closing Date no stop order or other judicial or administrative action suspending the sale of the Units will have been issued, and no proceeding for that purpose will have been initiated or threatened.
Absence of Events. Since January 1, 1999, the Seller has not: suffered any material adverse change to the Business or the Assets; permitted or allowed the Business or the Assets to be subject to any Liabilities other than in the ordinary course of business consistent with prior practice; created or incurred any liability other than in the ordinary course of business consistent with prior practice; sold or transferred any of the Business or the Assets; entered into or agreed to enter into any agreement to sell or otherwise dispose of the Business or any of the Assets; done anything to impact negatively the Business or the Assets; or lost any of its book of business or customers except in the ordinary course of business consistent with prior practice.
Absence of Events. The Supplier represents and warrants that the Supplier and the Supplier’s Representatives are not the subject of any investigations or legal proceedings and that the Supplier has no reason to believe that the Supplier or any of the Supplier’s Representatives could be the subject of any investigations or legal proceedings concerning fraud, economic crimes, corruption, breach of trust, forgeries, system intrusions (hacking) or any other similar violations or criminal acts that could affect or could be connected, either directly or indirectly, with this Agreement, Caisse or any of its subsidiaries (an “Event”). The Supplier undertakes to sign all declarations pertaining to the absence of Events at Xxxxxx’x request.
Absence of Events. None of the events set forth in Section 5.1(a) through (m) inclusive hereof shall have occurred.
