Conduct of Business; Certain Actions. Except for the Strip-Out ------------------------------------ Transactions (as defined in Section 4.2, below) or as set forth in Schedule 3.6, ------------ since December 31, 1996, EME has conducted its business and operations in the ordinary course and consistent with its past practices and has not (a) purchased or retired any indebtedness from any Seller or any of its shareholders, partners, members or other owners (an "Equity Holder") and has not purchased, retired, or redeemed any stock, partnership or membership interest, or other ownership interest from any Seller or Equity Holder, (b) increased the compensation of any of the Sellers, shareholders, partners, members or other owners, or key employees or, except for wage and salary increases made in the ordinary course of business and consistent with the past practices of EME, increased the compensation of any other employees of EME, (c) made capital expenditures exceeding $10,000 individually or $25,000 in the aggregate, (d) sold any asset (or any group of related assets) in any transaction (or series of related transactions) in which the purchase price for such asset (or group of related assets) exceeded $10,000 (other than sales of inventory in the ordinary course of business), (e) discharged or satisfied any lien or encumbrance or paid any material obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of business, (f) made or guaranteed any loans or advances (other than advances made to employees in the ordinary course of business consistent with past practices) whatsoever, (g) suffered or permitted any lien, security interest, claim, charge, or other encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible, (h) canceled, waived, or released any of its material debts, rights, or claims against third parties, (i) amended its articles of incorporation, articles of organization, bylaws, partnership agreement or other organizational documents, (j) made or paid any severance or termination payment to any employee or consultant, (k) made any change in its method of accounting, (l) made any investment or commitment therefor in any person, business, corporation, association, partnership, limited liability company, joint venture, trust, or other entity, (m) made, entered into, amended, or terminated any written employment contract, (n) created, made, amended, or terminated any bonus, stock option, pension, retirement, profit sharing, or other employee benefit plan or arrangement, or withdrawn from any "multi-employer plan" (as defined in Section 414(f) of the Internal Revenue Code of 1986, as amended (the "Code")) so as to create any liability under Article IV of ERISA (as hereinafter defined) to any person or entity, (o) amended, terminated or experienced a termination of any material contract, agreement, lease, franchise, or license to which it is a party, (p) entered into any other material transactions except in the ordinary course of business, (q) entered into any contract, commitment, agreement, or understanding to do any acts described in the foregoing clauses (a)-(p) of this Section, (r) suffered any material damage, destruction, or loss (whether or not covered by insurance) to any assets, (s) experienced any strike, slowdown, or demand for recognition by a labor organization by or with respect to any of its employees, or (t) experienced or effected any shutdown, slow-down, or cessation of any operations conducted by, or constituting part of, it.
Appears in 1 contract
Samples: Stock Purchase Agreement (Prime Medical Services Inc /Tx/)
Conduct of Business; Certain Actions. Except for the Strip-Out ------------------------------------ Transactions (as defined in Section 4.2, below) or as set forth in Schedule 3.6on SCHEDULE 3.6 attached hereto, ------------ since December July 31, 19961995, EME the Seller has conducted its business and operations in the ordinary course and consistent with its past practices and has not (a) purchased or retired any indebtedness from any Seller or any of its shareholders, partners, members or other owners (an "Equity Holder") and has not purchased, retired, or redeemed any stock, partnership or membership interest, or other ownership interest from any Seller or Equity Holder, (b) increased the compensation of any of the Sellersdirectors, shareholders, partners, members or other ownersofficers, or key employees of the System or, except for wage and salary increases made in the ordinary course of business and consistent with the past practices of EMEthe Seller, increased the compensation of any other employees of EMEthe System, (cb) except as set forth in SCHEDULE 3.6 made any capital expenditures exceeding $10,000 individually or $25,000 in the aggregate, (dc) sold any asset (or any group of related assets) used in the operation of the System in any transaction (or series of related transactions) in which the purchase price for such asset (or group of related assets) exceeded $10,000 (other than sales of inventory in the ordinary course of business)5,000, (ed) discharged or satisfied any lien or encumbrance or paid any material obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of business, (fe) made or guaranteed any loans or advances (other than advances made to employees in the ordinary course of business consistent with past practices) any party whatsoever, (gf) suffered or permitted any lien, security interest, claim, charge, or other encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangiblethe Transferred Assets, (hg) canceled, waived, or released any of its material debts, rights, or claims of the System against third parties, (i) amended its articles of incorporation, articles of organization, bylaws, partnership agreement or other organizational documents, (j) made or paid any severance or termination payment to any employee or consultant, (kh) made any change in its the method of accountingaccounting of the Seller, (li) made any investment or commitment therefor in any person, business, corporation, limited liability company, association, partnership, limited liability company, joint venture, trust, or other entity, (mj) except as set forth on Schedule 3.6 made, entered into, amended, or terminated any written employment contract, (n) contract or created, made, amended, or terminated any bonus, stock option, pension, retirement, profit sharing, or other employee benefit plan or arrangement, or withdrawn from any "multi-employer plan" (as defined in Section 414(f) of the Internal Revenue Code of 1986, as amended (the "Code")) so as to create any liability under Article IV of ERISA (as hereinafter defined) to any person or entity, (ok) amended, terminated renewed, or experienced a termination of any material contract, agreement, lease, franchise, or FCC license related to the conduct of the System to which it the Seller is a party, (pl) entered into any other material transactions relating to the System except in the ordinary course of business, (q) entered into any contract, commitment, agreement, or understanding to do any acts described in the foregoing clauses (a)-(p) of this Section, (rm) suffered any material damage, destruction, or loss (whether or not covered by insurance) to any assetsof the Transferred Assets, (sn) experienced any strike, slowdown, or demand for recognition by a labor organization by or with respect to any of its employeesthe employees of the System, or (to) experienced or effected any shutdown, slow-down, or cessation of any operations conducted by, or constituting part of, itthe System.
Appears in 1 contract
Conduct of Business; Certain Actions. Except for the Strip-Out ------------------------------------ Transactions (as defined in Section 4.2, below) or as set forth on Schedule 4.6 and allowing for the transfer of assets and assumption of liabilities provided for in Schedule 3.6Section 5.1, ------------ since December 31, 19961997, EME has the Company and the Subsidiaries have conducted its business their businesses and operations in the ordinary course and consistent with its past practices and has have not (a) paid or declared any dividend or distribution or purchased or retired any indebtedness from any Seller stockholder thereof, or any of its shareholders, partners, members or other owners (an "Equity Holder") and has not purchased, retired, retired or redeemed any stock, partnership or membership interest, or other ownership interest capital stock from any Seller or Equity Holderstockholder, (b) with respect to any current employees of the Company or any Subsidiary who will continue to be employed by the Company or any Subsidiary following the Closing (the "Continuing Employees"), increased the compensation of any of the Sellers, shareholders, partners, members or other owners, or key employees orsuch Continuing Employees by more than six percent (6%), except for wage and salary increases made in the ordinary course of business and consistent with the past practices of EME, increased the compensation of any other employees of EMEpractices, (c) made any capital expenditures exceeding $10,000 individually or $25,000 expenditures, except in the aggregateordinary course of business, (d) sold any asset (or any group of related assets) in any transaction (or series of related transactions) in which the purchase price for such asset (or group of related assets) exceeded $10,000 (other than sales of inventory in the ordinary course of business), (e) discharged or satisfied any lien or encumbrance or paid any material obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of business, (f) made or guaranteed any loans or advances (other than advances made or any wage or draw against commission to employees in the ordinary course of business consistent with past practices) any party whatsoever, (g) suffered or permitted any lien, security interest, claim, charge, charge or other encumbrance to arise or be granted or created against or upon any of its assetsthe assets of the Company or any Subsidiary, real or personal, tangible or intangible, (h) canceled, waived, waived or released any of its material the Company's or any Subsidiary's debts, rights, rights or claims against third parties, (i) amended its articles the charter or by-laws of incorporation, articles of organization, bylaws, partnership agreement the Company or other organizational documentsany Subsidiary , (j) made or paid any severance or termination payment to any employee employees or consultantconsultants in excess of $25,000 in the aggregate, (k) made any change in its the method of accountingaccounting of the Company or any Subsidiary, (l) made any investment or commitment therefor to invest in any person, business, corporation, association, partnership, limited liability company, joint venture, trust, trust or other entity, (m) except as otherwise required to comply with the terms of this Agreement, made, entered into, amended, amended or terminated any written employment or consulting contract, (n) created, made, amended, amended or terminated any bonus, stock option, pension, retirement, profit sharing, sharing or other employee benefit plan or arrangement, or withdrawn from any "multi-employer plan" (as defined in Section 414(f) of the Internal Revenue Code of 1986, as amended (the "Code")) so as to create any new liability under Article IV of ERISA (as hereinafter defined) to any person or entity, (on) amended, terminated materially amended or experienced a termination of any material contract, agreement, lease, franchise, franchise or license to which it the Company or any Subsidiary is a partyparty or experienced any material cancellation or nonrenewal of insurance business, (po) entered into any other material transactions except in the ordinary course of business, (p) suffered any material damage, destruction or loss (whether or not covered by insurance) to any assets, (q) entered into any contract, commitment, agreement, agreement or understanding to do any acts described in the foregoing clauses (a)-(p) of this SectionSection 4.6, (r) suffered any material damage, destruction, or loss (whether or not covered by insurance) to any assets, (s) experienced any strike, slowdown, slowdown or demand for recognition by a labor organization by or with respect to any of its employeesthe employees of the Company or any Subsidiary, or (ts) experienced or effected any shutdown, material slow-down, down or cessation of any operations conducted by, or constituting part of, itthe Company or any Subsidiary.
Appears in 1 contract
Conduct of Business; Certain Actions. Except for the Strip-Out ------------------------------------ Transactions (as defined in Section 4.2, below) or as set forth in on Schedule 3.65.7 attached hereto, ------------ since December 31, 19961999, EME the Company has conducted its business and operations in the ordinary course and consistent with its past practices and has not (a) paid or declared any dividend or distribution or purchased or retired any indebtedness from any Seller shareholder thereof, or any of its shareholders, partners, members or other owners (an "Equity Holder") and has not purchased, retired, retired or redeemed any stock, partnership or membership interest, or other ownership interest capital stock from any Seller or Equity Holdershareholder, (b) increased the compensation of any of the Sellersdirectors, shareholders, partners, members or other owners, officers or key employees of, or consultants to, the Company or, except for wage and salary increases made in the ordinary course of business and consistent with the past practices of EMEpractices, increased the compensation of any other employees of EMEthe Company, (c) made any capital expenditures exceeding $10,000 individually or $25,000 in the aggregateexpenditures, (d) sold any asset (or any group of related assets) in any transaction (or series of related transactions) in which the purchase price for such asset (or group of related assets) exceeded $10,000 1,500 (other than sales of inventory in the ordinary course of business), (e) discharged or satisfied any lien or encumbrance or paid any material obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of business, (f) made or guaranteed any loans or advances (other than advances made to employees in the ordinary course of business consistent with past practices) any party whatsoever, (g) suffered or permitted any lien, security interest, claim, charge, charge or other encumbrance to arise or be granted or created against or upon any of its assetsthe assets of the Company, real or personal, tangible or intangible, (h) canceled, waived, waived or released any of its material the Company's debts, rights, rights or claims against third parties, (i) amended its the certificate or articles of incorporation, articles incorporation or by-laws of organization, bylaws, partnership agreement or other organizational documentsthe Company, (j) made or paid any severance or termination payment to any employee employees or consultantconsultants, (k) made any change in its the method of accountingaccounting of the Company, (l) made any investment or commitment therefor in any person, business, corporation, association, partnership, limited liability company, joint venture, trust, or other entity, (m) made, entered into, amended, or terminated any written employment contract, (n) created, made, amended, or terminated any bonus, stock option, pension, retirement, profit sharing, or other employee benefit plan or arrangement, or withdrawn from any "multi-employer plan" (as defined in Section 414(f) of the Internal Revenue Code of 1986, as amended (the "Code")) so as to create any liability under Article IV of ERISA (as hereinafter defined) to any person or entity, (o) amended, terminated or experienced a termination of any material contract, agreement, lease, franchise, or license to which it is a party, (p) entered into any other material transactions except in the ordinary course of business, (q) entered into any contract, commitment, agreement, or understanding to do any acts described in the foregoing clauses (a)-(p) of this Section, (r) suffered any material damage, destruction, or loss (whether or not covered by insurance) to any assets, (s) experienced any strike, slowdown, or demand for recognition by a labor organization by or with respect to any of its employees, or (t) experienced or effected any shutdown, slow-down, or cessation of any operations conducted by, or constituting part of, it.any
Appears in 1 contract
Conduct of Business; Certain Actions. Except for the Strip-Out ------------------------------------ Transactions (as defined in Section 4.2, below) or as set forth in Schedule 3.6on SCHEDULE 4.07 attached hereto, ------------ since December July 31, 19962001, EME has the Company, Seller and the Subsidiaries have conducted its their business and operations in the ordinary course and consistent with its their past practices and has have not (a) purchased paid or retired declared any indebtedness from any Seller dividend or any of its shareholders, partners, members distribution or other owners (an "Equity Holder") and has not purchased, retired, retired or redeemed any stock, partnership or membership interest, or other ownership interest (i) capital stock from any Seller shareholder or Equity Holder(ii) membership interests from any member, (b) except for severance payments to be made to certain employees as contemplated by Section 6.19, increased the compensation of any of the Sellersdirectors, shareholders, partners, members or other owners, officers or key employees of, or consultants to, the Company or the Subsidiaries or, except for wage and salary increases made in the ordinary course of business and consistent with the past practices of EMEpractices, increased the compensation of any other employees of EMEthe Company or the Subsidiaries, (c) made any capital expenditures (other than those described on SCHEDULE 4.07(C) attached hereto) exceeding $10,000 25,000 individually or $25,000 50,000 in the aggregate, (d) sold any asset essential to the Company's or any Subsidiary's railroad operations (or any group of related assets) in any transaction (or series of related transactions) in which the purchase price for such asset (or group of related assets) exceeded $10,000 100,000 (other than sales of inventory in the ordinary course of businessbusiness and sales of surplus or non-essential assets), (e) discharged or satisfied any lien or encumbrance or paid any material obligation or liability, absolute or contingent, other than (i) current liabilities incurred and paid in the ordinary course of business, and (ii) payments of third-party interest bearing indebtedness, which indebtedness is listed on SCHEDULE 4.07 (including that outstanding under the Company's senior credit facilities), (f) made or guaranteed any loans or advances (other than advances made to employees in the ordinary course of business consistent with past practices) any third party whatsoever, (g) suffered or permitted any lien, security interest, claim, charge, charge or other encumbrance to arise or be granted or created against or upon any of its assetsthe assets of the Company or the Subsidiaries, real or personal, tangible or intangible, (h) canceled, waived, waived or released any of its material the Company's or any Subsidiary's debts, rights, rights or claims against third parties, other than in the ordinary course of business consistent with past practices, (i) amended its the articles or certificate of incorporation, articles of organization, bylaws, partnership agreement incorporation or by-laws (or other organizational documentsdocuments equivalent thereto) of the Company or any Subsidiary, (j) made any change in the method of accounting of the Company or paid any severance or termination payment to any employee or consultantSubsidiary, (k) made any change in its method of accounting, (l) made any investment or commitment therefor in any person, business, corporation, association, partnership, limited liability company, joint venture, trust, trust or other entity, (ml) except as contemplated by Section 6.19, made, entered into, amended, amended or terminated any written employment or oral consulting contract, (n) created, made, amended, amended or terminated any bonus, stock option, pension, retirement, profit sharing, sharing or other employee benefit plan or arrangement, arrangement or withdrawn from any "multi-employer plan" (as defined in Section 414(f) of the Internal Revenue Code of 1986, as amended (the "CodeCODE")) so as to create any liability under Article IV of ERISA (as hereinafter defined) to any person or entity, (om) amended, terminated amended or experienced a termination of any material contract, agreement, lease, franchise, franchise or license to which it the Company or any Subsidiary is a party, except in the ordinary course of business, (pn) entered into any other material transactions except in the ordinary course of business, (qo) entered into any contract, commitment, agreement, agreement or understanding to do any acts described in the foregoing clauses (a)-(pa)-(n) of this SectionSection 4.07, (rp) suffered any material damage, destruction, destruction or loss (whether or not covered by insurance) to any assets, (sq) experienced any strike, slowdown, slowdown or demand for recognition by a labor organization by or with respect to any of its employeesthe employees of the Company or the Subsidiaries, or (tr) experienced or effected any shutdown, slow-down, down or cessation of any operations conducted by, or constituting part of, itthe Company or the Subsidiaries, or (s) made or changed any election relating to any Tax.
