Distributions, Satisfactions, Obligations. Except as set forth in Schedule 6.10, since the date of the Clariti Interim Financial Statements, to the knowledge of Clariti, Clariti has not: (a) Issued any other shares of its capital stock, bonds or any other of its securities; (b) Incurred any obligations or liabilities for money borrowed, or any additional debt in an original principal amount greater than U.S. $100,000 other than trade debt, or assumed, guaranteed or otherwise become responsible for the obligations of any other party in a principal amount greater than U.S. $100,000, or agreed to so do; (c) Incurred any material obligations or liabilities, in an amount in excess of U.S. $100,000, other than in the ordinary course of business; (d) Mortgaged or pledged or subjected to lien, charge or other encumbrance, any of its assets, tangible or intangible, except for capital leases, equipment leases, or in the ordinary course of business; (e) Declared, set aside or made or paid any dividend or other distribution to any its stockholders, partners or members; or redeemed, purchased or otherwise acquired, directly or indirectly, any of its capital stock or ownership interest, or authorized or effected any split-up or any recapitalization or made any changes in its authorized or issued capital stock; (f) Sold, transferred or disposed of any of its assets except assets used or consumed in the ordinary course of business and obsolete equipment and equipment which has been replaced in the ordinary course of business; (g) Suffered any material adverse change in its business, material damage to its assets, disruption of business or losses, whether covered by insurance or not, or waived any rights of substantial value; or (h) Operated its business in any way other than in the ordinary course.
Appears in 1 contract
Samples: Share Exchange Agreement (Clariti Telecommunications International LTD)
Distributions, Satisfactions, Obligations. Except as set forth in Schedule 6.103.13 hereto, since the date of the Clariti Interim Most Recent Financial StatementsStatements or for and as required by the Disposition, to the knowledge of ClaritiCHH and MediaTel, Clariti has notnone of the Companies has:
(a) Issued any other shares of its capital stock, bonds or any other of its securities;
(b) Incurred any obligations or liabilities for money borrowed, borrowed or any additional debt in an original principal amount greater than U.S. $100,000 other than trade debt, or assumed, guaranteed or otherwise become responsible for the obligations any obligation of any other party in a principal amount greater than U.S. $100,000, or agreed to so do;
(c) Incurred any material obligations or liabilities, liabilities in an amount in excess of U.S. $100,000, other than in the ordinary course of business;
(d) Mortgaged or pledged or subjected to lien, charge or other encumbrance, any of its assets, tangible or intangible, except for capital leases, equipment leases, and liens securing debt in an amount less than U.S. $100,000, or in the ordinary course of business;
(e) Declared, set aside or made or paid any dividend or other distribution to any its stockholders, partners or members; or redeemed, purchased or otherwise acquired, directly or indirectly, any of its capital stock or ownership interest, or authorized or effected any split-up or any recapitalization or made any changes in its authorized or issued capital stock;
(f) Sold, transferred or disposed of any of its assets for consideration in excess of U.S. $ 100,000 or having a book value in excess of U.S. $50,000, except assets used or consumed in the ordinary course of business and obsolete equipment and equipment which has been replaced in the ordinary course of business;
(g) Suffered any material adverse change in its business, material damage to its assets, disruption of business or losses, whether covered by insurance or not, or waived any rights of substantial value; or
(h) Operated its business in any way other than in the ordinary course.
Appears in 1 contract
Samples: Share Exchange Agreement (Clariti Telecommunications International LTD)
Distributions, Satisfactions, Obligations. Except as set forth in Schedule 6.103.13 hereto, since the date of the Clariti Interim Most Recent Financial Statements, to the knowledge of ClaritiCHH and GlobalFirst, Clariti has notnone of the Companies has:
(a) Issued any other shares of its capital stock, bonds or any other of its securities;
(b) Incurred any obligations or liabilities for money borrowed, borrowed or any additional debt in an original principal amount greater than U.S. $100,000 other than trade debt, or assumed, guaranteed or otherwise become responsible for the obligations any obligation of any other party in a principal amount greater than U.S. $100,000, or agreed to so do;
(c) Incurred any material obligations or liabilities, liabilities in an amount in excess of U.S. $100,000, other than in the ordinary course of business;
(d) Mortgaged or pledged or subjected to lien, charge or other encumbrance, any of its assets, tangible or intangible, except for capital leases, equipment leases, and liens securing debt in an amount less than U.S. $100,000, or in the ordinary course of business;
(e) Declared, set aside or made or paid any dividend or other distribution to any its stockholders, partners or members; or redeemed, purchased or otherwise acquired, directly or indirectly, any of its capital stock or ownership interest, or authorized or effected any split-up or any recapitalization or made any changes in its authorized or issued capital stock;
(f) Sold, transferred or disposed of any of its assets for consideration in excess of U.S. $ 100,000 or having a book value in excess of U.S. $50,000, except assets used or consumed in the ordinary course of business and obsolete equipment and equipment which has been replaced in the ordinary course of business;
(g) Suffered any material adverse change in its business, material damage to its assets, disruption of business or losses, whether covered by insurance or not, or waived any rights of substantial value; or
(h) Operated its business in any way other than in the ordinary course.
Appears in 1 contract
Samples: Share Exchange Agreement (Clariti Telecommunications International LTD)
Distributions, Satisfactions, Obligations. Except as set forth in Schedule 6.103.13 hereto, since the date of the Clariti Interim Most Recent Financial StatementsStatements or for and as required by the Disposition, to the knowledge of ClaritiCHH and Mediatel, Clariti has notnone of the Companies has:
(a) Issued any other shares of its capital stock, bonds or any other of its securities;
(b) Incurred any obligations or liabilities for money borrowed, borrowed or any additional debt in an original principal amount greater than U.S. $100,000 other than trade debt, or assumed, guaranteed or otherwise become responsible for the obligations any obligation of any other party in a principal amount greater than U.S. $100,000, or agreed to so do;
(c) Incurred any material obligations or liabilities, liabilities in an amount in excess of U.S. $100,000, other than in the ordinary course of business;
(d) Mortgaged or pledged or subjected to lien, charge or other encumbrance, any of its assets, tangible or intangible, except for capital leases, equipment leases, and liens securing debt in an amount less than U.S. $100,000, or in the ordinary course of business;
(e) Declared, set aside or made or paid any dividend or other distribution to any its stockholders, partners or members; or redeemed, purchased or otherwise acquired, directly or indirectly, any of its capital stock or ownership interest, or authorized or effected any split-up or any recapitalization or made any changes in its authorized or issued capital stock;
(f) Sold, transferred or disposed of any of its assets for consideration in excess of U.S. $ 100,000 or having a book value in excess of U.S. $50,000, except assets used or consumed in the ordinary course of business and obsolete equipment and equipment which has been replaced in the ordinary course of business;
(g) Suffered any material adverse change in its business, material damage to its assets, disruption of business or losses, whether covered by insurance or not, or waived any rights of substantial value; or
(h) Operated its business in any way other than in the ordinary course.
Appears in 1 contract
Samples: Share Exchange Agreement (Clariti Telecommunications International LTD)