Certain Developments. Except as set forth on Schedule 4.6, during the period beginning on January 1, 2007 and ending on the Closing Date, Seller has not:
(a) suffered any theft, damage, destruction or casualty loss to any Asset or any portion of the Assets, or any substantial destruction of its books and records (in each case whether or not covered by insurance);
(b) sold, leased, assigned or transferred any Asset or any portion of the Assets (other than dispositions of obsolete or worn-out Assets disposed of in the Ordinary Course and dispositions of Assets which have been replaced with Assets of equal or greater value and utility);
(c) waived any right of material value under the Assumed Contracts or relating to the Business, or the Assets;
(d) accelerated, terminated, modified, or cancelled any Assumed Contract or other agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) relating to the Business or the Assets involving more than $5,000 (individually or in the aggregate),
(e) imposed any Lien upon any of the Assets, tangible or intangible (other than a Permitted Lien or any Lien for which Seller has delivered to Buyer an executed authorization for Buyer (or its lenders) to file all appropriate UCC termination statements);
(f) delayed or postponed the payment of accounts payable or other Liabilities relating to the Business or the Assets outside the Ordinary Course;
(g) entered into any employment contract or collective bargaining agreement relating to the Business or the Assets, written or oral, or modified the terms of any existing such contract or agreement;
(h) adopted, amended, modified, or terminated any bonus, profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, employees or consultants engaged in any respect in the Business (or taken any such action with respect to any other Benefit Plan);
(i) made any Tax election, adopted or changed any accounting method for Tax purposes, filed any amended Tax Return, consented to or entered into any closing agreement or similar agreement with any Taxing Authority, consented to or settled or compromised any Tax claim or assessment or taken any position inconsistent with any past practice on any Tax Return;
(j) entered into any other transaction relating to the Business or the Assets other than in the Ordinary Course, or materially changed any material business practice relating to the Business;
(k) made or ...
Certain Developments. Except as set forth on Schedule 6.6, during the period beginning on December 26, 2011 and ending on the Closing Date, (i) each member of the Company Group has conducted the Business in the Ordinary Course and (ii) no member of the Company Group has:
(A) sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than sales of Inventory in the Ordinary Course;
(B) entered into, terminated, amended or modified any Contract (or series of related Contracts) outside the Ordinary Course
(C) terminated, amended or modified any Contract (or series of related Contracts) with a customer or supplier other than purchase orders entered into in the Ordinary Course;
(D) entered into any Contract (or series of related Contracts) with any Xxxxxxxx Party or any Affiliate of a member of the Company Group;
(E) entered into any fixed pricing arrangement with a customer of any member of the Company Group, except as described on Schedule 6.9(C);
(F) accelerated, terminated, modified, or cancelled any Contract, (or series of related Contracts) involving more than $50,000 (individually or in the aggregate) to which such member of the Company Group is a party or by which it (or any of its assets) is bound;
(G) imposed any Lien (other than Permitted Liens) upon any of its assets, tangible or intangible;
(H) made any capital expenditure (or series of related capital expenditures) involving more than $25,000 individually;
(I) made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, or acquisitions);
(J) issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any Indebtedness;
(K) declared, set aside, or paid any dividend or made, or made any commitment to make, any distribution with respect to its Equity Securities (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its Equity Securities;
(L) entered into any employment Contract or collective bargaining agreement with respect to any Company Group employee, written or oral, or modified the terms of any existing such Contract or agreement;
(M) adopted, amended, modified, or terminated any Benefit Plan, any profit sharing, incentive, severance, or other plan or Contract or commitment for the benefit of any Company Group employee;
(N) made or granted any bonus or any wage, salary or compensation increase in excess of $10,000 per year to any Co...
