Changes since Balance Sheet Date. Other than may be contemplated by the Transaction Documents, since the Balance Sheet Date, each Group Company (i) has operated its business in the ordinary course consistent with its past practice, (ii) used its reasonable best efforts to preserve its business, (iii) collected receivables and paid payables and similar obligations in the ordinary course of business consistent with past practice, and (iv) not engaged in any new line of business or entered into any material agreement, transaction or activity or made any commitment except those in the ordinary course of business consistent with past practice. Since the Balance Sheet Date, there has not been any Material Adverse Effect or any material change in the way any Group Company conducts its business, and there has not been by or with respect to any Group Company:
(i) any purchase, acquisition, sale, lease, disposal of or other transfer of any assets that are individually or in the aggregate material to its business, whether tangible or intangible, other than the purchase or sale of inventory in the ordinary course of business consistent with its past practice;
(ii) any acquisition (by merger, consolidation or other combination, or acquisition of stock or assets, or otherwise) of any business or other Person or division thereof, or any sale or disposition of any business or division thereof;
(iii) any waiver, termination, cancellation, settlement or compromise by a Group Company of a material right, debt or claim owed to it;
(iv) any incurrence, creation, assumption, repayment, satisfaction, or discharge of (1) any material Lien or (2) any Indebtedness, or the making of any loan or advance (other than reasonable and normal advances to employees for bona fide expenses that are incurred in the ordinary course of business consistent with its past practice), or the making of any investment or capital contribution;
(v) any amendment to or early termination of any Material Contract, any entering of any new Contract that would have been a Material Contract if in effect on the date hereof, or any amendment to or waiver under any Charter Documents;
(vi) any material change in any compensation arrangement or Contract with any employee of any Group Company except in the ordinary course of business consistent with past practice, or adoption of any new benefit plan, or made any material change in any existing benefit plan;
(vii) any declaration, setting aside or payment or other distribution in respect of any Equity...
Changes since Balance Sheet Date. Since the Balance Sheet Date as regards LifeMag:
(A) its business has been lawfully carried on in the ordinary course and so as to maintain the same as a going concern;
(B) it has not disposed of any assets or assumed or incurred any liabilities (including contingent liabilities) otherwise than in the ordinary course of carrying on its business;
(C) to its best knowledge, information and belief, its business has not been adversely affected by the loss of any important customer or source of supply or by any abnormal factor not affecting similar businesses to a like extent or by any other cause and the Vendor is not aware of any facts which are likely to give rise to any such effects;
(D) no dividend or other distribution has been declared, made or paid to its members except as provided for in the Accounts;
(E) neither its turnover nor its trading position has deteriorated in a material adverse respect;
(F) no change has been made in the emoluments or other terms of employment of its directors or any of its employees;
(G) it has not borrowed any money or issued any guarantee or create any charge or Encumbrance over any asset other than as disclosed in the Accounts;
(H) no share or loan capital has been allotted or issued or agreed to be issued;
(I) it has not entered into any unusual, long term or onerous commitments or contracts;
(J) to the Vendor’s best knowledge, information and belief, it has not learnt of any circumstance making bad or doubtful any of its book debts;
(K) to the Vendor’s best knowledge, information and belief, there has been no material adverse change in its financial position, operations, assets or prospects;
(L) unless carried out in the ordinary course of business, it has not knowingly waived or released any proprietary rights howsoever arising;
(M) it has not acquired or disposed of or granted any right or option or created any other Encumbrance, save for those created pursuant to this Agreement;
(N) no resolutions have been passed and nothing has been done in the conduct or management of its affairs which would be likely to materially reduce its net asset value; and
(O) no change has been made to the accounting practices adopted in relation to that company and the accounting practices adopted for that company are consistent with those adopted in the Accounts.
Changes since Balance Sheet Date. Since the Balance Sheet Date:
(a) there has been no material adverse change in the financial position of Stake, nor has there been any material adverse change in its affairs or liabilities, Assets, operations or condition, financial or otherwise, or arising as a result of any legislative or regulatory change, revocation of any license or right to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation, act of God or otherwise, except changes occurring in the ordinary course of business which changes, in the aggregate, have not had, and will not have a material adverse effect on the organization, business, Assets, prospects and financial condition of Stake;
(b) Stake has not entered into, agreed to enter into or authorized any Contract other than in the ordinary course of business;
(c) Stake has not created, assumed, incurred or paid any Debt or Contingent Liability other than in the ordinary course of business; and
(d) the Stake Business has been carried on in the ordinary course.
Changes since Balance Sheet Date. Except as set forth on Schedule 3.22 hereof, since the date of the most recent balance sheet included in the Financial Statements, there has not been:
(a) to the Corporation's knowledge, any event or condition of any character which would materially and adversely affect the assets, properties, financial condition, operating results or business of the Corporation and the Subsidiaries, taken as a whole; or
(b) any indebtedness or liabilities incurred in excess of $100,000 individually or $500,000 in the aggregate.
Changes since Balance Sheet Date. Since the Balance Sheet Date, the Company has conducted its business in the ordinary course, and, except as contemplated by this Agreement or as set forth on Schedule 5.14, there has not been any:
(1) material adverse change in the financial condition or business of the Company other than changes relating to general economic conditions or developments affecting the Company's industry generally;
(2) sale, assignment, transfer, mortgage, pledge or lease of any material amount of assets of the Company, except in the ordinary course of business;
(3) declaration, payment or distribution in respect of, or purchase or redemption of, any shares of the Company's capital stock;
(4) capital expenditures by the Company in excess of $5,000 for any single item or $20,000 in the aggregate;
(5) damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of the Company;
(6) loan by the Company to any Person or guaranty by the Company of any loan, other than routine advances to employees in the ordinary course of business;
(7) amendment of the Articles of Incorporation or By-Laws of the Company; or
(8) agreement by the Company to do any of the foregoing.
Changes since Balance Sheet Date. 3.4.1 Since the Balance Sheet Date, the Operations have been carried on in the ordinary course, without any interruption or alteration in their nature, scope or manner and so as to maintain the same as a going concern.
3.4.2 Since the Balance Sheet Date, there has been no material adverse change in the Operations or on the financial condition or results of operations thereof.
Changes since Balance Sheet Date. 4.6.1 Since the Balance Sheet Date, there has been no Material Adverse Change with respect to the Company, and no development, event, fact or matter has occurred which will or is likely to give rise to any such Material Adverse Change; and
4.6.2 Since the Balance Sheet Date, as regards each Group Company:
(i) its business has been carried on in the ordinary course, without any interruption or alteration in its nature, scope or manner, and so as to maintain the same as a going concern;
(ii) it has not entered into any transaction or assumed or incurred any material liabilities (including contingent liabilities) or made any payment not provided for in the UK GAAP Audited Accounts otherwise than in the ordinary course of carrying on its business;
(iii) its profits have not been affected to a material extent by changes or inconsistencies in accounting treatment, by any non-recurring items of income or expenditure, by transactions of an abnormal or unusual nature or entered into otherwise than on normal commercial terms or by any other factors rendering such profits exceptionally high or low;
(iv) no dividend or other distribution has been declared, made or paid to its members except as provided for in the relevant balance sheet;
(v) no share or loan capital or any other security giving rise to a right over the capital has been allotted or issued or agreed to be allotted or issued;
(vi) it has not redeemed or purchased or agreed to redeem or purchase any of its share capital; and
(vii) it has not made or received any surrender relating to group relief or the benefit of advance corporation tax.
Changes since Balance Sheet Date. Since the Balance Sheet Date, Seller and Tegal France have conducted the Included Businesses only in the ordinary course of business, and neither Seller nor Tegal France has:
(a) sold, disposed of or otherwise transferred or assigned to any Person any of the Purchased Assets except for Inventory and Tangible Personal Property sold in the ordinary course of business;
(i) hired or offered employment to any individual as a Business Employee, (ii) terminated the employment of any Business Employee (nor has any Business Employee terminated his or her employment with the Company), (iii) granted any Business Employee any increase in compensation, benefits, severance or termination pay, (iv) established, adopted, entered into or amended in any material respect any Employee Benefit Plan for Tegal France other than as required by Law or (v) taken any action to accelerate any payments, rights or benefits under any Tegal Employee Plan;
(c) terminated, rescinded, modified, amended or otherwise altered or changed any of the terms or provisions of any material Included Contract, or reduced, discounted, waived or foregone any material payment or right thereunder, or agreed to any compromise or settlement with respect thereto;
(d) entered into any Contract to do any of the foregoing.
Changes since Balance Sheet Date. The value of the net tangible assets of the Company completion determined in accordance with the same accounting basis and policies as those applied in the Accounts will not be less than the net tangible assets of the Company at the Balance Sheet Date as shown in the Accounts. Since the Balance Sheet Date as regards the Company:
(i) there has been no material adverse change (nor is any such material change expected) in the position or prospects of the Company or in the value or state of the assets or amount or nature of the liabilities of the Company as compared with the position disclosed in the Audited Accounts;
(ii) the Company has not disposed of any assets or assumed or incurred any outstanding capital commitment or any material liabilities (whether actual or contingent) otherwise than in the ordinary course of carrying on its business (and for this purpose disposals of fixed assets fixed and loose plant and machinery fixtures and fittings vehicle and office equipment shall be deemed to be not in the ordinary course of business); and
(iii) the business of the Company has been carried on in the ordinary and usual course of business without interruption and so as to maintain the same as a going concern.
Changes since Balance Sheet Date. Since the Balance Sheet Date:
