Absence of Specified Changes. From June 30, 2012, there has not been any:
A. Transaction by Seller except in the Ordinary Course of Business;
B. Capital expenditures by Seller exceeding $10,000;
C. Adverse change in the Assets, the Business, the financial condition, liabilities, operations, or prospects of Seller;
D. Destruction, damage to, or loss of any of the Assets (whether or not covered by insurance) that adversely affects the Assets or the financial condition, business, operations, or prospects of Seller;
E. Loss of employees, suppliers, or customers or other event or condition of any character adversely affecting the Assets, the Business, or the financial condition, operations, or prospects of Seller;
F. Change in accounting methods or practices (including, without limitation, any change in depreciation or amortization policies or rates) by Seller;
G. Revaluation by Seller of any of the Assets or the Business;
H. Acquisition or disposition of any of the Assets, except in the Ordinary Course of Business;
I. Amendment or termination of any Contract to which Seller is a party, except in the Ordinary Course of Business;
J. Loan by Seller to any Person, or guaranty by Seller of any loan;
K. Mortgage, pledge, security interest, lien, or other Encumbrance of any of the Assets or the Business;
L. Other event or condition of any character that has or might have an adverse effect on the Assets, the Business, or the financial condition, operations, or prospects of Seller;
M. Incurrence of any liability or obligation (whether absolute, accrued, or contingent) affecting the Seller;
N. Distribution on account of any class of stock or other equity security, including, without limitation, any dividend or redemption;
O. Payment (except in the Ordinary Course of Business) or an increase by Seller of any bonuses, salaries, or other compensation to Selling Principal (or any of his family members) or any shareholder, director, officer, equity owner, agent, or employee of Seller or entry into any employment, severance, or similar Contract with Selling Principal (or any of his family members) or any shareholder, director, officer, equity owner, agent, or employee of Seller; and
P. Agreement by Seller to do any of the things described in the preceding Subsections A through O, inclusive.
Absence of Specified Changes. Except as disclosed on Schedule 2.16, in the Company's Current Report on Form 8-K dated May 19, 1997, in the Company's Annual Report on Form 10-K, in the Company's Quarterly Report on Form 10-Q for the period ended June 30, 1997, or as contemplated by the transactions to be consummated at the Closing, since December 28, 1996, there has not been with respect to the Company (including any Subsidiary) any:
(a) action which would result in a material adverse change, whether direct or indirect, in the business, operations, condition (financial or otherwise), prospects, liabilities or assets of the Company and the Company does not know of any change that is threatened or pending which could have a Material Adverse Effect;
(b) transaction not in the ordinary course of business, including without limitation any sale of all or substantially all of the assets of the Company or any merger of the Company and any other entity;
(c) unfulfilled commitments requiring expenditures by the Company exceeding $250,000 (excluding commitments expressly described elsewhere in this Agreement or the Schedules hereto or which were undertaken in the ordinary course of business consistent with past practice);
(d) material damage, destruction or loss, whether or not insured;
(e) failure to maintain in full force and effect substantially the same level and types of insurance coverage as in effect on December 28, 1996 or destruction, damage to, or loss of any asset of the Company (whether or not covered by insurance) that materially and adversely affects the business, operations, condition (financial or otherwise), prospects, liabilities or assets of the Company;
(f) change in accounting principles, methods or practices, investment practices, claims, payment and processing practices or policies regarding intercompany transactions;
(g) revaluation of any assets or material write down of the value of any inventory;
(h) loan or payment to any stockholder or any declaration, setting aside, or payment of a dividend (whether in cash or in shares of capital stock) or other distribution in respect of its capital stock, or any direct or indirect redemption, purchase or other acquisition of any shares of its capital stock;
(i) issuance or sale of any shares of capital stock or of any other equity security or any security convertible into or exchangeable or exercisable for equity securities (except pursuant to the exercise of outstanding derivative securities or otherwise pursuant to currently auth...
Absence of Specified Changes. Except as set forth on SCHEDULE 6.3 hereof, since the Stub Period Date, there has not been any:
(a) Transactions by Seller relating to the Business except in the ordinary course of Business;
(b) Capital expenditure or purchase commitments by Seller exceeding Five Thousand Dollars ($5,000);
(c) Material adverse change in the financial condition, liabilities, Assets, MDP Business or prospects relating to the Business;
(d) Destruction, damage to, or loss of any MDP Assets of Seller (whether or not covered by insurance) that materially adversely affects the financial condition, MDP Business or prospects relating to the Business;
(e) Labor trouble or other event or condition of any character materially adversely affecting the financial condition, MDP Business, Assets or prospects relating to the Business;
(f) Increase in the salary or other compensation payable or to become payable by Seller to any of its officers, directors, employees or consultants, or the declaration, payment or commitment or obligation of any kind for the payment by Seller of a bonus or other additional salary or compensation to any such person;
(g) Sale or transfer of any MDP Asset of Seller, except in the ordinary course of business;
(h) Execution, creation, amendment or termination of any contract, agreement or license relating to the Business, except in the ordinary course of business;
(i) Loan by Seller to any person or entity, or guaranty or indemnification by Seller of any loan, including any draws on any lines of credit;
(j) Waiver or release of any right or claim of Seller relating to the MDP Assets, except in the ordinary course of business;
(k) Mortgage, pledge or other encumbrance of any MDP Asset of Seller;
(l) Other event or condition of any character that has or might reasonably have a material adverse effect on the financial condition, MDP Business, Assets or prospects of Seller relating to the Business;
(m) Net loss of any MDP customer or third party payer of Seller, after counting increased revenues from new customers and third party payers, resulting in a material adverse change in revenues over five percent (5%) since the Stub Period from the same period in the year 2000.
