Events Subsequent to January 1, 1997. Since January 1, 1997, except as set forth in Section 2(f) of the Disclosure Schedule, there has not been any adverse change in the assets, Liabilities, business, financial condition, operations, results of operations, or future prospects of the Seller with respect to the operation of the Stations. Without limiting the generality of the foregoing and with respect to the operation of the Stations since that date:
(i) the Seller has not sold, leased, transferred, or assigned any of its material assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business;
(ii) the Seller has not entered into any contract, lease, sublease, license, or sublicense (or series of related contracts, leases, subleases, licenses, and sublicenses) outside the Ordinary Course of Business;
(iii) no party has accelerated, terminated, modified, or canceled any contract, lease, sublease, license, or sublicense (or series of related contracts, leases, subleases, licenses, and sublicenses) involving more than $5,000 to which the Seller is a party or by which it is bound;
(iv) no Security Interest has been imposed upon any of its assets, tangible or intangible;
(v) the Seller has not made any capital expenditure (or series of related capital expenditures) outside the Ordinary Course of Business;
(vi) the Seller has not made any capital investment in, any loan to, or any acquisition of the securities or assets of any other person (or series of related capital investments, loans, and acquisitions) outside the Ordinary Course of Business;
(vii) the Seller has not created, incurred, assumed, or guaranteed any indebtedness (including capitalized lease obligations) outside the Ordinary Course of Business;
(viii) the Seller has not delayed or postponed (beyond its normal practice) the payment of accounts payable and other Liabilities;
(ix) the Seller has not canceled, compromised, waived, or released any right or claim (or series of related rights and claims) outside the Ordinary Course of Business;
(x) the Seller has not granted any license or sublicense of any rights under or with respect to any Intellectual Property;
(xi) the Seller has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property or any action adversely affecting the FCC Licenses of the Stations;
(xii) the Seller has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees...
Events Subsequent to the Date of the Balance Sheet. Since the date of the Balance Sheet, the Company has not (i) issued any stock, bond or other corporate security, (ii) borrowed any amount or incurred or become subject to any liability (absolute, accrued or contingent), except current liabilities incurred and liabilities under contracts entered into in the ordinary course of business, (iii) discharged or satisfied any lien or encumbrance or incurred or paid any obligation or liability (absolute, accrued or contingent) other than current liabilities shown on the Balance Sheet and current liabilities incurred since the date of the Balance Sheet in the ordinary course of business, (iv) declared or made any payment or distribution to stockholders or purchased or redeemed any share of its capital stock or other security, (v) mortgaged, pledged, encumbered or subjected to lien any of its assets, tangible or intangible, other than liens of current real property taxes not yet due and payable, (vi) sold, assigned or transferred any of its tangible assets except in the ordinary course of business, or cancelled any debt or claim, (vii) sold, assigned, transferred or granted any exclusive license with respect to any patent, trademark, trade name, service xxxx, copyright, trade secret or other intangible asset, (viii) suffered any loss of property or waived any right of substantial value whether or not in the ordinary course of business, (ix) made any change in officer compensation except in the ordinary course of business and consistent with past practice, (x) made any material change in the manner of business or operations of the Company, (xi) entered into any transaction except in the ordinary course of business or as otherwise contemplated hereby or (xii) entered into any commitment (contingent or otherwise) to do any of the foregoing.
Events Subsequent. Other than in the ordinary course of the Company’s business, the Company has disclosed to the Subscriber:
(a) Any sale, lease, transfer, license or assignment of any assets, tangible or intangible, of the Company;
(b) Any damage, destruction or property loss, whether or not covered by insurance, affecting adversely the properties or business of the Company;
(c) Any declaration or setting aside or payment of any dividend or distribution with respect to the shares of capital stock of the Company or any redemption, purchase or other acquisition of any such shares;
(d) Any subjection to any lien on any of the assets, tangible or intangible, of the Company other than in the ordinary course of business;
(e) Any incurrence of indebtedness or liability or assumption of obligations by the Company other than in the ordinary course of business;
(f) Any waiver or release by the Company of any right of any material value;
(g) Any compensation or benefits paid to officers or directors of the Company;
(h) Any change made or authorized in the articles of incorporation or bylaws of the Company, except standard corporate minutes pertaining to this transaction and other items approved in the ordinary course of business;
(i) Any loan to or other transaction with any officer, director or stockholder of the Company giving rise to any claim or right of the Company against any such person or of such person against the Company; or
(j) Any material adverse change in the condition (financial or otherwise) of the respective properties, assets, liabilities or business of the Company; or
(k) Any agreement, written or otherwise, to take any of the foregoing actions.