Appears in 1 contract
Conduct of Business; Certain Actions. Except for the Strip-Out ------------------------------------ Transactions (as defined in Section 4.2, below) or as set forth in on Schedule 3.6------------------------------------ -------- 3.5 attached hereto, ------------ since December August 31, 19961997, EME AK has conducted its business and --- operations in the ordinary course and consistent with its past practices and has not (a) purchased or retired any indebtedness from any Seller or any of its shareholders, partners, members or other owners (an "Equity Holder") and has not purchased, retired, or redeemed any stock, partnership or membership interest, or other ownership interest from any Seller or Equity Holder, (b) increased the compensation of any of the Sellers, shareholders, partners, members or other owners, or key employees or, except for wage and salary increases made in the ordinary course of business and consistent with the past practices of EMEAK, increased the compensation of any other employees of EMEAK, (cb) made capital expenditures exceeding $10,000 5,000 individually or $25,000 20,000 in the aggregate, (dc) sold any asset (or any group of related assets) in any transaction (or series of related transactions) in which the purchase price for such asset (or group of related assets) exceeded $10,000 20,000 (other than sales of inventory in the ordinary course of business), (ed) discharged or satisfied any lien or encumbrance or paid any material obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of business, (fe) made or guaranteed any loans or advances (other than advances made to employees in the ordinary course of business consistent with past practices) any party whatsoever, (gf) suffered or permitted any lien, security interest, claim, charge, or other encumbrance to arise or be granted or created against or upon any of its assetsthe assets of AK, real or personal, tangible or intangible, (hg) canceled, waived, or released any of its material AK's debts, rights, or claims against third parties, (ih) amended its articles the Articles of incorporation, articles Incorporation or bylaws of organization, bylaws, partnership agreement or other organizational documentsAK, (ji) made or paid any severance or termination payment to any employee or consultantconsultant in excess of $5,000, (kj) made any change in its the method of accountingaccounting of AK, (lk) made any investment or commitment therefor in any person, business, corporation, association, partnership, limited liability company, joint venture, trust, or other entity, (ml) except as set forth on Schedule 3.11 and Schedule 3.15, made, ------------- ------------- entered into, amended, or terminated any written employment contract, (n) created, made, amended, or terminated any bonus, stock option, pension, retirement, profit sharing, or other employee benefit plan or arrangement, or withdrawn from any "multi-employer plan" (as defined in Section 414(f) of the Internal Revenue Code of 1986, as amended (the "Code")) so as to create any liability under Article IV of ERISA (as hereinafter defined) to any person or entity, (om) amended, terminated or experienced a termination of any material contract, agreement, lease, franchise, or license to which it AK is a party, (pn) entered into any other material transactions except in the ordinary course of business, (qo) entered into any contract, commitment, agreement, or understanding to do any acts described in the foregoing clauses (a)-(pa)-(n) of this Section, (rp) suffered any material damage, destruction, or loss (whether or not covered by insurance) to any assets, (sq) experienced any strike, slowdown, or demand for recognition by a labor organization by or with respect to any of its employeesthe employees of AK, or (tr) experienced or effected any shutdown, slow-down, or cessation of any operations conducted by, or constituting part of, itAK.
Appears in 1 contract
Samples: Contribution Agreement (Prime Medical Services Inc /Tx/)
Conduct of Business; Certain Actions. Except for the Strip-Out ------------------------------------ Transactions (as defined in Section 4.2, below) or as set forth in on Schedule 3.62.4 attached hereto, ------------ since December March 31, 19962002, EME to the actual knowledge without due inquiry of Prime, the Company has conducted its business and operations of the business in the ordinary course of business and consistent with its past practices and has not (a) engaged in any action requiring consent of the managers under either the Texas Limited Liability Company Act or the Company's Regulations, (b) purchased or retired any indebtedness from any Seller indebtedness, or any of its shareholders, partners, members or other owners (an "Equity Holder") and has not purchased, retired, or redeemed any stockownership interest from, partnership any manager, member, officer, employee or membership interestaffiliate of the Company, or engaged in any other ownership interest transaction that involves or requires distributions of money or other assets from the Company to any Seller manager, member, officer, employee or Equity Holderaffiliate of the Company if such other transaction is not done in the ordinary course of business or is not consistent with past practices of the Company, (bc) increased the compensation of any of the Sellersmanagers, shareholdersmembers, partnersofficers, members employees, agents, contractors, vendors or other owners, or key employees orparties, except for wage and salary increases made in the ordinary course of business and consistent with the past practices of EME, increased the compensation of any other employees of EMECompany, (cd) made or committed to make any capital expenditures expenditures, or incurred or committed to incur any debt or obligation, exceeding $10,000 individually or $25,000 in the aggregate, except in the ordinary course of business consistent with past practices, (de) except in the ordinary course of business consistent with past practices, sold any asset (or any group of related assets) in any transaction (or series of related transactions) in which the purchase price or book value for such asset (or group of related assets) exceeded $10,000 (other than sales of inventory in the ordinary course of business)10,000, (ef) discharged or satisfied any lien or encumbrance or paid any material obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of businessbusiness consistent with past practices, (fg) made or guaranteed any loans or advances (other than advances made to employees in the ordinary course of business consistent with past practices) any party whatsoever, (gh) suffered or permitted any lien, security interest, claim, charge, or other encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible, (hi) canceled, waived, or released any of its material debts, rights, or claims against third parties, (i) amended its articles parties other than settlement of incorporation, articles accounts recorded in the ordinary course of organization, bylaws, partnership agreement or other organizational documentsbusiness to the extent such accounts are satisfied in accordance with their original terms, (j) made or paid any severance or termination payment to any employee manager, member, officer, employee, agent, contractor, vendor or consultant, (k) made any change in its method of accounting, (l) made any investment or commitment therefor in any person, business, corporation, association, partnership, limited liability company, joint venture, trust, or other entity, (m) made, entered into, amended, or terminated any written employment contract, (n) created, made, amended, or terminated any bonus, stock option, pension, retirement, profit sharing, or other employee benefit plan or arrangement, or withdrawn from any "multi-employer plan" (as defined in Section 414(f) of the Internal Revenue Code of 1986, as amended (the "Code")) so as to create any liability under Article IV of ERISA (as hereinafter defined) to any person or entity, (on) amended, terminated or experienced a termination of any material contract, material agreement, material lease, material franchise, or material license to which it is a party, (po) entered into made any other material transactions distributions, in cash or in kind, to its members, or to any person or entity related to or affiliated therewith, in any capacity, except such distributions as are made in the ordinary course of businessthe Company's business consistent with past practices, (qp) entered into any contract, commitment, agreement, or understanding to do any acts described in the foregoing clauses (a)-(pa)-(o) of this Section, (rq) suffered any material damage, destruction, or loss (whether or not covered by insurance) to any assets, (sr) experienced any strike, slowdown, or demand for recognition by a labor organization by or with respect to any of its employees, or (ts) experienced or effected any shutdown, slow-down, or cessation of any operations conducted by, or constituting part of, it.
Appears in 1 contract
Samples: Purchase Agreement (Prime Medical Services Inc /Tx/)
Conduct of Business; Certain Actions. Except for the Strip-Out ------------------------------------ Transactions (as defined in Section 4.2, below) or as set forth in on Schedule 3.63.7, ------------ since December 31June 30, 19962000, EME the Company has conducted its business and operations in the ordinary course and consistent with its past practices and has not (a) paid or declared any dividend or distribution or purchased or retired any indebtedness from any Seller member or any of its shareholders, partners, members or other owners (an "Equity Holder") and has not purchased, retired, retired or redeemed any stock, partnership or membership interest, or other ownership interest equity securities from any Seller or Equity Holdermember, (b) increased the compensation of any of the Sellersmanagers, shareholders, partners, members or other owners, officers or key employees of, or consultants to, the Company or, except for wage and salary increases made in the ordinary course of business and consistent with the past practices of EMEpractices, increased the compensation of any other employees of EMEthe Company, (c) made any capital expenditures (other than those described on Schedule 3.7(c)) exceeding $10,000 100,000 individually or $25,000 200,000 in the aggregate, (d) sold any asset (or any group assets with an aggregate sales price in excess of related assets) in any transaction (or series of related transactions) in which the purchase price for such asset (or group of related assets) exceeded $10,000 (other than sales of inventory 50,000 in the ordinary course of business)aggregate, (e) discharged or satisfied any lien or encumbrance or paid any material obligation or liability, absolute or contingent, other than (i) current liabilities incurred and paid in the ordinary course of business, and (ii) indebtedness outstanding under the Company's senior credit facilities, (f) made or guaranteed any loans or advances (other than advances made to employees in the ordinary course of business consistent with past practices) whatsoeverany Person, (g) suffered or permitted any lien, security interest, claim, charge, charge or other encumbrance to arise or be granted or created against or upon any of its assetsthe assets of the Company, real or personal, tangible or intangible, (h) canceled, waived, waived or released any of its material the Company's debts, rights, rights or claims against third parties, (i) amended its articles the certificate of incorporation, articles formation or limited liability company agreement of organization, bylaws, partnership agreement the Company (except to remove or other organizational documentsadmit members of the Company or to change the respective percentage interests of the members in the Company), (j) made or paid any severance or termination payment to any employee or consultantconsultant in excess of $25,000, (k) made any change in its the method of accountingaccounting of the Company, (l) made any investment or commitment therefor in any person, business, corporation, association, partnership, limited liability company, joint venture, trust, or other entityPerson, (m) made, entered into, amended, amended or terminated any written employment or consulting contract, (n) created, made, amended, amended or terminated any bonus, stock option, pension, retirement, profit sharing, sharing or other employee benefit plan or arrangement, arrangement or withdrawn from any "multi-employer plan" (as defined in Section 414(f) of the Internal Revenue Code of 1986, as amended (the "Code")) so as to create any liability under Article IV of ERISA (as hereinafter defined) to any person or entity, (on) amended, terminated materially amended or experienced a termination of any material contract, agreement, lease, franchise, franchise or license to which it the Company is a party, (o) borrowed any money, whether under new or existing debt facilities or otherwise, factored any receivables or incurred any debt obligation (except under the Company's presently existing senior credit facilities, which will be paid in full at Closing pursuant to Section 1.4, and trade payables and other obligations incurred in the ordinary course of business, that will be included as current liabilities in the net working capital calculation pursuant to Section 1.5), (p) entered into any other material transactions except not otherwise disclosed in the ordinary course of businessSchedules to this Agreement, (q) entered into any contract, commitment, agreement, agreement or understanding to do any acts described in the foregoing clauses (a)-(p) of this SectionSection 3.7, (r) suffered any material damage, destruction, destruction or loss (whether or not covered by insurance) to any assetsassets that in the aggregate have or will cost more than $50,000 to repair or replace, (s) experienced any strike, slowdown, slowdown or demand for recognition by a labor organization by or with respect to any of its employeesthe employees of the Company, or (t) experienced or effected any shutdown, slow-down, down or cessation of any operations conducted by, or constituting part of, itthe Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (Kaneb Pipe Line Partners L P)
Conduct of Business; Certain Actions. Except for the Strip-Out ------------------------------------ Transactions (as defined in Section 4.2, below) or as set forth in on Schedule 3.63.8, ------------ since December 31, 19962003, EME has conducted its business and operations in the ordinary course and consistent with its past practices and Company has not (a) paid or declared any dividend or distribution or purchased or retired any indebtedness from any Seller or any holder of its shareholders, partners, members or other owners capital stock of the Company (an "Equity Holder"a “Stockholder”) and has not purchased, retired, or redeemed any stock, partnership or membership interest, or other ownership interest capital stock from any Seller or Equity HolderStockholder, (b) except for payments authorized by this Agreement, increased the compensation of any of the Sellersdirectors, shareholders, partners, members or other ownersofficers, or key employees or sales representatives of the Company or, except for wage and salary increases made in the ordinary course of business and consistent with the past practices of EMEthe Company, increased the compensation of any other employees or sales representatives of EMEthe Company, (c) made any capital expenditures exceeding Ten Thousand Dollars ($10,000 10,000.00) individually or Twenty Five Thousand Dollars ($25,000 25,000.00) in the aggregate, (d) sold any asset (or any group of related assets) in any transaction (or series of related transactions) in which the purchase price for such asset (or group of related assets) exceeded Ten Thousand Dollars ($10,000 10,000.00) individually or Twenty Five Thousand Dollars ($25,000.00) in the aggregate (other than sales of inventory in the ordinary course of business), (e) discharged or satisfied any lien or encumbrance Encumbrance or paid any material obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of business, (f) made or guaranteed any loans or advances (other than advances made to employees in the ordinary course of business consistent with past practices) any party whatsoever, (g) suffered or permitted any lien, security interest, claim, charge, or other encumbrance material Encumbrance to arise or be granted or created against or upon any of its assetsthe assets of the Company, real or personal, tangible or intangible, (h) canceledcancelled, waived, or released any of its material the Company’s debts, rights, or claims against third parties, (i) amended its articles of incorporation, articles of organization, bylaws, partnership agreement or other organizational documents, (j) made or paid any severance or termination payment to any employee or consultant, (k) made any change in its the method of accountingaccounting of the Company, (lj) made any investment or commitment therefor therefore in any person, business, corporation, association, partnership, limited liability company, joint venture, trust, or other entity, (mk) made, entered into, amended, or terminated any written employment contract, (n) created, made, amended, or terminated any bonus, stock option, pension, retirement, profit sharing, or other employee benefit plan or arrangement, or withdrawn from any "multi-employer plan" (as defined in Section 414(f) of the Internal Revenue Code of 1986, as amended (the "Code")) so as to create any liability under Article IV of ERISA (as hereinafter defined) to any person or entity, (o) amended, terminated or experienced a termination of any material contract, agreement, lease, franchise, or license to which it the Company is a party, (p) entered into any other material transactions except in the ordinary course of business, (ql) entered into incurred or assumed any contractindebtedness (whether directly or by way of guaranty or otherwise) for borrowed money, commitment, agreement, or understanding to do any acts described except in the foregoing clauses (a)-(p) ordinary course of this Sectionbusiness, (rm) suffered any material damage, destruction, or loss (whether or not covered by insurance) to any assets, (s) experienced any strike, slowdown, or demand for recognition by a labor organization by or with respect to any of its employees, or (tn) experienced materially accelerated the collection of Accounts Receivable or effected any shutdowndecelerated payment of accounts payable, slow-down, or cessation except in the ordinary course of any operations conducted by, or constituting part of, itbusiness consistent with past practice.
Appears in 1 contract
Conduct of Business; Certain Actions. Except for the Strip-Out ------------------------------------ Transactions (as defined in Section 4.2, below) or as set forth in on Schedule 3.63.8 attached hereto, ------------ since December the March 31, 19962002, EME the Company has conducted its business and operations in the ordinary course and consistent with its past practices and has not (a) paid or declared any dividend or distribution or purchased or retired any indebtedness from any Seller or any holder of its shareholders, partners, members or other owners capital stock of the Company (an a "Equity HolderStockholder") and has not purchased, retired, or redeemed any stock, partnership or membership interest, or other ownership interest capital stock from any Seller or Equity HolderStockholder, (b) increased the compensation of any of the Sellersdirectors, shareholders, partners, members or other ownersofficers, or key employees or sales representatives of the Company or, except for wage and salary increases made in the ordinary course of business and consistent with the past practices of EMEthe Company, increased the compensation of any other employees or sales representatives of EMEthe Company, (c) made any capital expenditures exceeding $10,000 25,000 individually or $25,000 50,000 in the aggregate, (d) sold any asset (or any group of related assets) in any transaction (or series of related transactions) in which the purchase price for such asset (or group of related assets) exceeded $10,000 25,000 individually or $50,000 in the aggregate (other than sales of inventory in the ordinary course of business), (e) discharged or satisfied any lien or encumbrance Lien or paid any material obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of business, (f) made or guaranteed any loans or advances (other than advances made to employees in the ordinary course of business consistent with past practices) any party whatsoever, (g) suffered or permitted any lien, security interest, claim, charge, or other encumbrance Lien to arise or be granted or created against or upon any of its assetsthe assets of the Company, real or personal, tangible or intangible, (h) canceledcancelled, waived, or released any of its material the Company's debts, rights, or claims against third parties, (i) amended its articles the certificate of incorporation, articles incorporation or bylaws of organization, bylaws, partnership agreement or other organizational documentsthe Company, (j) made made, paid or paid incurred (1) any severance or termination payment or obligation therefor with respect to any employee employee, consultant, or consultantsales representative of the Company or (2) any legal or accounting fees, as to items (1) and (2) together, in excess $50,000 in the aggregate, (k) made any change in its the method of accountingaccounting of the Company, (l) made any investment or commitment therefor in any person, business, corporation, association, partnership, limited liability company, joint venture, trust, or other entity, (m) made, entered into, amended, or terminated any written employment contract, (n) created, made, amended, or terminated any bonus, stock option, pension, retirement, profit sharing, or other employee benefit plan or arrangement, or withdrawn from any "multi-employer plan" (as defined in Section 414(f) of the Internal Revenue Code of 1986, as amended (the "Code")) so as to create any liability under Article IV of ERISA the Employee Retirement Income Security Act of 1974, as amended (as hereinafter definedincluding applicable regulations) ("ERISA") to any person or entity, (on) amended, terminated amended or experienced a termination of any material contract, agreement, lease, franchise, or license to which it the Company is a party, except in the ordinary course of business, (o) incurred or assumed any indebtedness (whether directly or by way of guaranty or otherwise) for borrowed money, except in the ordinary course of business, (p) entered enter into any other material transactions transaction except in the ordinary course of business, (q) entered into any contract, commitment, agreement, or understanding to do any acts described in the foregoing clauses (a)-(p) of this SectionSection 3.8, (r) suffered any material damage, destruction, or loss (whether or not covered by insurance) to any assets, (s) experienced any strike, slowdown, or demand for recognition by a labor organization by or with respect to any of its employeesthe employees of the Company, or (t) experienced or effected any shutdown, slow-down, or cessation of any operations conducted by, or constituting part of, itthe Company, (u) materially accelerated the collection of accounts receivable or decelerated payment of accounts payable, except in the ordinary course of business consistent with past practice, or (v) made or rescinded any material express or deemed election relating to Taxes, settled or compromised any material claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, or except as may be required by applicable law, made any change to any of its material methods of reporting income or deductions for federal income tax purposes from those employed in the preparation of its most recently filed federal income tax return.