(n) Distributions to Shareholder or any third parties not contemplated by or inconsistent with this Agreement
(o) Agreement by Seller to do any of the things described in the preceding clauses (a) through (n).
Absence of Specified Changes. After the date of this Agreement there has not been any:
(a) transaction by Seller except in the ordinary course of business as conducted on that date;
(b) capital expenditure by Seller exceeding $10,000.00;
(c) material adverse change in the financial condition, liabilities, assets, business or prospects of Seller;
(d) destruction, damage to, or loss of any assets of Seller (whether or not covered by insurance) that materially and adversely affects the financial condition, business or prospects of Seller;
(e) labor trouble or other event or condition of any character materially and adversely affecting the financial condition, business, assets or prospects of Seller;
(f) change in accounting methods or practices (including, without limitation, any change in depreciation or amortization policies or rates) by Seller;
(g) revaluation by Seller of any of its assets;
(h) sale or transfer of any asset of Seller, except in the ordinary course of business;
(i) execution, creation, amendment or termination of any contract, agreement or license to which Seller is a party;
(j) loan by Seller to any person or entity, or guaranty by Seller of any loan;
(k) waiver or release of any right or claim of Seller, except in the ordinary course of business;
(l) mortgage, pledge or other encumbrance of any asset of Seller;
(m) other event or condition of any character that has or might reasonably have a material and adverse effect on the financial condition, business, assets or prospects of Seller; or
(n) agreement by Seller to do any of the things described in the preceding clauses (a) through (m).
Absence of Specified Changes. Except as contemplated by this Agreement, since September 30, 2004, there has not been any:
(a) transaction by the Company except in the ordinary course of business as conducted prior to that date;
(b) single capital expenditure by the Company exceeding $25,000, and the capital expenditures by the Company have not exceeded $100,000 in the aggregate;
(c) material adverse change in the financial condition, liabilities, assets, business, or prospects of the Company;
(d) destruction, material damage to, or loss of any assets of the Company (whether or not covered by insurance);
(e) labor organizational activity, work stoppage, strike, slowdown, or other event or condition of any character materially and adversely affecting the financial condition, business, assets, or prospects of the Company;
(f) change in accounting methods or practices (including any change in depreciation or amortization polices or rates, or method of inventory valuation) by the Company or change in the manner or timing of payment of trade and other payables or of collection of any receivables; or change in levels of raw materials, supplies, work in progress, or levels of inventory to vary in any material respect from the levels customarily maintained by the Company; or change in selling, pricing, or advertising practices;
(g) revaluation by the Company of any of its assets;
(h) increase in the salary or other compensation or benefits payable or to become payable by the Company to any of its officers, directors, or employees; or the declaration, payment, or commitment or obligation of any kind for the payment by the Company of a bonus or other additional salary, relocation expenses, or other compensation or benefits to any such person, other than normal merit increases consistent with past practices and accrued management bonuses and sales commissions for the year 2004; or payment or commitment to pay any severance or termination pay to any employee or consultant; or transfer of any employee of the Company to or from the employ of Shareholder or any of its affiliates;
(i) sale, pledge, encumbrance, license, or transfer of possession of any asset of the Company except sales of inventory in the ordinary course of business;
(j) amendment or termination of any contract, agreement, license, or arrangement to which the Company is a party other than in the ordinary course of business and except for the termination of any such contract, agreement, license, or arrangement at the end of its term;
(k...
Absence of Specified Changes. To the best of Holdings' and Seller's knowledge, and except as contemplated by this Agreement, since June 30, 1999 there has not been any:
(a) Transaction by Seller except in the ordinary course of business as conducted on that date;
(b) Material adverse change in the financial condition, liabilities, assets, business, or prospects of Seller;
(c) Labor trouble or claim of wrongful discharge or other unlawful labor practice or action;
(d) Declaration, setting aside, or payment of a dividend or other distribution in respect to the shares of Seller, or any direct or indirect redemption, purchase, or other acquisition by Seller of any of its shares;
(e) Increase in the salary or other compensation payable or to become payable by Seller to any of its officers, directors, or employees, or the declaration, payment, or commitment or obligation of any kind for the payment by Seller, of a bonus or other additional salary or compensation to any such person;
(f) Sale or transfer of any asset of Seller except in the ordinary course of business;
(g) Amendment or termination of any contract, agreement, or license to which Seller is a party, except in the ordinary course of business;
(h) Loan by Seller to any person or entity, or guaranty by Seller of any loan;
(i) Waiver or release of any material right or material claim of Seller, except in the ordinary course of business;
(j) Commencement or notice or threat of commencement of any governmental proceeding against or investigation of Seller or its affairs;
(l) Other event or condition of any character that has or might reasonably have a material and adverse effect on the financial condition, business, assets or prospects of Seller;
(m) Issuance or sale by Seller of any of its shares of common stock or of any other of its securities; or
(n) Agreement by Seller to do any of the things described in the preceding clauses (a) through (m).
Absence of Specified Changes. Except as provided on SCHEDULE 8.10 and except for the transactions provided for herein, since the Balance Sheet Date there has not been (a) any transaction by DeSoto or Metroplex relating to or affecting DeSoto or Metroplex in any material respect, except in the ordinary course of business as conducted in 1999; (b) any liability incurred, except liabilities incurred in the ordinary course of business; (c) any capital expenditure exceeding $25,000; (d) any cancellation of any debt or claim or waiver of any right of substantial value (except as provided for in this Agreement); (e) any destruction, damage to or loss of any material asset of DeSoto or Metroplex, whether or not covered by insurance; (f) any new mortgage, pledge or other encumbrance of any asset of DeSoto or Metroplex; (g) any agreement by DeSoto, Metroplex or USP to do any of the things described in this Section 8.10; or (h) any material adverse change in the business or prospects of DeSoto or Metroplex.
Absence of Specified Changes. Except as provided on SCHEDULE 9.10 and except for the transactions provided for herein, since March 31, 1999 there has not been (a) any transaction by Baylor relating to or affecting any Baylor Center in any material respect, except in the ordinary course of business as conducted in 1999; (b) any liability incurred, except liabilities incurred in the ordinary course of business; (c) any capital expenditure at any Baylor Center exceeding $25,000; (d) any cancellation of any debt or claim or waiver of any right of substantial value (except as provided for in this Agreement) by Baylor relating to or affecting any Baylor Center; (e) any destruction, damage to or loss of any material Baylor Center Asset, whether or not covered by insurance; (f) any mortgage, pledge or other encumbrance of any Baylor Center Asset; (g) any agreement by Baylor or any of its Affiliates to do any of the things described in this Section 9.10; or (h) any material adverse change in the business or prospects of any Baylor Center.
Absence of Specified Changes. Since the date of this Agreement, none of the following has occurred:
(i) any event or change in circumstances which has had a materially adverse effect upon the business, assets, properties, financial condition or prospects of the Seller;
(ii) any extraordinary business or financial transaction;
(iii) any destruction, loss of or damage to any property or asset of the Seller, whether or not covered by insurance, the destruction, loss or damage of which has had or could be reasonably expected to have a materially adverse effect upon the business, assets, properties, financial condition or prospects of the Seller;
(iv) any entering into or assumption of any material Contract or obligation by the Seller which has had, or could be reasonably expected to have or create, a materially adverse effect upon the business, assets, properties, financial condition or prospects of, or to be a material cost or obligation to, the Seller;
(v) any change by the Seller in the accounting methods or practices (including, without limitation, any change in depreciation or amortization policies or rates) which have been utilized historically by the Seller , or any reevaluation by the Seller of any of its assets or properties;
(vi) any amendment to or modification of any provision of the Seller's Articles of Incorporation, Bylaws or other governing document of the Seller;
(vii) any sale, lease or other disposition or transfer of any material property or asset of the Seller which was used or useful in the conduct of its business at the time such sale or disposition was made;
(viii) any amendment or termination of any Contract to which the Seller was a party or by which it or any of its assets or properties is or was bound, where the effect of such amendment or termination has had, or could reasonably be expected to have, a materially adverse effect upon the business, assets, properties, financial condition or prospects of the Seller;
(ix) any waiver or release of any material right or claim of the Seller, except in the ordinary course of its business;
(x) any imposition of any Lien or other liability or obligation on any property or asset of the Seller, or any judgment rendered against the Seller;
(xi) any other event or condition of any character that is or might reasonably be deemed to have a materially adverse effect upon the business, assets, properties, financial condition or prospects of the Seller; or
(xii) any Contract entered into by or on behalf of the Seller, to do any of...
Absence of Specified Changes. Except as provided herein, Licensee has not, and from the date hereof to and including the Closing, Licensee will not have: (i) mortgaged, pledged, subjected to lien, charged, encumbered or granted a security interest, tangible or intangible, in its assets; or (ii) suffered any damage, destruction or loss (whether or not covered by insurance) or waived any rights of substantial value, except, notwithstanding anything herein, for the need of Licensee to compensate certain consultants and professionals with shares of its Common Stock prior to the Closing, and after giving effect to this and the issuance of the 21,000,000 Shares above, approximately sixty nine million shares remain available for issuance subject to proper formalities and issuance requirements.