Events Subsequent. (a) Since the Company Balance Sheet Date through the date hereof, (i) there has not been any Material Adverse Effect on the Company, and, (ii) except for the Transactions, the Company has been operated only in the Ordinary Course of Business.
(b) Since the Company Balance Sheet Date through the date hereof, there has not been any:
(i) damage, destruction or other casualty, whether or not covered by insurance, materially affecting the Company or any assets material to the business owned, held or used by the Company;
(ii) transaction or commitment made, or Contract entered into, by the Company, or termination or amendment by the Company of any Contract, in either case, that is material to the Company, other than transactions, commitments, Contracts, terminations or amendments made in the Ordinary Course of Business;
(iii) sale or other disposition of assets that are owned, held or used by the Company other than in the Ordinary Course of Business;
(iv) cancellation, compromise, settlement, waiver or release by the Company involving an amount in excess of One Hundred Thousand Dollars ($100,000);
(v) (w) increase in the compensation or fringe benefits of any present or former director, officer, employee or consultant of the Company, (x) grant of any severance or termination pay to any present or former director, officer or employee of the Company, (y) establishment, adoption, entrance into, amendment or termination of any Employee Benefit Plan or collective bargaining agreement (other than as may be required by the terms of an existing Employee Benefit Plan or as may be required by Applicable Law or in order to maintain its qualification under Sections 401 and 501 of the Code or to provide for the effects of Section 409A of the Code) or (z) grant of any equity or equity-based awards, in the case of each of clause (w), (x), (y) or (z) above, other than in the Ordinary Course of Business or as may be required under Applicable Law or for which the Seller, rather than the Company, shall be responsible; or
(vi) agreement, whether in writing or otherwise, to do any of the foregoing.
(c) Except as set forth in Schedule 3.08 of the Company Disclosure Schedules, since December 31, 2009 through the date hereof, there has been no resignation or termination of any management level employee of the Company.
Events Subsequent. (i) Since the Most Recent Fiscal Month End, the Business of the Seller has been operated in the Ordinary Course of Business and there has not been any material adverse change in the business, financial condition, operations or results of operations of the Seller and, to the Knowledge of the Seller, except as may arise as a result of the awareness, announcement or consummation of the transactions contemplated by this Agreement, no event has occurred or circumstance exists that is reasonably likely to result in such a material adverse change.
(ii) Without limiting the generality of the foregoing clause (i), except as set forth in (section)3(h)(ii) of the Disclosure Schedule, since the Most Recent Fiscal Year End:
(A) to the Knowledge of the Seller, no party (including the Seller) has accelerated, terminated, modified, or cancelled any agreement, contract, lease or license (or series of related agreements, contracts, leases and licenses) involving more than $25,000 to which the Seller is a party or by which it or the Acquired Assets is bound;
(B) the Seller has not created, incurred, assumed or guaranteed any capitalized lease obligation in effect on the date hereof involving more than $25,000 in the aggregate;
(C) the Seller has not delayed or postponed the payment of accounts payable or other Liabilities outside the Ordinary Course of Business;
(D) the Seller has not granted any increase in the base compensation of any of its directors, officers or employees outside the ordinary course of business or made any other change in employment terms for any of its directors, officers or employees outside the Ordinary Course of Business;
(E) to the Knowledge of the Seller, no material supplier, representative, distributor, lessee or lessor who is a party to a Contract included in the Assumed Liabilities or Acquired Assets has (A) terminated or given written notice of its intent to terminate its relationship with the Seller, or (B) threatened in writing to terminate its relationship with the Seller;
(F) to the Knowledge of the Seller, no customer has (1) terminated or modified its relationship with the Seller in any material respect, (2) given notice (whether written or oral)or threatened to terminate or modify its relationship with the Seller in any material respect (including any material adjustments to such customer's off-invoice warranty allowances, if any), (3) made any return or series of returns of products of the Business which are materially in excess of typ...
Events Subsequent. Since the date of the financial statements set forth in Host’s most recent quarterly report, there has not been any adverse change in the assets, liabilities, business, financial condition, operations, results of operations, or future prospects of Host taken as a whole.
Events Subsequent. Since December 31, 2010, and except as disclosed on Schedule 7.1(g), there has not been, occurred or arisen, with respect to Parent:
(i) any change or amendment in its Governing Documents;
(ii) any reclassification, split up or other change in, or amendment of or modification to, the rights of the holders of any of its capital stock;
(iii) any direct or indirect redemption, purchase or acquisition by any Person of any of its capital stock or of any interest in or right to acquire any such stock;
(iv) any issuance, sale, or other disposition of any capital stock, or any grant of any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any capital stock;
(v) any declaration, set aside, or payment of any dividend or any distribution with respect to its capital stock (whether in cash or in kind) or any redemption, purchase, or other acquisition of any of its capital stock;
(vi) the organization of any Subsidiary (other than the Merger Sub) or the acquisition of any shares of capital stock by any Person or any equity or ownership interest in any business;
(vii) any damage, destruction or loss of any of the its properties or assets whether or not covered by insurance;
(viii) any sale, lease, transfer, or assignment of any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business;
(ix) the execution of, or any other commitment to any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) outside the Ordinary Course of Business;
(x) any acceleration, termination, modification, or cancellation of any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses), involving more than $10,000 to which it is a party or by which it is bound;
(xi) any Security Interest or Encumbrance imposed upon any of its assets, tangible or intangible;
(xii) any grant of any license or sublicense of any rights under or with respect to any Parent Intellectual Property;
(xiii) any sale, assignment or transfer (including transfers to any employees, affiliates or shareholders) of any Parent Intellectual Property;
(xiv) any capital expenditure (or series of related capital expenditures) involving more than $10,000 and outside the Ordinary Course of Business;
(xv) any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related ...
Events Subsequent. Since March 8, 2007, except as set forth on Schedule 3.07, (a) there has not occurred or existed any fact, event or circumstance which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on the Company or the Business, (b) the Company and its Subsidiaries have operated only in the Ordinary Course of Business and (c) neither the Company nor any of its Subsidiaries has taken any action that would require the consent of Purchaser pursuant to Section 6.02 or Section 6.03.
Events Subsequent to January 1, 1998. Except as set forth in the SEC Documents and in Schedule 2.6, since January 1, 1998, the Corporation has not (i) issued any stock, bond or other security (except shares issued in connection with the exercise of employee stock options), (ii) borrowed any amount or incurred or become subject to any liability (absolute, accrued or contingent), except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business, (iii) declared or made any payment or distribution to equity holders or purchased or redeemed any share of its capital stock or other security, (iv) mortgaged, pledged or subjected to lien any of its assets, tangible or intangible, other than liens for current taxes not yet due and payable, except for mortgages, pledges or liens that do not exceed $50,000 in the aggregate, (v) sold, assigned or transferred any of its assets except in the ordinary course of business, or canceled any debt or claim, (vi) suffered any material loss of property or waived any right of substantial value whether or not in the ordinary course of business, (vii) made any material change to the Corporation's employee benefit plans, (viii) made any change in the Corporation's accounting principles and practices, (ix) made any material change in the manner of business or operations, (x) entered into any material transaction except in the ordinary course of business or as otherwise contemplated hereby or (xi) entered into any commitment (contingent or otherwise) to do any of the foregoing.
Events Subsequent. Since the Most Recent Form 10-K was filed, there has not been any change in the assets, Liabilities, business, financial condition, operations, results of operations, or future prospects of Century taken as a whole that, either individually or together with other changes, has caused a Material Adverse Effect.