Appears in 1 contract
Conduct of Business; Certain Actions. Except for the Strip-Out ------------------------------------ Transactions (as defined in Section 4.2, below) or as set forth in on Schedule 3.63.8 attached hereto, ------------ since December 31September 30, 19961997, EME has the Company and the Subsidiary have conducted its their business and operations in the ordinary course and consistent with its past practices and has have not (a) purchased or retired any indebtedness from any Seller or any of its shareholders, partners, members or other owners (an "Equity Holder") and has not purchased, retired, or redeemed any stock, partnership or membership interest, or other ownership interest capital stock from any Seller or Equity Holderstockholder, (b) increased the compensation of made any of the Sellers, shareholders, partners, members or other owners, or key employees or, except for wage and salary increases made in the ordinary course of business and consistent with the past practices of EME, increased the compensation of any other employees of EME, (c) made capital expenditures exceeding $10,000 25,000 individually or $25,000 100,000 in the aggregate, (dc) sold any asset (or any group of related assets) in any transaction (or series of related transactions) in which the purchase price for such asset (or group of related assets) exceeded $10,000 25,000 (other than sales of inventory in the ordinary course of business), (e) discharged or satisfied any lien or encumbrance or paid any material obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of business, (fd) made or guaranteed any loans or advances (other than advances made to employees in the ordinary course of business consistent with past practices) any party whatsoever, (ge) suffered or permitted any lien, security interest, claim, charge, or other encumbrance to arise or be granted or created against or upon any of its assetsthe assets of the Company or the Subsidiary, real or personal, tangible or intangible, (hf) canceledcancelled, waived, or released any of its material debts, rights, or claims against third parties, (ig) amended its articles their certificate of incorporation, articles of organization, incorporation or bylaws, partnership agreement or other organizational documents, (j) made or paid any severance or termination payment to any employee or consultant, (k) made any change in its method of accounting, (lh) made any investment or commitment therefor in any person, business, corporation, association, partnership, limited liability company, joint venture, trust, or other entity, (mi) made, entered into, amended, or terminated any written employment contract, (n) created, made, amended, or terminated any bonus, stock option, pension, retirement, profit sharing, or other employee benefit plan or arrangement, or withdrawn from any "multi-employer plan" (as defined in Section 414(f) of the Internal Revenue Code of 1986, as amended (the "Code")) so as to create any liability under Article IV of ERISA (as hereinafter defined) to any person or entity, (oj) amendedincurred or assumed any indebtedness (whether directly or by way of guaranty or otherwise) for borrowed money, terminated or experienced a termination of any material contract, agreement, lease, franchise, or license to which it is a party, (p) entered into any other material transactions except in the ordinary course of business, (q) entered into any contract, commitment, agreement, or understanding to do any acts described in the foregoing clauses (a)-(p) of this Section, (r) suffered any material damage, destruction, or loss (whether or not covered by insurance) to any assets, (sk) experienced any strike, slowdown, or demand for recognition by a labor organization by or with respect to any of its employees, or (t) experienced or effected any shutdown, slow-down, or cessation of any operations conducted by, or constituting part of, it.
Appears in 1 contract
Conduct of Business; Certain Actions. Except for the Strip-Out ------------------------------------ Transactions (as defined in Section 4.2, below) or as set forth in on Schedule 3.63.5 attached hereto, ------------ and except as expressly required or contemplated under the terms of this Agreement and the other Transaction Documents, since December 31the Balance Sheet Date, 1996, EME Seller has conducted its business and operations in the ordinary course and consistent with its past practices and has not (a) purchased or retired any indebtedness from any Seller or any of its shareholders, partners, members or other owners (an "Equity Holder") and has not purchased, retired, or redeemed any stock, partnership or membership interest, or other ownership interest from any Seller or Equity Holder, (b) increased the compensation of any of the Sellersemployees, shareholdersagents, partnerscontractors, members vendors or other owners, or key employees orparties providing services to Seller, except for wage and salary increases made in the ordinary course of business and consistent with the past practices of EME, increased the compensation of any other employees of EMESeller, (c) made capital expenditures exceeding $10,000 individually or $25,000 in the aggregate, (db) sold any asset (or any group of related assets) in any transaction (or series of related transactions) in which the purchase price or book value for such asset (or group of related assets) exceeded $10,000 (other than sales of inventory in the ordinary course of business)10,000, (e) discharged or satisfied any lien or encumbrance or paid any material obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of business, (f) made or guaranteed any loans or advances (other than advances made to employees in the ordinary course of business consistent with past practices) whatsoever, (gc) suffered or permitted any lien, security interest, claim, charge, or other encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible, (h) canceled, waived, or released any of its material debts, rights, or claims against third parties, (id) amended its articles of incorporation, articles of organization, bylaws, partnership agreement or other organizational documents, (je) made or paid any severance or termination payment to any employee director, officer, employee, agent, contractor, vendor or consultant, (kf) made any change in its method of accounting, (lg) made any investment or commitment therefor in any person, business, corporation, association, partnership, limited liability company, joint venture, trust, or other entity, (m) made, entered into, amended, or terminated any written employment contract, (n) created, made, amended, or terminated any bonus, stock option, pension, retirement, profit sharing, or other employee benefit plan or arrangement, or withdrawn from any "multi-employer plan" (as defined in Section 414(f) of the Internal Revenue Code of 1986, as amended (the "Code")) so as to create any liability under Article IV of ERISA (as hereinafter defined) to any person or entity, (oh) amended, terminated or experienced a termination of any material contract, agreement, lease, franchise, or license to which it is a party, (pi) entered into any other material transactions except in the ordinary course of business, (qj) changed or suspended its procedures for collecting accounts receivable and paying its accounts payable, (k) entered into any contract, commitment, agreement, or understanding to do any acts described in the foregoing clauses (a)-(pa)-(j) of this Section, (rl) suffered any material damage, destruction, or loss (whether or not covered by insurance) to any assets, (sm) experienced any strike, slowdown, or demand for recognition by a labor organization by or with respect to any of its employees, or (tn) experienced or effected any shutdown, slow-down, or cessation of any operations conducted by, or constituting part of, it.
Appears in 1 contract
Samples: Contribution Agreement (Prime Medical Services Inc /Tx/)
Conduct of Business; Certain Actions. Except for the Strip-Out ------------------------------------ Transactions (as defined in Section 4.2, below) or as set forth in on Schedule 3.63.8 attached hereto, ------------ since December 31, 19961994, EME Page One has conducted its business and operations in the ordinary course and consistent with its past practices and has not (a) purchased or retired any indebtedness from any Seller or any of its shareholders, partners, members or other owners (an "Equity Holder") and has not purchased, retired, or redeemed any stock, partnership or membership interest, or other ownership interest from any Seller or Equity Holder, (b) increased the compensation of any of the Sellersdirectors, shareholders, partners, members or other ownersofficers, or key employees of the System other than the Sellers or, except for wage and salary increases made in the ordinary course of business and consistent with the past practices of EMEPage One, increased the compensation of any other employees of EMEthe System, (cb) made any capital expenditures exceeding $10,000 5,000 individually or $25,000 15,000 in the aggregate, (dc) sold any asset (or any group of related assets) used in the operation of the System in any transaction (or series of related transactions) in which the purchase price for such asset (or group of related assets) exceeded $10,000 3,000, (other than sales of inventory in the ordinary course of business), course) (ed) discharged or satisfied any lien or encumbrance or paid any material obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of business, (fe) made or guaranteed any loans or advances (other than advances made to employees in the ordinary course of business consistent with past practices) any party whatsoever, (gf) suffered or permitted any lien, security interest, claim, charge, or other encumbrance to arise or be granted or created against or upon any of its Page One's assets, real that will not be satisfied at or personal, tangible or intangiblebefore Closing, (hg) canceledcancelled, waived, or released any of its material debts, rights, or claims of the System against third parties, (i) amended its articles of incorporation, articles of organization, bylaws, partnership agreement or other organizational documents, (j) made or paid any severance or termination payment to any employee or consultant, (kh) made any change in its the method of accountingaccounting of Page One, (li) made any investment or commitment therefor in any person, business, corporation, limited liability company, association, partnership, limited liability company, joint venture, trust, or other entityentity that would impair the System's cash flow or performance, (mj) made, entered into, amended, or terminated any written employment contract, (n) contract or created, made, amended, or terminated any bonus, stock option, pension, retirement, profit sharing, or other employee benefit plan or arrangement, or withdrawn from any "multi-multi- employer plan" (as defined in Section 414(f) of the Internal Revenue Code of 1986, as amended (the "Code")) so as to create any liability under Article IV of ERISA (as hereinafter defined) to any person or entity, (ok) amended, terminated renewed, or experienced a termination of any material contract, agreement, lease, franchise, or license related to the conduct of the System to which it Page One is a party, except in the ordinary course of business or as expressly permitted in this Agreement, (pl) entered into any other material transactions relating to the System except in the ordinary course of business, (qm) entered into any contract, commitment, agreement, or understanding to do any acts described in the foregoing clauses (a)-(pa)-(l) of this SectionSection 3.8, (ro) suffered any material damage, destruction, or loss (whether or not covered by insurance) to any of Page One's assets, (sp) experienced any strike, slowdown, or demand for recognition by a labor organization by or with respect to any of its employeesthe employees of the System, or (tq) experienced or effected any shutdown, slow-down, or cessation of any operations conducted by, or constituting part of, itthe System.
