Actions Since Balance Sheet Date. Except as set forth on the Acquired --------------------------------------- Business Disclosure Document, since the date of the Seller's Balance Sheet, the Seller has taken no actions that would be prohibited pursuant to the provisions of this Agreement (without the prior consent of the Purchaser) after the date of this Agreement.
Actions Since Balance Sheet Date. Except as otherwise expressly provided or set forth in, or required by, this Agreement, or as set forth in the Disclosure Schedule, to the best knowledge of the EDL Shareholders, since the Balance Sheet Date, EDL has not: (i) issued or sold, or agreed to issue or sell any of its capital stock, options, warrants, rights or calls to purchase such stock, any securities convertible or exchangeable into such capital stock or other corporate securities, or effected any subdivision or other recapitalization affecting its capital stock; (ii) incurred any material obligation or liability, absolute or contingent, except those arising in the ordinary and usual course of its business that would normally be reflected on the books of such Company; (iii) discharged or satisfied any lien or encumbrance, except in the ordinary and usual course of business, or paid or satisfied any liability, absolute or contingent, other than liabilities as at the Balance Sheet Date in the ordinary and usual course of business; (iv) made any wage or salary increases or granted any bonuses other than wage and salary increases and bonuses granted in accordance with its normal salary increase and bonus policies; (v) mortgaged, pledged or subjected to any lien or other encumbrance any of its properties or assets, or permitted any of its property or assets to be subjected to any lien or other encumbrance, except in the ordinary and usual course of business; (vi) sold, assigned or transferred any of its properties or assets, except in the ordinary and usual course of business; (vii) entered into any material transaction not in the ordinary and usual course of business; (viii) waived any rights of substantial value, or canceled, modified or waived any indebtedness for borrowed money held by it, except in the ordinary and usual course of business; (ix) declared, paid or set aside any dividends or other distributions or payments on its capital stock, or redeemed or repurchased, or agreed to redeem or repurchase, any shares of its capital stock; (x) made any loans or advances to any person, or assumed, guaranteed, or otherwise become responsible for the obligations of any person; or (xi) incurred any indebtedness for borrowed money (except for endorsement, for collection or deposit of negotiable instruments received in the ordinary and usual course of business).
Actions Since Balance Sheet Date. Since the date of the Purchaser's --------------------------------------- Balance Sheet, the Purchaser has taken no action that would be prohibited pursuant to the provisions of this Agreement (without the prior written consent of the Seller, after the date of execution of this Agreement).
Actions Since Balance Sheet Date. Since the date of the balance sheet audited or unaudited, as the case may be, contained in the financial statements referred to in paragraph (j) hereof, Acquiror, except as specifically provided herein and most specifically in Exhibit I hereto, has not taken any action either within or without the ordinary and usual course of business; has not borrowed any money or become liable for any obligations nor become contingently liable for any obligation or liability of itself or others; has paid all of its debts and obligations as they have become due; has not incurred any debt, liability or obligation of any nature to any party except for obligations arising under this Agreement; has not knowingly waived any right of value; has used its best efforts to preserve its business organization intact; and has maintained its books, accounts and records in the usual, customary and ordinary manner and there have not been and will not be any material changes with respect to such Financial Statements from the date of the balance sheet hereof up to and through the closing of the acquisition transaction referred to herein.
Actions Since Balance Sheet Date. Except as set forth on the Acquired Business Disclosure Document, since the date of the Acquired Business Balance Sheet, neither ESI nor EHGI has taken any actions that would be prohibited under the provisions of this Agreement (without the prior consent of the Purchaser ) after the date of this Agreement.
Actions Since Balance Sheet Date. Except as set forth on the Company Disclosure Document, since the date of the Company Balance Sheet and the GBEM Balance Sheet, the Company has taken no actions that would be prohibited under the provisions of this Agreement (without the prior consent of the Purchaser) after the date of this Agreement.
Actions Since Balance Sheet Date. Since the date of the Balance Sheet, except as otherwise provided in this Agreement or in connection with the transactions contemplated hereby, (a) the Company has carried on its business in the usual, regular and ordinary course consistent with past practices (including, without limitation, collection of accounts receivables and payment of accounts payables) and has used all reasonable efforts to (i) preserve intact its business organization and goodwill, (ii) retain the services of its current officers and key employees, and (iii) preserve its relationships with customers, suppliers and others having business dealings with it and (b) except as set forth on Schedule 2.22, the Company has not:
Actions Since Balance Sheet Date. Except as set forth on Schedule 4.33 hereof, since the date of the Company Balance Sheets, the Companies have taken no actions that would be prohibited under the provisions of this Agreement (without the prior consent of the Purchaser) after the date of this Agreement.
Actions Since Balance Sheet Date. Except as set forth on the Acquired Business Disclosure Document, since the date of the Acquired Business Balance Sheet, VTI and ESPL have not taken any actions that would be prohibited under the provisions of this Agreement (without the prior written consent of the Purchaser) after the date of this Agreement.
Actions Since Balance Sheet Date. Except as disclosed on Part 7.11 to the Principals' Disclosure Schedule, since the Balance Sheet Date, Buyer:
