ACTIONS IN THE ORDINARY COURSE OF BUSINESS. Since the date of Company's Base Balance Sheet, Company (i) has not taken any action outside the ordinary and usual course of business; (ii) has not borrowed any money or become contingently liable for any obligation or liability of another; (iii) has not failed to pay any of its debts and obligations as they become due; (iv) has not incurred any debt, liability, or obligation of any nature to any party, except for obligations arising from the purchase of goods or the rendition of services in the ordinary course of business; and (v) has not failed to use its best efforts to preserve its business organization intact, to keep available the services of its employees and independent contractors, and to preserve its relationships with its customers, suppliers, and others with which it deals.
ACTIONS IN THE ORDINARY COURSE OF BUSINESS. Since the date of Company’s Base Balance Sheet, neither Company nor any subsidiary of Company (i) has taken any action or entered into any material transaction, other than contemplated hereby, outside the ordinary and usual course of business; (ii) has borrowed any money or become contingently liable for any obligation or liability of another; (iii) has failed to pay any of its debts and obligations as they become due; (iv) has incurred any debt, liability, or obligation of any nature to any party, except for obligations arising from the purchase of goods or the rendition of services in the ordinary and usual course of business; (v) has failed to use its best efforts to preserve its business organization intact, to keep available the services of its employees and independent contractors, or to preserve its relationships with its customers, suppliers, and others with which it deals; (vi) has sold, transferred, leased, or encumbered any of its assets or properties outside the ordinary and usual course of business; (vii) has waived any material right; (viii) has written off any assets or properties; or (ix) has hired any employees or increased the compensation of any employees outside the ordinary and usual course of business.
ACTIONS IN THE ORDINARY COURSE OF BUSINESS. Except as disclosed in the SEC Filings and except for an aggregate of $100,785 which has been advanced to the Company by Zoi or one or more entities controlled by him to fund continuing operations of the Company, to knowledge of the Seller or Zoi, since January 1, 2011, neither the Company nor any of its subsidiaries (i) has taken any action or entered into any material transaction, other than contemplated hereby, outside the ordinary and usual course of business; (ii) has borrowed any money or become contingently liable for any obligation or liability of another outside the ordinary and usual course of business; (iii) has failed to pay any of its uncontested debts and obligations as they become due; (iv) has incurred any debt, liability, or obligation of any nature to any party, except for obligations arising from the purchase of goods or the rendition of services in the ordinary and usual course of business; (v) has failed to use its best efforts to preserve its business organization intact, to keep available the services of its employees and independent contractors, or to preserve its relationships with its customers, suppliers, and others with which it deals; (vi) has sold, transferred, leased, or encumbered any of its assets or properties outside the ordinary and usual course of business; (vii) has waived any material right, (viii) has written off any assets or properties; or (ix) has hired any employees or, other than decreasing in 2011 and then increasing later in 2011 the compensation of certain employees of the Company, increased the compensation of any employees outside the ordinary and usual course of business.
ACTIONS IN THE ORDINARY COURSE OF BUSINESS. Except as set forth in Section 4.1(g) of the CWI Disclosure Letter, since April 30, 1999 CWI has not: (i) to CWI's knowledge taken any action outside the ordinary and usual course of business; (ii) borrowed any money or, to CWI's knowledge, become contingently liable for any obligations or liability of another; (iii) to CWI's knowledge, failed to pay all of its debts and obligations as they become due or prior to the imposition of any penalties or interest; (iv) incurred any debt or, to CWI's knowledge, any other liability or obligation of any nature to any party except for obligations arising from the purchase of goods or the rendition of services in the ordinary course of business, none of which aggregate more than $100,000 with respect to the same supplier or customer; (v) failed to use commercially reasonable efforts to preserve its business organization intact, to keep available the services of its employees and independent contractors, or to preserve its relationships with its customers, suppliers and others with which it deals; (vi) increased or committed to increase the salary or compensation of any officer; or (vii) made any material change in its practices, operations or policies with respect to the method for selling goods or services, or other method for accounting for sales, the conduct of accounts receivable collection or accounts payable payment activities or the maintenance of inventory levels.
ACTIONS IN THE ORDINARY COURSE OF BUSINESS. Since May 31, 1998, Delta has not (i) taken any action outside of the ordinary and usual course of business; (ii) borrowed any money or become contingently liable for any obligation or liability of another; (iii) failed to pay any of its debts and obligations as they became due; (iv) incurred any debt, liability or obligation of any nature to any party except for obligations arising from the purchase of goods or the rendition of services in the ordinary course of business, none of which aggregate more than $10,000 with respect to the same supplier or customer; (v) knowingly waived any right of substantial value; (vi) failed to use its best efforts to preserve its business organization intact, to keep available the services of its employees, or to preserve its relationships with its customers, suppliers and others with which it deals; or (vii) increased or committed to increase the salary, fee or compensation of any officer, employee, independent contractor, agent, firm or person performing services for it.
ACTIONS IN THE ORDINARY COURSE OF BUSINESS. Except for the debt and equity financings contemplated by Section 6.1(n), since March 31, 1999, neither Intellicell nor any of its Subsidiaries has: (i) to Intellicell's knowledge, taken any action outside the ordinary and usual course of business; (ii) borrowed any money or, to Intellicell's knowledge, become contingently liable for any obligations or liability of another; (iii) to Intellicell's knowledge, failed to pay all of its debts and obligations as they become due or prior to the imposition of any penalties or interest; (iv) incurred any debt or, to Intellicell's knowledge, any other liability or obligation of any nature to any party except for obligations arising from the purchase of goods or the rendition of services in the ordinary course of business, none of which aggregate more than $100,000 with respect to the same supplier or customer; (v) failed to use commercially reasonable efforts to preserve its business organization intact, to keep available the services of its employees and independent contractors, or to preserve its relationships with its customers, suppliers and others with which it deals; (vi) increased or committed to increase the salary or compensation of any officer; or (vii) made any material change in its practices, operations or policies with respect to the method for selling goods or services, or other method for accounting for sales, the conduct of accounts receivable collection or accounts payable payment activities or the maintenance of inventory levels.
ACTIONS IN THE ORDINARY COURSE OF BUSINESS. Except for the debt and equity financings contemplated by Section 6.1(n), since March 31, 1999, neither Intellicell nor any of its Subsidiaries has: (i) to Intellicell's knowledge, taken any action outside the ordinary and usual course of business; (ii) borrowed any money or, to Intellicell's knowledge, become contingently liable for any obligations or liability of another; (iii) to Intellicell's knowledge, failed to pay all of its debts and obligations as they become due or prior to the imposition of any penalties or interest; (iv) incurred any debt or, to Intellicell's knowledge, any other liability or obligation of any nature to any party except for obligations arising from the purchase of goods or the rendition of services in the ordinary course of business, none of which aggregate more than $100,000 with respect to the same supplier or customer; (v) failed to use commercially reasonable efforts to preserve its business organization intact, to keep available the services of its employees and independent contractors, or to preserve its relationships with its customers, suppliers and others with which it deals; (vi) increased or committed to increase the salary or compensation of any officer; or (vii) made any material change in its practices, operations or policies with respect to the method for selling goods or services, or other method for accounting for sales, the conduct of accounts receivable collection or accounts payable payment activities or the maintenance of inventory levels.
(i) NO MATERIAL ADVERSE CHANGE. Since March 31, 1999, there has not been and, to the knowledge of Intellicell, there is not threatened (i) any material adverse change in the financial condition, business, properties, assets or results of operations of Intellicell and its Subsidiaries, taken as a whole; (ii) any loss or damage (whether or not covered by insurance) to any of the assets or properties of Intellicell or its Subsidiaries which materially affects or impairs their ability to conduct their respective businesses; (iii) any event or condition of any character which has materially and adversely affected the business or prospects (financial or otherwise) of Intellicell or any of its Subsidiaries; or (iv) any mortgage or pledge of any material amount of the assets or properties of Intellicell or any of its Subsidiaries, or any indebtedness incurred by Intellicell or any of its Subsidiaries, other than indebtedness, not material in the aggregate, incurred in the ordinar...
ACTIONS IN THE ORDINARY COURSE OF BUSINESS. Since the date of Company's Base Balance Sheet, and except for the transactions contemplated by this Agreement, neither Company nor any subsidiary of Company (i) has taken any action or entered into any material transaction outside the ordinary and usual course of business; (ii) has borrowed any money or become contingently liable for any obligation or liability of another; (iii) has failed to pay any of its debts and obligations as they become due; (iv) has incurred any debt, liability, or obligation of any nature to any party, except for obligations arising from the purchase of goods or the rendition of services in the ordinary and usual course of business; (v) has failed to use its best efforts to preserve its business organization intact, to keep available the services of its employees and independent contractors, or to preserve its relationships with its customers, suppliers, and others with which it deals; (vi) has sold, transferred, leased, or encumbered any of its assets or properties outside the ordinary and usual course of business; (vii) has waived any material right; (viii) has written off any assets or properties; or (ix) has hired any employees or increased the compensation of any employees outside the ordinary and usual course of business.
ACTIONS IN THE ORDINARY COURSE OF BUSINESS. If this Agreement is executed before the Closing Date, from the date hereof until the Closing Date, Seller:
(i) will not take any action outside of the ordinary and usual course of business;
(ii) will not borrow any money or become contingently liable for any obligation or liability of another in connection with the Business;
(iii) will pay all of its debts and obligations related to the Business as they become due;
(iv) will not, without the consent of Buyer, incur any debt, liability or obligation of any nature which is contemplated to extend beyond the Closing Date,
(v) will not knowingly waive any right of substantial value related to the Business; and
(vi) will use its best efforts to preserve the Business intact, and to preserve its relationships with its customers, suppliers and others with whom it deals.
ACTIONS IN THE ORDINARY COURSE OF BUSINESS. Since the date of Seller's Base Balance Sheet, with respect to the Business, Seller has not (i) taken any action outside the ordinary and usual course of business in any material respect; (ii) borrowed any money or become contingently liable for any obligation or liability of another to the extent that any of the foregoing would result in or increase an Assumed Liability or have a material adverse effect on the conduct of the Business, the Transferred Assets, the Assumed Liabilities, or the performance of this Agreement, except, in all cases, in the ordinary course of business and consistent with past practices; (iii) failed to pay any of its debts and obligations as they become due to the extent that any of the foregoing would result in or increase an Assumed Liability or have a material adverse effect on the conduct of the Business, the Transferred Assets, the Assumed Liabilities, or the performance of this Agreement, except, in all cases, in the ordinary course of business and consistent with past practices; (iv) incurred any debt, liability, or obligation of any nature to any party, except for obligations arising from the purchase of goods or the rendition of services in the ordinary course of business to the extent that any of the foregoing would result in or increase an Assumed Liability or have a material adverse effect on the conduct of the Business, the Transferred Assets, the Assumed Liabilities, or the performance of this Agreement; or (v) failed to use all reasonable commercial efforts to preserve its business organization intact, to keep available the services of its employees and independent contractors, or to preserve its relationships with its customers, suppliers, and others with which it deals.
