Business to Date. (a) Since the date of the Financial Statements, except as provided in Schedule 3.7(a) attached hereto and except if presented in any of the provisions of Section 3 of this Agreement: (i) neither the Company nor the Subsidiary has amended any of its Organisational Documents; (ii) neither the Company nor the Subsidiary has entered into any transaction in excess of $25,000 per transaction or greater than $100,000 in the aggregate for a series of related transactions, as to both; (iii) there has been no material adverse change in the business, prospects (in so far as they may reasonably be foreseen), operations, assets, liabilities, or condition (financial or otherwise) of the Company or the Subsidiary; (iv) neither the Company nor the Subsidiary has made any payment of, or declaration, setting a record date, setting aside or authorizing the payment of, any dividend or other distribution in respect of any shares of capital stock of the Company or the Subsidiary or made any purchase, repurchase, redemption, retirement or other acquisition by the Company or the Subsidiary, of any of the outstanding shares of capital stock or other securities of, or other ownership interest in, the Company or the Subsidiary; (v) there has not been any transfer, issue, sale or other disposition by the Company or the Subsidiary of any shares of capital stock or other securities of the Company or the Subsidiary or any grant of options, warrants, calls or other rights to purchase or otherwise acquire shares of such capital stock or such other securities; (vi) neither the Company nor the Subsidiary has increased or entered into an agreement to increase the compensation payable or to become payable, or awarded or paid any bonuses to employees, consultants, independent contractors, officers, directors, shareholders or representatives of the Company or the Subsidiary or agreed to increase the coverage or benefits available under any severance pay, deferred compensation, bonus or other incentive compensation, pension or other employee benefit plan, payment or arrangement made to, for or with such employees, consultants, independent contractors, officers, directors, shareholders or representatives, other than in the ordinary course of business consistent with past practice and with the Company’s or the Subsidiary’s operating expense budget; (vii) there has not been satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company or the Subsidiary, exc...

Business to Date. The Borrower’s sole purpose is to operate in the Field of Operation. Since its incorporation, the Borrower has not engaged in any other business activity.

Business to Date. 5.5.1. Since December 31, 2020, except as provided in Schedule 5.5.1: 5.5.1.1. the Company has not entered into any transaction pursuant to which the Company is required to pay an amount in excess of US$ 30,000 per transaction; 5.5.1.2. there has been no material adverse change in the business, operations, assets, liabilities, or condition (financial or otherwise) of the Company; 5.5.1.3. the Company has not declared or paid any cash dividend or made any distribution on its shares or effected any split of any of its outstanding securities or otherwise changed its capitalization or capital structure in any manner; 5.5.1.4. there has been no sale, assignment, or transfer of any tangible asset of the Company except in the ordinary course of business and no sale, assignment, or transfer of any patent, trademark, trade secret, or other intangible asset of the Company; 5.5.1.5. the Company has not issued any shares, stock options, warrants, appreciation rights or any other security; 5.5.1.6. the Company has not amended any provisions of the Organizational Documents; 5.5.1.7. the Company has not commenced or settled any civil or criminal litigation or arbitration or administrative proceedings or investigations; 5.5.1.8. the Company has not changed any method of accounting or accounting practice; 5.5.1.9. the Company has not, directly or indirectly, engaged in any transaction, or made any loan to any officer, director, partner, shareholder, Employee Contractor or agent of the Company; 5.5.1.10. the Company has not created or permitted to exist any Security Interest affecting the Company or any of its respective assets or rights, whether tangible or intangible; 5.5.1.11. the Company has not incurred or assumed any material obligation or liability (fixed or contingent) except unsecured current obligations and liabilities incurred in the ordinary course of business and in a manner consistent with past practice; 5.5.1.12. the Company has not discharged or satisfied any Security Interest or paid any obligation or liability (fixed or contingent) in relation to its business except in the ordinary course of business and in a manner consistent with past practice; 5.5.1.13. the Company has not made or changed any election, changed an annual accounting period, adopted or changed any accounting method, filed any material amended Tax Return, entered into any closing agreement, settled any Tax Contest or assessment, surrendered any right to claim a refund of Taxes, consented to...

Business to Date. (a) Since December 31, 2006, (and in the case of paragraph (i) below, since June 30, 2007) except as provided in Schedule 3.4(a) attached hereto: (i) neither the Company nor the Subsidiary has entered into any sale, purchase order, borrowing or other financial transaction in excess of $750,000 per transaction or greater than $2,000,000 in the aggregate as to both; (ii) there has been no material adverse change in the business, operations, assets, liabilities, or condition (financial or otherwise) of the Company or the Subsidiary or any material adverse change in any of the Ituran, Arad, Korea or China projects (beyond that described in Schedule 3.4(a)). Without derogating from the above, it is clarified that an unconditional notice in writing from KLIC stating that the Second Phase and Third Phase of the project in Korea are terminated shall be deemed a material adverse change pursuant to this Agreement (regardless of the reason for such termination); (iii) neither the Company nor the Subsidiary has declared or paid any cash dividend or made any distribution on its shares, other than the Dividend Distribution Immediately Prior to Closing or any other distribution which does not reduce the Net Cash below $5 million and does not breach the ratios provided for in Sections 2.1 (a)(iv) and (v) with respect to Net Tangible Assets, the Current Ratio and the Quick Ratio; and (iv) there has been no sale, assignment, or transfer of any tangible asset of the Company or the Subsidiary except in the ordinary course of business and no sale, assignment, or transfer of any patent, trademark, trade secret, or other intangible asset of the Company. (b) Since June 30th, 2007, neither the Company nor the Subsidiary have incurred any debts or financial liabilities of any nature whatsoever, fixed or variable or contingent, or known, which are currently unpaid, except as shown on Schedule 3.4(b) (except for debts or financial liabilities of up to $500,000 in the aggregate as to both the Company and the Subsidiary. (c) There are no outstanding debts owed to the Company or the Subsidiary other than accounts receivable in the ordinary course of business except as detailed in Schedule 3.4(c). (d) There are no bad or doubtful debts on the Company’s or the Subsidiary’s books at the date hereof, except as specified in the Financial Statements. (e) Full and accurate details of all bank accounts, overdrafts, loans, guarantees or other financial facilities outstanding or available to the ...

Business to Date. 4.6.1. Except as contemplated by this Agreement and for actions taken in connection with the negotiation of this Agreement and the Transaction which are reflected in Schedule ‎4.6.1 to the Disclosure Schedule, since December 31, 2016 until the date hereof (i) the Company conducted their business in the Ordinary Course of Business, and (ii) there has not been any event, change, occurrence or circumstance that has had a Company Material Adverse Effect on the Company. As amplification and not in limitation of the foregoing, except as set forth on Schedule ‎4.6.1 to the Disclosure Schedule, since December 31, 2016, there has been: 4.6.1.1. no event, occurrence, development, circumstance, or state of facts event or development which, individually or in the aggregate, has had, or would reasonably be expected to have in the future, a Company Material Adverse Effect; 4.6.1.2. no declaration, setting aside or payment of any dividend or other distribution with respect to, or any direct or indirect redemption or acquisition of, any of the Company’s share capital by the Company or by any other Person; 4.6.1.3. no waiver of any valuable right of the Company under any Material Contract; 4.6.1.4. no loan by the Company to any officer, director, employee or shareholder of the Company, or any agreement or commitment therefor, or the engagement by the Company in any transaction with any employee, officer, director or security holder of the Company, other than the payment of normal wages and salaries to employees in the Ordinary Course of Business and advances to employees in the Ordinary Course of Business for travel and similar business expenses; 4.6.1.5. no material loss, destruction or damage to any property or assets of the Company, whether or not insured; 4.6.1.6. no labor disputes or union organizing campaign involving the Company; 4.6.1.7. no acquisition, license or disposition of any material portion of the Company’s assets, including any Company Intellectual Property Assets (or any Contract in respect of such assets), otherwise than for fair value in the Ordinary Course of Business; 4.6.1.8. no Security Interest imposed or created on any of the assets or properties of the Company; 4.6.1.9. no assignment, termination, modification or amendment of any Material Contract to which the Company was or is a party, except for any termination, modification or amendment made in the Ordinary Course of Business and which would not, either individually or in the aggregate, be ma...

Business to Date. (a) Since December 31, 2017, except as set forth in Schedule 3.4(a) attached hereto: (i) except in the Ordinary Course of Business, neither the Company nor any Subsidiary has entered into any sale or purchase order in excess of $750,000 (seven hundred and fifty thousand Dollars) per transaction or greater than $2,000,000 (two million Dollars) in the aggregate as to both; (ii) the Business of the Company and the Subsidiaries has been carried on and conducted in all material respects, in the Ordinary Course of Business consistent with past practice, and there has been no Seller Material Adverse Effect; (iii) the Company has not declared or paid any cash dividend or made any distribution on its shares (except as provided under Section 2.1(iii)); (iv) except in the Ordinary Course of Business, there has been no sale, assignment, or transfer of any tangible asset of the Company or the Subsidiaries and no sale, assignment, or transfer of any patent, trademark, trade secret, or other intangible asset of the Company or the Subsidiaries. (b) Neither the Company nor any Subsidiary have incurred any financial Liabilities, fixed or variable or contingent, or known (other than additional financial Liabilities of up to $1,000,000 (one million Dollars) in the aggregate as to both the Company and the Subsidiaries), except in the Ordinary Course of Business or as shown on Schedule 3.4(b). (c) There are no material outstanding debts owed to the Company or the Subsidiaries other than accounts receivable in the Ordinary Course of Business except as detailed in Schedule 3.4(c). (d) There are no bad or doubtful debts owed to the Company on the Company’s or the Subsidiaries’ books at the date hereof, except bad or doubtful debts that arose in the Ordinary Course of Business. (e) A list of all bank accounts, overdrafts, loans, guarantees or other financial facilities outstanding or available to the Company or the Subsidiaries is contained in Schedule 3.4(e).

