Absence of Unusual Transactions. Except as disclosed in the Choom Disclosure Letter, since March 31, 2020 neither Choom nor any of its Subsidiaries has:
(a) given any guarantee of any debt, liability or obligation of any person;
(b) subjected, or permitted to be subjected, any of its assets to any Lien other than the Permitted Liens;
(c) acquired, sold, leased or otherwise disposed of or transferred any assets, other than in the Ordinary Course;
(d) made or committed to any capital expenditures, other than in the Ordinary Course;
(e) declared or paid any dividend or otherwise made any distribution or other payment of any kind to any of its shareholders or any other person, or taken any corporate proceedings for that purpose;
(f) redeemed, purchased or otherwise retired any of its shares or otherwise reduced its stated capital;
(g) entered into or become bound by any agreement, other than in the Ordinary Course;
(h) amended or terminated any agreement (except for agreements which expire by the passage of time) resulting, collectively or individually, in a material and adverse effect on the business, condition (financial or otherwise), properties, assets (tangible or intangible), liabilities (whether absolute, accrued, conditional, contingent or otherwise), capitalization, operations or results of operations of Choom and its Subsidiaries, taken as a whole;
(i) waived or released any rights which it has or had, or any debts owed to it, resulting, collectively or individually, in a material and adverse effect on the business, condition (financial or otherwise), properties, assets (tangible or intangible), liabilities (whether absolute, accrued, conditional, contingent or otherwise), capitalization, operations or results of operations of Choom and its Subsidiaries, taken as a whole;
(j) increased or modified any of the compensation payable to or to become payable by Choom or any of its Subsidiaries to any of their respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance, change in control or termination pay or any increase or modification of any Employee Plans (including the granting of Choom Options) made to, for or with any of such directors, officers, employees or consultants);
(k) changed any method of accounting or auditing practice; or
(l) agreed or offered to do any of the things described in this Section 24.
Absence of Unusual Transactions. Since December 31, 2013, except as contemplated by this Agreement or as set forth on Schedule 3.1.13, the Seller has not:
3.1.13.1 transferred, assigned, sold or otherwise disposed of any assets or canceled any debts or claims, except in each case in the ordinary and usual course of business consistent with past practices;
3.1.13.2 incurred or assumed any Indebtedness (other than the Seller Note Payable);
3.1.13.3 issued, sold, or transferred any of its membership interests, or issued, granted or delivered any right, option or other commitment for the issuance of any such membership interests;
3.1.13.4 discharged or satisfied any Lien, or paid any obligation or liability (fixed or contingent) other than in the ordinary and normal course of business consistent with past practices;
3.1.13.5 acquired any Person or the business or, except in the ordinary course of business consistent with past practices, the assets of any Person;
3.1.13.6 substantively amended or changed or taken any action to substantively amend or change its Charter Documents;
3.1.13.7 made any general wage or salary increases or paid any bonus, in respect of personnel which it employs, other than increases in the ordinary and normal course of business and consistent with past practices;
3.1.13.8 subjected to any Lien, granted a security interest in, or otherwise encumbered the assets of the Seller, or any of its other assets or property, whether tangible or intangible;
3.1.13.9 made any change in any existing election, or made any new election, with respect to any tax law in any jurisdiction which election could have an effect on the tax treatment of the Seller or the Business;
Absence of Unusual Transactions. Except as set forth on the Disclosure Schedule and except for the Transactions, since December 31, 2017 the Corporation and the Subsidiary have:
4.16.1 conducted their respective business in all material respects only in the Ordinary Course;
4.16.2 not given any guarantee of any debt, liability or obligation of any Person;
4.16.3 not subjected any of its assets, or permitted any of its assets to be subjected, to any Lien other than the Permitted Liens;
4.16.4 not acquired, sold, leased, subleased, pledged, licensed, conveyed, assigned or otherwise disposed of or transferred any assets other than in the Ordinary Course;
4.16.5 not declared any cash dividend or distribution to the Sellers or redeemed, purchased or otherwise retired any of their respective shares or otherwise reduced their respective stated capital;
4.16.6 not adopted a plan or agreement of liquidation, dissolution, restructuring, merger, amalgamation, consolidation or other reorganization;
4.16.7 not made any change in excess of $50,000 per year in any compensation arrangement or agreement with any Employee, officer, director or shareholder of the Corporation or the Subsidiary or agreed to any bonus, severance or change-of-control payment to any Employee, officer, director or shareholder of the Corporation or the Subsidiary, other than any bonus or severance payments in the Ordinary Course or any payment that will be included in the Closing Date Statement;
4.16.8 not made any material change to any Plan, other than any change required by any Law or any change arising from the annual renewal thereof in the Ordinary Course;
4.16.9 not canceled or waived any claims with a potential value in excess of $50,000, other than in the Ordinary Course;
4.16.10 not amended any material Tax Return, made or changed any material election in respect of Taxes, entered into any closing agreement, requested or received any ruling related to Taxes, settled any claim or assessment in respect of Taxes, surrendered any refund, consented to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes, or incurred any liability for Taxes outside of the Ordinary Course;
4.16.11 not changed its fiscal year;
4.16.12 not experienced a Material Adverse Effect;
4.16.13 not made any change in any method of accounting or auditing practice; or
4.16.14 not agreed or offered to do any of the things described in this Section 4.16.
Absence of Unusual Transactions since December 31, 2007 and except as disclosed in the Disclosure Statement, Aquos has not
(i) transferred, assigned, sold or otherwise disposed of any Asset shown or reflected in the Financial Statements or forgiven, cancelled or released any debt or claim, except in the ordinary and normal course of its business,
(ii) incurred or assumed any obligation or liability (fixed or contingent), except unsecured current obligations and liabilities incurred in the ordinary and normal course of its business,
(iii) issued or sold any share in its capital or any warrant, bond, debenture or other corporate security or issued, granted or delivered any right, option or other commitment for the issuance of any such or other security,
(iv) discharged or satisfied any Encumbrance, or paid any obligation or liability (fixed or contingent), other than current liabilities or the current portion of long-term liabilities disclosed in the Financial Statements or current liabilities incurred since the date thereof in the ordinary and normal course of its business,
(v) declared or made any payment of any dividend or other distribution in respect of any of its shares other than in the ordinary and normal course, nor purchased, redeemed, subdivided, consolidated, or reclassified any share in its capital,
(vi) entered into any transaction not in the ordinary and normal course of its business,
(vii) made any gift of money or of any Asset to any Person,
(viii) amended or changed or taken any action to amend or change its constating documents,
(ix) increased or agreed to increase the remuneration of, or paid or agreed to pay any pension, share of profits or other similar benefit to any of its directors, officer or Employees and Contractors or former directors, officers or Employees and Contractors, other than in the ordinary and normal course of its business consistent with past practice and disclosed in writing to the Purchaser,
(x) made any payment of any kind to or on behalf of the Vendor or any Affiliate of the Vendor other than business related expenses, salaries and bonuses in the ordinary and normal course of its business consistent with past practice and as disclosed in the Financial Statements or in writing to the Purchaser,
(xi) mortgaged, pledged, subjected to any lien, granted an option or a security interest in respect of or otherwise encumbered any of its Assets, or
(xii) authorized or agreed or otherwise become committed to do any of the foregoing,
Absence of Unusual Transactions. Since the Balance Sheet Date, the Company has not:
(i) transferred, assigned, sold or otherwise disposed of any of the assets shown in the balance sheet contained in the Financial Statements except in the ordinary and usual course of business;
(ii) except as disclosed in the Financial Statements suffered an operating loss or any extraordinary loss, or waived any rights of substantial value, or entered into any commitment or transaction not in the ordinary and usual course of business where such loss, rights, commitment or transaction is or would be material in relation to the Company or the Business, as the case may be;
(iii) mortgaged, pledged, subjected to lien, granted a security interest in or otherwise encumbered any of the Company's assets; or
(iv) authorized or agreed or otherwise become committed to do any of the foregoing;
(v) declared or paid any dividends; or
(vi) except in the ordinary course of business or pursuant to an interim financing of $1,250,000 provided to the Company in October 1997 by Imperial Bank (the "Imperial Bank Bridge Financing"), incurred any indebtedness.
Absence of Unusual Transactions. Except for the cases specified in the List of Business Transactions (Annex 9) as from 1.10.2022, the Company:
Absence of Unusual Transactions. Except as disclosed in the Disclosure Schedule, since May 31, 2023 the Company has not:
3.21.1 given any guarantee of any debt, liability or obligation of any Person;
3.21.2 subjected any of its assets, or permitted any of its assets to be subjected, to any Encumbrance other than the Permitted Encumbrances;
3.21.3 acquired, sold, leased or otherwise disposed of or transferred any assets other than in the ordinary course of the Business;
3.21.4 made or committed to any capital expenditures, except in the ordinary course of the Business;
3.21.5 declared or paid any dividend or otherwise made any distribution or other payment of any kind or nature to any of its shareholders or any other Person, or taken any corporate proceedings for that purpose;
3.21.6 redeemed, purchased or otherwise retired any of its shares or otherwise reduced its stated capital;
3.21.7 entered into or become bound by any Contract, except in the ordinary course of the Business;
3.21.8 modified, amended or terminated any Contract (except for Contracts which expire by the passage of time) resulting in a Material Adverse Effect;
3.21.9 waived or released any right or rights which it has or had, or a debt or debts owed to it resulting, collectively or individually, in a Material Adverse Effect;
3.21.10 made any change in excess of $10,000 in any compensation arrangement or agreement with any Employee, officer, director or shareholder of the Company;
3.21.11 made any change in any method of accounting or auditing practice; or
3.21.12 agreed or offered to do any of the things described in this Section 3.21.
Absence of Unusual Transactions. Since the end of the fiscal period reported in the Interim Financial Statements;
(i) the Company has not declared or paid any dividend or made any distribution with respect to its share or directly or indirectly redeemed, purchased or otherwise acquired any of its shares;
(ii) except in the ordinary course of business and except as set forth on Schedules 3.1(o), 3.1(bb) and 3.1(cc) hereto and except as otherwise provided for in this Agreement, the Company has not entered into any transaction whereby it has sold or otherwise disposed of any of its assets, incurred or increased any corporate liabilities or indebtedness, granted an Encumbrance over any of its assets, discharged or satisfied any Encumbrance, liability or obligation or made any capital expenditures;
(iii) except as set forth on Schedule 3.1(bb) the Company has not issued or agreed to issue any additional securities;
(iv) the Company has not made any payments or agreed to make any payments to any of its directors, officers, employees or shareholders except in the ordinary course of business;
(v) the Company has not changed any of its accounting or tax policies, except as provided for in this Agreement; and
(vi) the Company has not authorized or agreed or otherwise become committed to do any of the foregoing.
Absence of Unusual Transactions. Except as disclosed, since May 6, 2010, the Company has not with respect to the Business:
a) transferred, assigned, sold or otherwise disposed of any of the Purchased Shares or cancelled any debts or claims of material value except in the ordinary course of business; b) paid or incurred any material obligation or liability (fixed or contingent) other than obligations or liabilities included in the Financial Statements and obligations and liabilities incurred since the date thereof in the ordinary course of business or disclosed in this Agreement; c) Settled any liability, claim, dispute, proceedings, suit or appeal pending against it, the Business or against any of the Purchased Shares.
Absence of Unusual Transactions. Except as contemplated herein, as set out in Schedule 4.1(j) or as disclosed in the Financial Statements or approved in writing by the Purchaser, none of the Purchased Companies has, since September 30, 2010:
(i) transferred, assigned, sold or otherwise disposed of any material Assets shown or reflected in the Financial Statements or cancelled any material debts or claims except in each case in the ordinary course of business;
(ii) issued or sold any shares in its capital or any warrants, bonds, debentures or other corporate securities or issued, granted or delivered any right, option or other commitment for the issue of any such or other securities;
(iii) discharged or satisfied any Encumbrances, or paid any obligation or liability (fixed or contingent), other than current liabilities or the current portion of long term liabilities disclosed in the Financial Statements or current liabilities incurred since the date thereof in the ordinary course of business;
(iv) declared or made any payment of any dividend or other distribution in respect of any of their shares other than in the ordinary course, nor have they purchased, redeemed, subdivided, consolidated, or reclassified any of their shares;
(v) entered into any material transaction not in the ordinary course of business;
(vi) mortgaged, pledged, subjected to any lien, granted an option or a security interest in respect of or otherwise encumbered any material Assets or property, whether real or personal and whether tangible or intangible; or
(vii) authorized or agreed or otherwise have become committed to do any of the foregoing;
