CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since the date of the Current Balance Sheet, except as set forth on Schedule 3.10, Paragren has not (except as expressly permitted or required by the terms of this Agreement): (a) issued, sold, pledged, disposed of, encumbered, or authorized the issuance, sale, pledge, disposition, grant or encumbrance of any shares of its capital stock or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock or any other ownership interest in Paragren; (b) declared, set aside, made, or paid any dividend or other distribution payable in cash, stock, property or otherwise of or with respect to its capital stock or other securities, or reclassified, combined, split, subdivided or redeemed, purchased or otherwise acquired, directly or indirectly, any of its capital stock or other securities; (c) paid any bonus to or increased the rate of compensation of any of its officers or employees or amended any other terms of employment or engagement of such persons except in the ordinary course of business consistent with past practice; (d) sold, leased or transferred any of its properties or assets or acquired any interest in any corporation, partnership or other business, business organization or division thereof or properties or assets other than in the ordinary course of business consistent with past practice; (e) made or obligated itself to make expenditures in excess of $100,000; (f) made any payment in respect of, or otherwise discharged or satisfied, any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) other than in the ordinary course of business consistent with past practice; (g) except in the ordinary course of business incurred any obligations or liabilities (including, without limitation, any indebtedness for borrowed money, issuance of any debt securities, or the assumption, guarantee, or endorsement of the obligations of any Person), or entered into any transaction or series of transactions involving in excess of $50,000, except for this Agreement and the transactions contemplated hereby; (h) suffered any theft, damage, destruction or casualty loss in excess of $50,000; (i) suffered any extraordinary losses (whether or not covered by insurance) in excess of $50,000; (j) waived, canceled, compromised or released any rights having a value in excess of $50,000; (k) made or adopted any change in its accounting practices or policies; (l) made any adjustment t...
CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since the Current Balance Sheet date RCI has conducted its business only in the ordinary course and in conformity with past practice and, except as expressly contemplated by the terms of this Agreement or disclosed in Schedule 3.10, RCI has not:
(a) issued, sold, pledged, disposed of, encumbered, or authorized the issuance, sale, pledge, disposition, grant or encumbrance of, any shares of its capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock or any other ownership interest;
(b) declared, set aside, made, or paid any dividend or other distribution payable in cash, stock, property or otherwise, on or with respect to its capital stock or other securities, or reclassified, combined, split, subdivided or redeemed, purchased or otherwise acquired, directly or indirectly, any of its capital stock or other securities;
(c) sold, leased or transferred any of its properties or assets other than in the ordinary course of business consistent with past practice;
(i) acquired any interest in any corporation, partnership or other business organization or division thereof or any assets, or made any investment either by purchase of stock or securities, contributions of capital or property transfer or, except in the ordinary course of business consistent with past practice, purchased any property or assets of any other Person, (ii) made or obligated itself to make capital expenditures out of the ordinary course consistent with past practice, (iii) incurred any indebtedness or other obligations or liabilities other than in the ordinary course consistent with past practice (other than liabilities that would constitute RCI Shareholder Transaction Fees), (iv) issued any debt securities or assumed, guaranteed or endorsed or otherwise as an accommodation become responsible for, the obligations of any Person, or made any loans or advances, (v) modified, terminated or entered into any Contract other than in the ordinary course of business consistent with past practice, or (vi) imposed any security interest or other Lien on any of its assets other than in the ordinary course of business consistent with past practice;
(e) suffered any material theft, damage, destruction or casualty loss, whether or not covered by insurance;
(f) suffered any extraordinary losses (whether or not covered by insurance);
(g) waived, canceled, compromised or released any rights other than in the ordinary cours...
CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since the date of the Current Balance Sheet, except as expressly contemplated by the terms of this Agreement, none of the actions listed in clauses (a) through (o) of the third sentence of Section 4.1 of this Agreement shall have occurred that (i) have had or is reasonably likely to have a Material Adverse Change on the Seller, or (ii) are outside of the ordinary course of business of Seller consistent with past practices.
CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since the date of the Current Balance Sheet, there has been no Material Adverse Change and, except as set forth on Schedule 2.5, the Company has not (a) issued, sold, pledged, disposed of or encumbered its stock or entered into any merger, consolidation, exchange, or similar transaction; (b) made or obligated itself to make capital expenditures out of the ordinary course of business consistent with past practice or in excess of $100,000; (c) sold, leased, or transferred any material assets or its interests in Leased Real Property, other than in the ordinary course of business consistent with past practice; (d) waived, canceled, compromised, or released any material rights other than in the ordinary course of business consistent with past practice; (e) made (or failed to make) any material payment in respect of its liabilities other than in the ordinary course of business consistent with past practice; (f) imposed, permitted to be imposed, or permitted to exist any material security interest or other Lien (other than Permitted Liens) on any of the Company’s assets or Leased Real Property, other than in the ordinary course of business consistent with past practice; (g) changed the compensation payable or to become payable to its employees, officers, or directors or granted any bonus, severance, or termination pay to, or entered into or modified any bonus, employment, severance, or other compensatory agreement with, any of its directors, officers or employees other than in the ordinary course of business consistent with past practice; (h) made any material change with respect to accounting policies or procedures or made any material adjustment to its books and records other than in the ordinary course of business consistent with past practices; (i) incurred any indebtedness for borrowed money or capitalized equipment lease obligations or made guarantees thereof; (j) delayed paying any account payable beyond the date on which it is due and payable except to the extent being contested in good faith and for which reserves determined in accordance with GAAP have been established; (k) terminated, modified, or entered into any Material Contract (or series of related Contracts that together are material to the Company relating to the Business) outside the ordinary course of business or involving payments or receipts in excess of $150,000 on an annual basis; or (l) entered into any transaction with Seller or any Affiliate thereof, other than (i) any brokerage service...
CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since the date of the Current Balance Sheet, except as set forth on Schedule 5.9, the Company has operated in the ordinary course of business and has not (i) issued any capital stock or other securities; (ii) made any distribution of or with respect to its capital stock or other securities or purchased or redeemed any of its securities; (iii) paid any bonus to or increased the rate of compensation of any of its officers or salaried employees or amended any other terms of employment of such persons; (iv) sold, leased or transferred any of its properties or assets other than in the ordinary course of business consistent with
CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Except as disclosed in Schedule 3.10, or except as contemplated by this Agreement, since the date of the Current Balance Sheet, none of the Alarm Companies has (i) issued any capital stock or other securities;
CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since the date of the Current Balance Sheet, the Company has operated in the ordinary course of business and has, except for liabilities described in the schedules to this Agreement and liabilities incurred in connection with this Agreement or the transaction contemplated hereby (none of which will be assumed by Purchaser), none of the actions listed in clauses (a) through (o) of the third sentence of Section 4.1 of this Agreement shall have occurred.
CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since the date of the Current Balance Sheet, the Company has operated in the Ordinary Course of Business, there has not been a Material Adverse Change in the Company or the Business and, except as set forth on SCHEDULE 4.9, the Company has not (i) paid any bonus to or increased the rate of compensation of any of its officers or salaried employees other than in the Ordinary Course of Business; (ii) sold, leased or transferred any of its properties or assets other than (x) the sale of inventory in the Ordinary Course of Business and (y) the sale of assets other than inventory in an aggregate amount not exceeding Two Hundred Fifty Thousand Dollars ($250,000); (iii) made or obligated itself to make capital expenditures in excess of One Hundred Thousand Dollars ($100,000) in the aggregate not shown on the Current Balance Sheet; (iv) incurred any obligations or liabilities (including any Indebtedness) or entered into any transaction or series of transactions outside the Ordinary Course of Business involving in excess of One Hundred Thousand Dollars ($100,000) in the aggregate; (v) suffered any theft, damage, destruction, casualty loss or extraordinary loss, whether or not covered by insurance and whether or not a timely claim was filed with respect thereto, in excess of Fifty Thousand Dollars
CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since the date of AESP's Current Balance Sheet, there have been no material events effecting AESP which would have been required to be reported in a Current Report on Form 8-K other than as AESP reported on such form subsequent to September 30, 1998. AESP has no current obligation to file a Current Report on Form 8-K.
CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Except as disclosed in SCHEDULE 3.10, since the date of the Current Balance Sheet, neither the Company, Reserve nor, to the best of their knowledge, R&M has (i) issued any capital stock, partnership interests, limited liability interests or other securities; (ii) made any distribution of or with respect to its capital stock, partnership interests or other securities or purchased or redeemed any of its securities except as and to the extent permitted under SECTION 4.1; (iii) paid any bonus to or increased the rate of compensation of any of its officers or salaried employees or amended any other terms of employment of such persons; (iv) sold, leased or transferred any of its properties or assets other than in the ordinary course of business consistent with past practice; (v) made or obligated itself to make capital expenditures out of the ordinary course of business consistent with past practice; (vi) made any payment in respect of its liabilities other than in the ordinary course of business consistent with past practice; (vii) incurred any obligations or liabilities (including any indebtedness) or entered into any transaction or series of transactions involving in excess of $25,000 in the aggregate out of the ordinary course of business, except for this Agreement and the transactions contemplated hereby; (viii) suffered any theft, damage, destruction or casualty loss, not covered by insurance and for which a timely claim was filed, in excess of $25,000 in the aggregate; (ix) suffered any extraordinary losses (whether or not covered by insurance); (x) waived, cancelled, compromised or released any rights having a value in excess of $25,000 in the aggregate; (xi) made or adopted any change in its accounting practice or policies; (xii) made any adjustment to its books and records other than (1) in respect of the conduct of its business activities in the ordinary course consistent with past practice and (2) a maximum write down of $100,000 for inventory in connection with the South African Ship as disclosed on SCHEDULE 3.11; (xiii) entered into any transaction with any Affiliate other than intercompany transactions in the ordinary course of business consistent with past practice; (xiv) entered into any employment agreement; (xv) terminated, amended or modified any agreement involving an amount in excess of $25,000; (xvi) imposed any security interest or other Lien on any of its assets other than in the ordinary course of business consistent with past practice;...