Certain Developments. Since the date of the Company's Form 10-Q for the nine months ended September 30, 1996, there has been (a) a material decline in the Company's financial condition, (b) 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 capital stock of the Company, (c) no waiver of any material right of the Company or any of its subsidiaries or cancellation of any material debt or claim held by the Company or any of its subsidiaries, (d) no loan by the Company or any of its subsidiaries to any officer, or director, employee or stockholder of the Company or any of its subsidiaries, or any agreement or commitment therefor, (e) no material loss, destruction or damage to any property of the Company or any of its subsidiaries, whether or not insured, (f) no material labor disputes involving the Company or any of its subsidiaries and no material change in the personnel of the Company or any of its subsidiaries or the terms and conditions of their employment, and (g) otherwise than for fair value and in the ordinary course of business, no acquisition or disposition of any assets (or any contract or arrangement therefor), nor any other transaction by the Company or any of its subsidiaries.
Certain Developments. The Acquired Assets have been owned and operated in all material respects in the ordinary course of business and there has not been or occurred any event, condition, circumstance or change which has had or which is reasonably likely to have a material adverse effect on the Acquired Assets.
Certain Developments. During the period from May 28, 2011 through the date hereof:
(a) there has not occurred any event, change, occurrence or circumstance that, individually or in the aggregate with any such other events, changes, occurrences or circumstances, that to the Knowledge of National has had or would reasonably be expected to have a Material Adverse Effect;
(b) the business of National and each of its Subsidiaries has been carried on and conducted in all material respects in the ordinary course of business consistent with past practice; and
(c) neither National nor any of its Subsidiaries has:
(1) experienced any damage, destruction or loss, whether or not covered by insurance, with respect to the property or assets of National or any of its Subsidiaries having a replacement cost of more than $500,000 for any single loss or $1,000,000 for all losses; or
(2) taken, authorized any of, or committed, resolved or agreed to take, any action that would have been prohibited by Section 5.1 had this Agreement been in effect on May 28, 2011.
Certain Developments. Except as qualified and disclosed in Disclosure Schedule 4.6, since the Balance Sheet Date, the Company has conducted the Business in the ordinary course of business and there has occurred no facts, events, developments, or circumstances which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. Since the Balance Sheet Date, the Company has not:
(a) sold, leased, assigned, licensed, transferred, or other disposed of any of its property or assets or portion thereof (other than sales of inventory and collection of accounts receivable in the ordinary course of business) or subjected them to any additional Liens;
(b) purchased, leased, or otherwise acquired of the right to own, use, or lease any property or assets for an amount in excess of $50,000, individually or in the aggregate;
(c) suffered any theft, damage, destruction, or casualty loss exceeding $50,000 in the aggregate, whether or not covered by insurance;
(d) declared, set aside, or paid any distribution of property or assets other than Cash on Hand to any Member with respect to its equity;
(e) amended, restated, or amended and restated, or authorized any of the foregoing to, its articles of organization, operating agreement, or any other organizational document;
(f) issued, sold, or transferred any of its equity interests, securities convertible into its equity interests, or warrants, options, or other rights to convert into, exchange or acquire its equity interests;
(g) split, combined, or reclassified any equity interests;
(h) sold, assigned, transferred, or permitted to lapse any material interest in any Intellectual Property of the Company;
(i) abandoned, allowed a lapse, or failed to maintain in full force and effect any Intellectual Property of the Company;
(j) created any Lien on any equity interests;
(k) other than in the ordinary course of business and the Company’s standard employee review process, made or granted any bonus or any material wage or salary or compensation increase to any employee, independent contractor, or group of employees, entered into any employment, sale bonus, stay bonus or severance Contract with any officer or employee of the Company, or made or granted any increase in any Employee Benefit Plans, amended, modified, or terminated any Employee Benefit Plans or adopted any Employee Benefit Plans;
(l) hired or promoted any person as or to an officer position;
(m) terminated any employee of the Company with an annu...