Appears in 1 contract
Conduct of Business; Certain Actions. Except for the Strip-Out ------------------------------------ Transactions (as defined in Section 4.2, below) or as set forth in Schedule 3.6on SCHEDULE 3.8 attached hereto, ------------ since December 31June 30, 19961995, EME Apple has conducted its business and operations in the ordinary course and consistent with its past practices and has not (a) purchased or retired any indebtedness from any Seller or any of its shareholders, partners, members or other owners (an "Equity Holder") and has not purchased, retired, or redeemed any stock, partnership or membership interest, or other ownership interest from any Seller or Equity Holder, (b) increased the compensation of any of the Sellersits directors, shareholders, partners, members or other ownersofficers, or key employees or, except for wage and salary increases made in the ordinary course of business and consistent with the past practices of EMEApple, increased the compensation of any other employees of EMEApple employees, (cb) made any capital expenditures exceeding $10,000 5,000 individually or $25,000 15,000 in the aggregateaggregate (other than purchases of pagers for inventory in the ordinary course of business and capital expenditures in connection with the construction of transmitting sites in the ordinary course of business), (dc) sold any asset (or any group of related assets) in any transaction (or series of related transactions) in which the purchase price for such asset (or group of related assets) exceeded $10,000 (other than sales of inventory in the ordinary course of business)3,000, (ed) discharged or satisfied any lien or encumbrance or paid any material obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of business, (fe) made or guaranteed any loans or advances (other than advances made to employees in the ordinary course of business consistent with past practices) any party whatsoever, (gf) suffered or permitted any lien, security interest, claim, charge, or other encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible, (hg) canceledcancelled, waived, or released any of its material debts, rights, or claims against third parties, (i) amended its articles of incorporation, articles of organization, bylaws, partnership agreement or other organizational documents, (j) made or paid any severance or termination payment to any employee or consultant, (kh) made any change in its the method of accountingaccounting of Apple, (li) made any investment or commitment therefor in any person, business, corporation, limited liability company, association, partnership, limited liability company, joint venture, trust, or other entity, (mj) made, entered into, amended, or terminated any written employment contract, (n) contract or created, made, amended, or terminated any bonus, stock option, pension, retirement, profit sharing, or other employee benefit plan or arrangement, or withdrawn from any "multi-employer plan" (as defined in Section 414(f) of the Internal Revenue Code of 1986, as amended (the "Code")) so as to create any liability under Article IV of ERISA (as hereinafter defined) to any person or entity, (ok) amended, terminated renewed, or experienced a termination of any material contract, agreement, lease, franchise, or license to which it Apple is a party, except in the ordinary course of business, (pl) entered into any other material transactions except in the ordinary course of business, (qm) entered into any contract, commitment, agreement, or understanding to do any acts described in the foregoing clauses (a)-(pa)-(l) of this SectionSection 3.8, (rn) suffered any material damage, destruction, or loss (whether or not covered by insurance) to any of the its assets, (so) experienced any strike, slowdown, or demand for recognition by a labor organization by or with respect to any of its employees, or (tp) experienced or effected any shutdown, slow-down, or cessation of any operations conducted by, or constituting part of, itits operations.
Appears in 1 contract
Conduct of Business; Certain Actions. Except for the Strip-Out ------------------------------------ Transactions (as defined in Section 4.2, below) or as set forth in Schedule 3.6, ------------ since December Since March 31, 19961997, EME the ------------------------------------ Partnership has conducted its business and operations in the ordinary course and consistent with its past practices and has not (a) purchased or retired any indebtedness or partnership interest from any Seller or any of its shareholders, partners, members or other owners (an "Equity Holder") and has not purchased, retired, or redeemed any stock, partnership or membership interest, or other ownership interest from any Seller or Equity Holder, (b) increased the compensation of any of the Sellers, shareholders, its partners, members or employees, (c) incurred any indebtedness exceeding $10,000 in the aggregate (other owners, or key employees or, except for wage and salary increases made than open accounts payable arising in the ordinary course of business and consistent with the past practices of EME, increased the compensation of any other employees of EME, (c) made capital expenditures exceeding $10,000 individually or $25,000 in the aggregatebusiness), (d) sold any asset (or any group of related assets) in any transaction (or series of related transactions) in which the purchase price for such asset (or group of related assets) exceeded $10,000 (other than sales of inventory in the ordinary course of business), (e) discharged or satisfied any lien or encumbrance or paid any material obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of business, (f) made or guaranteed any loans or advances (other than advances made to employees in the ordinary course of business consistent with past practices) whatsoever, (gf) suffered or permitted any lien, security interest, claim, charge, or other encumbrance to arise or be granted or created against or upon any of its assetsthe assets of the Partnership, real or personal, tangible or intangible, (hg) canceled, waived, or released any of its material the Partnership's debts, rights, or claims against third parties, (ih) amended had any amendments to its articles of incorporation, articles of organization, bylaws, partnership agreement or other organizational documentsagreement, (ji) made or paid any severance or termination payment to any employee or consultantconsultant in excess of $10,000, (kj) made any change in its the method of accountingaccounting of the Partnership, (lk) made any investment or commitment therefor in any person, business, corporation, association, partnership, limited liability company, joint venture, trust, or other entity, (ml) made, entered into, amended, or terminated any written employment contract, (n) or created, made, amended, or terminated any bonus, stock option, pension, retirement, profit sharing, or other employee benefit plan or arrangement, or withdrawn from any "multi-employer plan" (as defined in Section 414(f) of the Internal Revenue Code of 1986, as amended (the "Code")) so as to create any liability under Article IV of ERISA (as hereinafter defined) to any person or entity, (om) amended, terminated or experienced a termination of any material contract, agreement, lease, franchise, or license to which it the Partnership is a party, (pn) entered into any other material transactions except in the ordinary course of business, (qo) entered into any contract, commitment, agreement, or understanding to do any acts described in the foregoing clauses (a)-(pa)-(n) of this Section, or (rp) suffered any material damage, destruction, or loss (whether or not covered by insurance) to any assets, (s) experienced any strike, slowdown, or demand for recognition by a labor organization by or with respect to any of its employees, or (t) experienced or effected any shutdown, slow-down, or cessation of any operations conducted by, or constituting part of, it.
Appears in 1 contract
Samples: Partnership Interest Purchase Agreement (Prime Medical Services Inc /Tx/)
Conduct of Business; Certain Actions. Except for the Strip-Out ------------------------------------ Transactions (as defined in Section 4.2, below) or as set forth in on Schedule 3.62.4 attached hereto, ------------ since December March 31, 19962002, EME to the actual knowledge without due inquiry of the Sellers, the Company has conducted its business and operations of the business in the ordinary course of business and consistent with its past practices and has not (a) engaged in any action requiring consent of the managers under either the Texas Limited Liability Company Act or the Company's Regulations, (b) purchased or retired any indebtedness from any Seller indebtedness, or any of its shareholders, partners, members or other owners (an "Equity Holder") and has not purchased, retired, or redeemed any stockownership interest from, partnership any manager, member, officer, employee or membership interestaffiliate of the Company, or engaged in any other ownership interest transaction that involves or requires distributions of money or other assets from the Company to any Seller manager, member, officer, employee or Equity Holderaffiliate of the Company if such other transaction is not done in the ordinary course of business or is not consistent with past practices of the Company, (bc) increased the compensation of any of the Sellersmanagers, shareholdersmembers, partnersofficers, members employees, agents, contractors, vendors or other owners, or key employees orparties, except for wage and salary increases made in the ordinary course of business and consistent with the past practices of EME, increased the compensation of any other employees of EMECompany, (cd) made or committed to make any capital expenditures expenditures, or incurred or committed to incur any debt or obligation, exceeding $10,000 individually or $25,000 in the aggregate, except in the ordinary course of business consistent with past practices, (de) except in the ordinary course of business consistent with past practices, sold any asset (or any group of related assets) in any transaction (or series of related transactions) in which the purchase price or book value for such asset (or group of related assets) exceeded $10,000 (other than sales of inventory in the ordinary course of business)10,000, (ef) discharged or satisfied any lien or encumbrance or paid any material obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of businessbusiness consistent with past practices, (fg) made or guaranteed any loans or advances (other than advances made to employees in the ordinary course of business consistent with past practices) any party whatsoever, (gh) suffered or permitted any lien, security interest, claim, charge, or other encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible, (hi) canceled, waived, or released any of its material debts, rights, or claims against third parties, (i) amended its articles parties other than settlement of incorporation, articles accounts recorded in the ordinary course of organization, bylaws, partnership agreement or other organizational documentsbusiness to the extent such accounts are satisfied in accordance with their original terms, (j) made or paid any severance or termination payment to any employee manager, member, officer, employee, agent, contractor, vendor or consultant, (k) made any change in its method of accounting, (l) made any investment or commitment therefor in any person, business, corporation, association, partnership, limited liability company, joint venture, trust, or other entity, (m) made, entered into, amended, or terminated any written employment contract, (n) created, made, amended, or terminated any bonus, stock option, pension, retirement, profit sharing, or other employee benefit plan or arrangement, or withdrawn from any "multi-employer plan" (as defined in Section 414(f) of the Internal Revenue Code of 1986, as amended (the "Code")) so as to create any liability under Article IV of ERISA (as hereinafter defined) to any person or entity, (on) amended, terminated or experienced a termination of any material contract, material agreement, material lease, material franchise, or material license to which it is a party, (po) entered into made any other material transactions distributions, in cash or in kind, to its members, or to any person or entity related to or affiliated therewith, in any capacity, except such distributions as are made in the ordinary course of businessthe Company's business consistent with past practices, (qp) entered into any contract, commitment, agreement, or understanding to do any acts described in the foregoing clauses (a)-(pa)-(o) of this Section, (rq) suffered any material damage, destruction, or loss (whether or not covered by insurance) to any assets, (sr) experienced any strike, slowdown, or demand for recognition by a labor organization by or with respect to any of its employees, or (ts) experienced or effected any shutdown, slow-down, or cessation of any operations conducted by, or constituting part of, it.
Appears in 1 contract
Samples: Purchase Agreement (Prime Medical Services Inc /Tx/)
Conduct of Business; Certain Actions. Except for the Strip-Out ------------------------------------ Transactions (as defined in Section 4.2, below) or as set forth in on Schedule 3.63.5 attached hereto, ------------ since December 31June 30, 19961999, EME BDEC has conducted its business the Business and operations of the Business in the ordinary course and consistent with its past practices and has not not, with respect to or in a manner affecting the Business (a) purchased or retired any indebtedness from any Seller or any of its shareholders, partners, members or other owners (an "Equity Holder") and has not purchased, retired, or redeemed any stock, partnership or membership interest, or other ownership interest from any Seller or Equity HolderSeller, (b) increased the compensation of any of the Sellersemployees, shareholdersagents, partnerscontractors, members vendors or other owners, or key employees orparties, except for wage and salary increases made in the ordinary course of business and consistent with the past practices of EME, increased the compensation of any other employees of EMEBDEC, (c) made capital expenditures exceeding $10,000 individually or $25,000 in the aggregate, (d) sold any asset (or any group of related assets) in any transaction (or series of related transactions) in which the purchase price or book value for such asset (or group of related assets) exceeded $10,000 (other than sales of inventory in the ordinary course of business)10,000, (e) discharged or satisfied any lien or encumbrance or paid any material obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of business, (f) made or guaranteed any loans or advances (other than advances made to employees in the ordinary course of business consistent with past practices) any party whatsoever, (g) suffered or permitted any lien, security interest, claim, charge, or other encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible, (h) canceled, waived, or released any of its material BDEC's debts, rights, or claims against third parties, (i) amended its articles of incorporation, articles of organization, bylaws, partnership agreement or other organizational documents, (j) made or paid any severance or termination payment to any employee or consultant, (k) made any change in its method of accounting, (l) made any investment or commitment therefor in any person, business, corporation, association, partnership, limited liability company, joint venture, trust, or other entity, (mj) made, entered into, amended, or terminated any written employment contract, (n) created, made, amended, or terminated any bonus, stock option, pension, retirement, profit sharing, or other employee benefit plan or arrangement, or withdrawn from any "multi-employer plan" (as defined in Section 414(f) of the Internal Revenue Code of 1986, as amended (the "Code")) so as to create any liability under Article IV of ERISA (as hereinafter defined) to any person or entity, (ok) amended, terminated or experienced a termination of any material contract, agreement, lease, franchise, or license to which it is a party, (pl) entered into any other material transactions except in the ordinary course of business, (qm) entered into any contract, commitment, agreement, or understanding to do any acts described in the foregoing clauses (a)-(pa)-(l) of this Section, (rn) suffered any material damage, destruction, or loss (whether or not covered by insurance) to any assets, (so) experienced any strike, slowdown, or demand for recognition by a labor organization by or with respect to any of its employees, or (tp) experienced or effected any shutdown, slow-down, or cessation of any operations conducted by, or constituting part of, it. Each of LASIK, Newco I and Newco II were formed in contemplation of the transactions described in this Agreement, and none of them has conducted any business since its formation (except for the authorization of and entering into this Agreement and the Transaction Documents).
Appears in 1 contract
Samples: Contribution Agreement (Prime Medical Services Inc /Tx/)
Conduct of Business; Certain Actions. .. Except for the Strip-Out ------------------------------------ Transactions (as defined in Section 4.2, below) or as set forth in on Schedule 3.63.8 attached hereto, ------------ since December 31the Last Audit Date, 1996, EME the Company has conducted its business and operations in the ordinary course and consistent with its past practices and has not (a) paid or declared any dividend or distribution or purchased or retired any indebtedness from any Seller or any holder of its shareholders, partners, members or other owners capital stock of the Company (an hereinafter referred to as a "Equity HolderStockholder") and has not purchased, retired, or redeemed any stock, partnership or membership interest, or other ownership interest capital stock from any Seller or Equity HolderStockholder, (b) increased the compensation of any of the Sellersdirectors, shareholders, partners, members or other ownersofficers, or key employees or sales representatives of the Company or, except for wage and salary increases made in the ordinary course of business and consistent with the past practices of EMEthe Company, increased the compensation of any other employees or sales representatives of EMEthe Company, (c) made any capital expenditures exceeding $10,000 25,000 individually or $25,000 50,000 in the aggregate, (d) sold any asset (or any group of related assets) in any transaction (or series of related transactions) in which the purchase price for such asset (or group of related assets) exceeded $10,000 25,000 individually or $50,000 in the aggregate (other than sales of inventory in the ordinary course of business), (e) discharged or satisfied any lien or encumbrance Lien or paid any material obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of business, (f) made or guaranteed any loans or advances (other than advances made to employees in the ordinary course of business consistent with past practices) any party whatsoever, (g) suffered or permitted any lien, security interest, claim, charge, or other encumbrance Lien to arise or be granted or created against or upon any of its assetsthe assets of the Company, real or personal, tangible or intangible, (h) canceledcancelled, waived, or released any of its material the Company's debts, rights, or claims against third partiesparties except in accordance with past practices of the Company, (i) amended its articles the certificate of incorporation, articles incorporation or bylaws of organization, bylaws, partnership agreement or other organizational documentsthe Company, (j) made made, paid or paid incurred (1) any severance or termination payment or obligation theretofore with respect to any employee employee, consultant, or consultantsales representative of the Company or (2) any legal or accounting fees, as to items (1) and (2) together, in excess $50,000 in the aggregate, (k) made any change in its the method of accountingaccounting of the Company, (l) made any investment or commitment therefor theretofore in any person, business, corporation, association, partnership, limited liability company, joint venture, trust, or other entity, (m) made, entered into, amended, or terminated any written employment contract, (n) created, made, amended, or terminated any bonus, stock option, pension, retirement, profit sharing, or other employee benefit plan or arrangement, or withdrawn from any "multi-employer plan" (as defined in Section 414(f) of the Internal Revenue Code of 1986, as amended (hereinafter referred to as the "Code")) so as to create any liability under Article IV of ERISA (as hereinafter defined) to any person or entity, except for the employment agreements with Mark Jones, Andy McBee and Gary Xxxxxxxxx, (ox) amended, terminated xxxxxxx or experienced a exxxxxxxxxx x termination of any material contract, agreement, lease, franchise, or license to which it the Company is a party, except in the ordinary course of business, (o) incurred or assumed any indebtedness (whether directly or by way of guaranty or otherwise) for borrowed money, except in the ordinary course of business, (p) entered enter into any other material transactions transaction except in the ordinary course of business, (q) entered into any contract, commitment, agreement, or understanding to do any acts described in the foregoing clauses (a)-(p) of this SectionSection 3.8, (r) suffered any material damage, destruction, or loss (whether or not covered by insurance) to any assets, (s) experienced any strike, slowdown, or demand for recognition by a labor organization by or with respect to any of its employeesthe employees of the Company, or (t) experienced or effected any shutdown, slow-down, or cessation of any operations conducted by, or constituting part of, itthe Company, (u) materially accelerated the collection of accounts receivable or decelerated payment of accounts payable, except in the ordinary course of business consistent with past practice, or (v) made or rescinded any material express or deemed election relating to Taxes, settled or compromised any material claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, or except as may be required by applicable law, made any change to any of its material methods of reporting income or deductions for federal income tax purposes from those employed in the preparation of its most recently filed federal income tax return.
Appears in 1 contract
Conduct of Business; Certain Actions. Except for the Strip-Out ------------------------------------ Transactions (as defined in Section 4.2, below) or as set forth in on Schedule 3.64.12 or as contemplated by this Agreement or the Transaction Documents, ------------ since December 31September 30, 19962000, EME the Company has conducted its business and operations in the ordinary course and consistent with its past practices and has not (a) paid or declared any dividend or distribution or purchased or retired any indebtedness from any Seller or any holder of its shareholders, partners, members or other owners capital stock of the Company (an a "Equity HolderStockholder") and has not purchased, retired, or redeemed any stock, partnership or membership interest, or other ownership interest capital stock from any Seller or Equity HolderStockholder, (b) increased the compensation of any of the Sellersdirectors, shareholders, partners, members or other ownersofficers, or key employees orof the Company, except for wage and salary increases made in the ordinary course of business and consistent with the past practices of EME, increased the compensation of any other employees of EMECompany, (c) made any capital expenditures exceeding $10,000 100,000 individually or $25,000 800,000 in the aggregate, (d) sold any asset (or any group of related assets) in any transaction (or series of related transactions) in which the purchase price for such asset (or group of related assets) exceeded $10,000 (other than sales of inventory 25,000 individually or $100,000 in the ordinary course of business)aggregate, (e) discharged or satisfied any lien or encumbrance material Encumbrance or paid any material obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of business, (f) made or guaranteed any loans or advances (other than advances made to employees in the ordinary course of business consistent with past practices) any party whatsoever, (g) suffered or permitted any lien, security interest, claim, charge, or other encumbrance Encumbrance to arise or be granted or created against or upon any of its assetsthe assets of the Company, real or personal, tangible or intangible, (h) canceledcancelled, waived, or released any of its material the Company's debts, rights, or claims against third parties, (i) amended its articles the Certificate of incorporation, articles Incorporation or Bylaws of organization, bylaws, partnership agreement or other organizational documentsthe Company, (j) made made, paid or paid incurred any severance or termination payment or obligation therefor with respect to any employee employee, consultant, or consultantsales representative of the Company, (k) made any change in its the method of accountingaccounting of the Company, (l) made any investment or commitment therefor in any person, business, corporation, association, partnership, limited liability company, joint venture, trust, or other entityPerson, (m) made, entered into, amended, or terminated any written employment contract, contract (nor any oral employment contract involving more than $50,000 per year) created, made, amended, or terminated any bonus, stock option, pension, retirement, profit sharing, or other employee benefit plan or arrangement, or withdrawn from any "multi-employer plan" (as defined in Section 414(f) of the Internal Revenue Code of 1986, as amended (the "Code")amended) so as to create any liability under Article IV of ERISA (as hereinafter defined) to any person or entity, (on) amended, terminated amended or experienced a termination of any material contract, agreement, lease, franchise, or license to which it the Company is a party, except in the ordinary course of business, (o) incurred or assumed any indebtedness (whether directly or by way of guaranty or otherwise) for borrowed money, except in the ordinary course of business, (p) entered into any other material transactions transaction, except in the ordinary course of business, (q) entered into any contract, commitment, agreement, or understanding to do any acts described in the foregoing clauses (a)-(p) of this SectionSection 4.12, (r) suffered any material damage, destruction, or loss (whether or not covered by insurance) to any assets, (s) experienced any strike, slowdown, or demand for recognition by a labor organization by or with respect to any of its employeesthe employees of the Company, or (t) experienced or effected any shutdown, slow-down, or cessation of any operations conducted by, or constituting part of, itthe Company, (u) materially accelerated the collection of accounts receivable or decelerated payment of accounts payable, except in the ordinary course of business consistent with past practice, or (v) made or rescinded any material express or deemed election relating to taxes, settled or compromised any material claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to taxes, or except as may be required by applicable law, made any change to any of its material methods of reporting income or deductions for federal income tax purposes from those employed in the preparation of its most recently filed federal income tax return.
Appears in 1 contract
Samples: Securities Purchase Agreement (Vesta Insurance Group Inc)
Conduct of Business; Certain Actions. Except for the Strip-Out ------------------------------------ Transactions (as defined in Section 4.2, below) or as set forth on Schedule 4.5-A attached hereto (or such other Schedules as are specifically referred to below in Schedule 3.6this Section 4.5), ------------ since December 31, 19961997, EME each of the Partnerships has conducted its business and operations in the ordinary course and consistent with its past practices and has not (a) purchased or retired any indebtedness from any Seller or any of its shareholders, partners, members or other owners (an "Equity Holder") and has not purchased, retired, or redeemed any stock, partnership or membership interest, or other ownership interest from any Seller or Equity Holder, (b) increased the compensation of any of the Sellersits employees, shareholders, partners, members or other owners, or key employees or, except for wage and salary increases made in the ordinary course of business and consistent with the its past practices of EMEpractices, increased the compensation of any other employees of EMEemployees, (cb) made capital expenditures exceeding $10,000 2,500 individually or $25,000 2,500 in the aggregate, except for those expenditures made directly and solely in connection with the Xxxxxx XX project, located at 0000 Xxxxxxx Xxxx, Xxxxxx, Xxxxx 00000, (dc) sold any asset (or any group of related assets) in any transaction (or series of related transactions) in which the purchase price for such asset (or group of related assets) exceeded $10,000 2,500 (other than sales of inventory in the ordinary course of business), (ed) discharged or satisfied any lien or encumbrance or paid any material obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of business, (fe) made or guaranteed any loans or advances (other than advances made to employees in the ordinary course of business consistent with past practices) any party whatsoever, (gf) suffered or permitted any lien, security interest, claim, charge, charge or other encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible, (hg) canceled, waived, waived or released any of its material debts, rights, rights or claims against third parties, (ih) except as set forth on Schedule 4.5-B attached hereto, amended its articles the Articles of incorporationLimited Partnership, articles Certificate of organization, bylaws, partnership agreement Limited Partnership or any other organizational documentsdocument of the Partnerships, (ji) made or paid any severance or termination payment to any employee or consultantconsultant in excess of $2,500, (kj) made any change in its method of accounting, (lk) made any investment or commitment therefor in any person, business, corporation, association, partnership, limited liability company, joint venture, trust, trust or other entity, (ml) except as set forth on Schedule 4.11 and Schedule 4.15, made, entered into, amended, amended or terminated any written employment contract, (n) created, made, amended, amended or terminated any bonus, stock option, pension, retirement, profit sharing, sharing or other employee benefit plan or arrangement, arrangement or withdrawn from any "multi-employer plan" (as defined in Section 414(f) of the Internal Revenue Code of 1986, as amended (the "Code")) so as to create any liability under Article IV of ERISA (as hereinafter defined) to any person or entity, (om) amended, terminated or experienced a termination of any material contract, agreement, lease, franchise, franchise or license to which it is a party, (pn) entered into any other material transactions except in the ordinary course of business, (qo) except for such fees and expenses of the General Partner as have been approved in advance in writing by APS and as are reflected on Schedule 4.5-C attached hereto, distributed any cash or property of the Partnerships, directly or indirectly, to any partner (including, without limitation, any party hereto) in any capacity, (p) entered into any contract, commitment, agreement, agreement or understanding to do any acts described in the foregoing clauses (a)-(pa)-(o) of this Section, (rq) suffered any material damage, destruction, destruction or loss (whether or not covered by insurance) to any assets, (sr) experienced any strike, slowdown, slowdown or demand for recognition by a labor organization by or with respect to any of its employees, or (ts) experienced or effected any shutdown, slow-down, down or cessation of any operations conducted by, or constituting part of, itits business.
Appears in 1 contract
Samples: Contribution and Stock Purchase Agreement (American Physicians Service Group Inc)
