Activities Since Balance Sheet Date. Since the Balance Sheet Date, with respect to any Group Company, there has not been:
(a) any change in the assets, liabilities, financial condition or operating results of such Group Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not been, in the aggregate, materially adverse;
(b) any material change in the contingent obligations of such Group Company by way of guarantee, endorsement, indemnity, warranty or otherwise;
(c) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, prospects or business of such Group Company (as presently conducted and as presently proposed to be conducted);
(d) any waiver by such Group Company or any Founder of a valuable right or of a material debt;
(e) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by such Group Company, except such satisfaction, discharge or payment made in the ordinary course of business that is not material to the assets, properties, financial condition, operating results or business of such Group Company;
(f) any material change or amendment to a material contract or arrangement by which such Group Company or any of its assets or properties is bound or subject, except for changes or amendments which are expressly provided for or disclosed in this Agreement;
(g) any material change in any compensation arrangement or agreement with any present or prospective employee, contractor or director;
(h) any sale, assignment or transfer of any Proprietary Assets or other material intangible assets of such Group Company;
(i) any resignation or termination of any key officer or employee of such Group Company, including any Founder;
(j) any mortgage, pledge, transfer of a security interest in, or lien created by such Group Company or any Founder, with respect to any of such Group Company’s properties or assets, except liens for taxes not yet due or payable;
(k) any debt, obligation, or liability incurred, assumed or guaranteed by such Group Company or any Founder, individually or in the aggregate, in excess of US$10,000, unless otherwise approved by the Investors in writing;
(l) any declaration, setting aside or payment or other distribution in respect of any of such Group Company’s share capital, or any direct or indirect redemption, purchase or other acquisition of any of such share capital ...
Activities Since Balance Sheet Date. Since the Seller Balance Sheet Date, there has not been:
(a) any declaration, setting aside or payment or other distribution in respect of any of Seller’s membership interests, or any direct or indirect redemption, purchase or other acquisition of any of such membership interests by Seller other than the repurchase of membership interests from employees, officers, managers or consultants pursuant to agreements approved by the Managers of Seller under which Seller has the option to repurchase such membership interests at cost upon the occurrence of certain events, such as termination of employment or consultancy;
(b) any debt, obligation or liability incurred, assumed or guaranteed by Seller except for those incurred in the ordinary course of Seller’s business (but not in excess of $50,000) and in amounts that would not have a Material Adverse Effect on the assets, condition, affairs or prospects of Seller;
(c) the sale, exchange or other disposition by Seller of any assets or rights other than the sale of inventory in the ordinary course of business;
(d) the entrance by Seller into any material transactions with any of its officers, managers, or employees or any entity controlled by any of such individuals;
(e) any damage, destruction or loss, whether or not covered by insurance, to the Assets or the Acquired Business that has had, or would reasonably be expected to have, a Material Adverse Effect;
(f) any waiver by Seller of a valuable right or of a material debt owed to it;
(g) any change or amendment to a Material Contract or arrangement by which Seller or any of its assets or properties is bound or subject, except for changes or amendments which are expressly provided for or disclosed in this Agreement;
(h) any change in the assets, liabilities, financial condition or operating results of Seller from that reflected in the Seller Financial Statements as of, and for the 7-month period ended, July 31, 2010, except changes in the ordinary course of business that have not been, in the aggregate, material;
(i) any material change in the contingent obligations of Seller by way of guarantee, endorsement, indemnity, warranty or otherwise;
(j) any satisfaction or discharge of any Lien, Encumbrance or claim or payment of any obligation by Seller, except in the ordinary course of business that has not, or would not have, a Material Adverse Effect;
(k) any material change in any compensation arrangement or agreement with any employee;
(l) any sale, assignment or tr...
Activities Since Balance Sheet Date. Since the Company's balance sheet dated August 3 1, 1997 there has not been:
(a) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, or business of the Company;
(b) any waiver by the Company of a valuable right or of a material debt owed to it;
(c) any material change or amendment to a material contract or arrangement by which the Company or any of its assets or properties is bound or subject, except for changes or amendments which are expressly provided for or disclosed in this Agreement;
(d) any loans or guarantees made by the Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances or other advances made in the ordinary course of business;
(e) any declaration, setting aside or payment or other distribution in respect of any of the Company's capital stock, or any direct or indirect redemption, purchase or other acquisition of any such stock by the Company;
(f) any incurrance of indebtedness for money borrowed individually in excess of $50,000 or in excess of $100,000 in the aggregate;
(g) any material change in any compensation arrangement or agreement with any employee;
(h) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(i) any resignation or termination of employment of any key officer of the Company; and
(j) to the Company's knowledge, any other event or condition or any character which would be reasonably likely to materially and adversely affect the assets, properties, financial condition, operating results or business of the Company;
Activities Since Balance Sheet Date. Since the Balance Sheet Date, there has been no material change in the Company, including but not limited to its assets, liabilities, financial condition and operating results.
Activities Since Balance Sheet Date. Since the Balance Sheet Date, there has not been:
(a) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, prospects or business of the Company (as presently conducted and as presently proposed to be conducted);
(b) any waiver by the Company of a valuable right or of a material debt owed to it;
(c) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except such a satisfaction, discharge or payment made in the ordinary course of business that is not material to the assets, properties, financial condition, operating results or business of the Company;
(d) any material change or amendment to a material contract or arrangement by which the Company or any of its assets or properties is bound or subject, except for changes or amendments which are expressly provided for or disclosed in this Loan Agreement;
(e) any material change in any compensation arrangement or agreement with any present or prospective employee, contractor or director not approved by the Company's Board of Directors; or
(f) to the Company's knowledge, any other event or condition of any character which would materially and adversely affect the assets, properties, financial condition, operating results or business of the Company.
Activities Since Balance Sheet Date. Since the Balance Sheet Date, with respect to any Group Company, there has not been:
(a) any change in the assets, liabilities, financial condition or operating results of such Group Company from that reflected in the Financial Statements, except changes that are in the ordinary course of business.
(b) any material change in the contingent obligations of such Group Company by way of guarantee, endorsement, indemnity, warranty or otherwise;
(c) any damage, destruction or loss, whether or not covered by insurance, which would be reasonably likely to have a Material Adverse Effect.
(d) any waiver by such Group Company or any Seller Party of a valuable right or of a material debt;
(e) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by such Group Company, except such satisfaction, discharge or payment made in the ordinary course of business;
(f) any material change or amendment to any Group Company Contract except for changes or amendments which are expressly provided for or disclosed in this Agreement;
(g) any material change in any compensation arrangement or agreement with any present or prospective employee, contractor or director;
(h) any sale, assignment or transfer of any Proprietary Assets or other material intangible assets of such Group Company;
(i) any resignation or termination of any officer or key employee of such Group Company, including any of the Founders;
(j) any mortgage, pledge, transfer of a security interest in, or lien created by such Group Company or any Seller Party, with respect to any of such Group Company’s properties or assets, except liens for taxes not yet due or payable;
(k) any debt, obligation, or liability incurred, assumed or guaranteed by such Group Company in excess of ten thousand U.S. dollars (US$10,000) individually or in excess of twenty-five thousand U.S. dollars (US$25,000) in the aggregate;
(l) any declaration, setting aside or payment or other distribution in respect of any of such Group Company’s share capital, or any direct or indirect redemption, purchase or other acquisition of any of such share capital by such Group Company;
(m) any failure to conduct business in the ordinary course, consistent with such Group Company’s past practices;
(n) any transactions with any of its officers, directors or employees, or any members of their immediate families, or any entity controlled by any of such individuals;
(o) any other event or condition of any character which could reaso...
Activities Since Balance Sheet Date. Since the Buyer Balance Sheet Date, there has not been any change in the assets, liabilities, financial condition or operating results of Buyer from that reflected in the Buyer Financial Statements as of, and for the 6-month period ended, June 30, 2010, except changes in the ordinary course of business that have not been, in the aggregate, material.
Activities Since Balance Sheet Date. Since the Balance Sheet Date, there has not been:
(a) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, prospects or business of the Company (as presently conducted and as presently proposed to be conducted);
(b) any waiver by the Company of a valuable right or of a material debt owed to it;
(c) except as contemplated by Section 4.6, any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except such a satisfaction, discharge or payment made in the ordinary course of business that is not material to the assets, properties, financial condition, operating results or business of the Company;
(d) except with respect to sales of certain assets used in connection with the operations of Akashic Memories Corporation, any material change or amendment to a material contract or arrangement by which the Company or any of its assets or properties is bound or subject, except for changes or amendments which are expressly provided for or disclosed in this Agreement, the Seagate Agreement or the Financing Transactions.
(e) any material change in any compensation arrangement or agreement with any present or prospective employee, contractor or director not approved by the Company's Board of Directors; or
(f) to the Company's knowledge, any other event or condition of any character which would materially and adversely affect the assets, properties, financial condition, operating results or business of the Company.
Activities Since Balance Sheet Date. Since the Balance Sheet ----------------------------------- Date, the Company has not: (a) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock; (b) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $100,000, or in case of indebtedness and/or liabilities individually less than $100,000, in excess of $500,000 in the aggregate; (c) made any loans or advances to any person, other than ordinary advances for travel expenses; (d) sold, exchanged or otherwise disposed of any material tangible or intangible assets or rights other than the sale of inventory in the ordinary course of its business; (e) incurred any damage, destruction or loss of property, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, prospects or business of the Company (as such business is presently conducted and as it is proposed to be conducted); (f) waived a valuable right or a material debt owed to it; (g) satisfied or discharged any lien, claim or encumbrance or payment of any obligation of the Company, except in the ordinary course of business; (h) made any material change or amendment to a material contract or arrangement by which the Company or any of its assets or properties is bound or subject; (i) received notice that there has been a loss of, or material order cancellation by, any major customer of the Company; 8 <PAGE> (j) entered into any material transactions with any of its officers, directors or employees or any entity controlled by any of such individuals; or (k) made any agreement or commitment to do any of the things described in this Section 3.15.
Activities Since Balance Sheet Date. Since the Balance Sheet Date, there has not been:
(a) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, prospects or business of the Company (as presently conducted and as presently proposed to be conducted); or
(b) any material change or amendment to a material contract or arrangement by which the Company or any of its assets or properties is bound or subject, except for changes or amendments which are expressly provided for or disclosed in this Agreement.