Related to Business to Date

Business Time From and after the Effective Date, the Executive agrees to devote his full attention during normal business hours to the business and affairs of the Company and to use his best efforts to perform faithfully and efficiently the responsibilities assigned to him hereunder, to the extent necessary to discharge such responsibilities, except for (i) time spent in managing his personal, financial and legal affairs and serving on corporate, civic or charitable boards or committees, in each case only if and to the extent not substantially interfering with the performance of such responsibilities, and (ii) periods of vacation and sick leave to which he is entitled. It is expressly understood and agreed that the Executive's continuing to serve on any boards and committees on which he is serving or with which he is otherwise associated immediately preceding the Effective Date shall not be deemed to interfere with the performance of the Executive's services to the Company.
Operation of the Business Except as set forth on Section 10.1 of the Sentech Disclosure Schedule, as contemplated by this Agreement or as expressly agreed to in writing by Sensec and Ensec, during the period from the date of this Agreement to the Effective Time, Sentech and its Subsidiaries will conduct their operations only in the ordinary course of business consistent with sound financial, operational and regulatory practice, and will take no action which would materially adversely affect their ability to consummate the Transactions. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or except as disclosed in the Sentech Disclosure Schedule, prior to the Effective Time, neither Sentech nor any of its Subsidiaries will, without the prior written consent of Sensec and Ensec: (a) amend its Charter Documents or bylaws (or similar organizational documents); (b) authorize for issuance, issue, sell, deliver, grant any options for, or otherwise agree or commit to issue, sell or deliver any shares of its capital stock or any other securities, other than pursuant to and in accordance with the terms of any Existing Options or Sentech Warrants listed on the Sentech Disclosure Schedule; (c) recapitalize, split, combine or reclassify any shares of its capital stock; declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; or purchase, redeem or otherwise acquire any of its or its Subsidiaries' securities or modify any of the terms of any such securities; (d) (i) create, incur, assume or permit to exist any long-term debt or any short-term debt for borrowed money other than under existing notes payable, lines of credit or other credit facilities or in the ordinary course of business, or with respect to its Wholly-Owned Subsidiaries in the ordinary course of business; (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person except its Wholly-Owned Subsidiaries in the ordinary course of business or as otherwise may be contractually required and disclosed in the Sentech Disclosure Schedule; or (iii) make any loans, advances or capital contributions to, or investments in, any other Person except its Wholly-Owned Subsidiaries; (i) amend any Sentech Benefit Plan or (ii) except in the ordinary course of business consistent with usual practice or established policy (a) increase in any manner the rate of compensation of any of its directors, officers or other employees everywhere, except for increases in the ordinary course of business; (b) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Benefit Plans disclosed in the Sentech Disclosure Schedule or in the ordinary course of business; or (c) amend, terminate or enter into any employment, consulting, severance, change in control or similar agreements or arrangements with any of its directors, officers or other employees; (f) enter into any material agreement, commitment or contract, except agreements, commitments or contracts for the purchase, sale or lease of goods or services in the ordinary course of business; (g) other than in the ordinary course of business, authorize, recommend, propose or announce an intention to authorize, recommend or propose, or enter into any Contract with respect to, any (i) plan of liquidation or dissolution, (ii) acquisition of a material amount of assets or securities, (iii) disposition or Encumbrance of a material amount of assets or securities, (iv) merger or consolidation or (v) material change in its capitalization; (h) change any material accounting or Tax procedure or practice; (i) take any action the taking of which, or knowingly omit to take any action the omission of which, would cause any of the representations and warranties herein to fail to be true and correct in all material respects as of the date of such action or omission as though made at and as of the date of such action or omission; (j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Disclosure Schedule; or (k) commit or agree to do any of the foregoing.
Requirements Pertaining Only to Federal Grants and Subrecipient Agreements If this Agreement is a grant that is funded in whole or in part by Federal funds:
Capitalization of the Company and its Subsidiaries The Company's authorized capital stock consists solely of (a) 20,000,000 shares of common stock, $0.05 par value per share ("Company Common Stock"), and (b) 10,000,000 shares of preferred stock, $1.00 par value per share ("Company Preferred Stock"). As of October 31, 1997, (i) 3,891,981 shares of Company Common Stock were issued and outstanding, (ii) 201,385 shares of Company Common Stock were issuable upon the exercise of outstanding options, an additional 230,749 shares of Company Common Stock were issuable upon the exercise of options that are not currently outstanding but are reserved for issuance upon the designation of optionees by the Board of Directors of the Company and 154,175 shares of Company Common Stock were issuable upon the exercise or conversion of outstanding warrants or convertible securities granted or issuable (on a contingent basis or otherwise) by the Company, and (iii) no shares of Company Preferred Stock were issued and outstanding. Since October 31, 1997, except as disclosed in Section 4.4 of the Company Disclosure Schedule, the Company has not issued any shares of its capital stock except upon the exercise of such options, warrants or convertible securities. Each outstanding share of capital stock of the Company and each Subsidiary is duly authorized and validly issued, fully paid and nonassessable and free of any preemptive rights. As of the date hereof, other than as set forth above, in the Company SEC Documents (as defined in Section 4.7) or in Section 4.4 to the Company Disclosure Schedule, there are no outstanding shares of capital stock or subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by the Company or either Subsidiary of any securities of the Company or either Subsidiary, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of the Company or either Subsidiary; and neither the Company nor either Subsidiary has any obligation of any kind to issue any additional securities or to pay for securities of the Company or either Subsidiary or any predecessor. The Company has no outstanding bonds, debentures, notes or other similar obligations the holders of which have the right to vote generally with holders of Company Common Stock.
Incorporation and Good Standing of the Company and its Subsidiaries The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement. Each subsidiary of the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all of the issued and outstanding capital stock or other equity interests of the subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.
Business Names Other than its full corporate name, Borrower has not conducted business using any trade names or fictitious business names except as shown on the Supplement.
State Business Licenses The Servicer or the Certificateholder shall prepare and instruct the Trust to file each state business license (and any renewal thereof) required to be filed under applicable state law without further consent or instruction from the Instructing Party (as defined in the Trust Agreement), including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation.
Certain Business Matters No member of any Group shall have any duty to refrain from (i) engaging in the same or similar activities or lines of business as any member of any other Group, (ii) doing business with any potential or actual supplier or customer of any member of any other Group, or (iii) engaging in, or refraining from, any other activities whatsoever relating to any of the potential or actual suppliers or customers of any member of any other Group.
Non-Company Business Except with the prior written consent of the Board, Executive will not during the term of Executive’s employment with the Company undertake or engage in any other employment, occupation or business enterprise, other than ones in which Executive is a passive investor. Executive may engage in civic and not-for-profit activities so long as such activities do not materially interfere with the performance of Executive’s duties hereunder.
Services to Other Clients; Certain Affiliated Activities (a) The relationship between the Asset Manager and the Series is as described in this Agreement and nothing in this Agreement, none of the services to be provided pursuant to this Agreement, nor any other matter, shall oblige the Asset Manager to accept responsibilities that are more extensive than those set forth in this Agreement. (b) The Asset Manager’s services to the Series are not exclusive. The Asset Manager may engage in other activities on behalf of itself, any other Managing Party and other clients (which, for the avoidance of doubt, may include other series of the Company). The Series acknowledges and agrees that the Asset Manager may, without prior notice to the Series, give advice to such other clients. The Asset Manager shall not be liable to account to the Series for any profits, commission or remuneration made or received in respect of transactions effected pursuant to the Asset Manager’s advice to another client and nor will the Asset Manager’s fees be abated as a result.

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