Certain Developments. Except for actions set forth on Schedule 4.1(g), during the period beginning on December 1, 2019 and ending on the Closing Date, Seller has not:
(i) conducted the Business outside the Ordinary Course;
(ii) made any distributions, other than distributions to Parent or the Owners for Taxes;
(iii) sold, leased, transferred, or assigned any assets, tangible or intangible, having a value in excess of $25,000.00, other than inventory sold in the Ordinary Course;
(iv) entered into any single Contract (or series of related Contracts), either (A) other than client Contracts, involving more than $10,000.00 (individually or in the aggregate); (B) outside the Ordinary Course; or (C) that adversely affects the Assets or the right, title and interest therein of the owner of such Assets, which would be binding upon any subsequent owner of any Assets or which would run with the respective Assets;
(v) entered into any Government Contracts or accelerated, terminated, modified, or cancelled any Government Contract to which Seller is a party or by which it is bound either involving more than $10,000.00 (individually or in the aggregate) or outside the Ordinary Course;
(vi) entered into any agreement, Contract, lease or license (or series of related agreements, Contracts, leases or licenses) with any other individual, partnership, limited liability company, corporation, association, joint stock company, trust, joint venture, unincorporated organization, Governmental Entity or similar entity that, directly or indirectly, Controls, is Controlled by or is under common Control with Seller;
(vii) waived any right of material value;
(viii) accelerated, terminated, modified, or cancelled any Contract (or series of related Contracts), involving more than $10,000.00 (individually or in the aggregate) to which Seller is a party or by which it is bound or had the counterparty to such a Contract accelerate, terminate, modify or cancel such a Contract;
(ix) imposed any Lien, except for Permitted Liens, upon any of its Assets, tangible or intangible;
(x) maintained the Assets in a state of repair and condition that was inconsistent with the requirements and normal conduct of the Business;
(xi) made any capital expenditure (or series of related capital expenditures) either involving more than $10,000.00 or outside the Ordinary Course;
(xii) made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investment...
Certain Developments. Since the date of the Interim Financial Statements through the date of this Agreement, except as set forth on Schedule 4.06, (a) there has not been a Material Adverse Effect on the Company, (b) the Company has conducted its businesses in all material respects in the ordinary course of business consistent with past practice, and (c) the Company has not taken any action that would be prohibited pursuant to Section 7.01(a) had such action been taken after the date hereof and prior to the Closing.
Certain Developments. Other than pursuant to this Agreement or as described on Company Disclosure Schedule 3.5, during the period commencing as of the date of the Latest Balance Sheet and expiring as of the date of this Agreement, neither the Company nor any of its Subsidiaries have:
(a) mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets or sold, leased, assigned, conveyed, transferred or otherwise disposed of any asset of the Company or any Subsidiary (other than dispositions of inventory in the ordinary course of business, dispositions of obsolete or worn out assets in the ordinary course of business, dispositions of assets which have been replaced with assets of equal or greater value and utility, and collection of receivables in the ordinary course of business);
(b) discharged or satisfied any Lien, or paid any obligation or liability (fixed or contingent), except in the ordinary course of business or which, if not in the ordinary course of business, in the aggregate, would not be material to the Company and its Subsidiaries taken as a whole;
(c) made any material deviation from any historical accounting principle, procedure or practice followed by the Company or any of its Subsidiaries or in the method of applying any such principle, procedure or practice;
(d) suffered any Material Adverse Effect and no event, change or circumstance has occurred with respect to the Company or any of its Subsidiaries which has had or would reasonably be expected to have a Material Adverse Effect;
(e) made any issuance, sale or disposition of capital stock or any other securities or grant of any options, warrants or other rights to subscribe for or purchase any capital stock or any other securities of the Company or any of its Subsidiaries;
(f) made or granted any bonus or any wage, salary or compensation increase other than in the ordinary course of business to any employee or independent contractor, except pursuant to the express terms of any written contract or agreement which is described on Company Disclosure Schedule 3.8 or 3.11;
(g) entered into any transaction or contract or conducted its business other than in the ordinary course of business consistent with past practice;
(h) instituted or settled any legal proceedings which, individually or in the aggregate, would be material to the Company and its Subsidiaries taken as a whole; or
(i) authorized any of, or committed, resolved or agreed to take any of, the foregoing actions, or any action that wou...
Certain Developments. Other than pursuant to this Agreement, since the date of the Latest Balance Sheet, the Company has not:
