Events Subsequent to Balance Sheet Date. Except as provided in Section 3.8 to the Disclosure Schedule, since the Balance Sheet Date, the Business has been operated in the ordinary course and there has not been any change in the business, financial condition, operations or results of operations of the Business, except such changes which, in the aggregate, are not reasonably likely to have a Material Adverse Effect. Except as set forth in Section 3.8 of the Disclosure Schedule, there have not occurred any of the events set forth in Section 5.1 hereof since the Balance Sheet Date.
Events Subsequent to Balance Sheet Date. Except as set forth in Schedule 5.5, since the Balance Sheet Date, there has not been any:
(a) transaction by Seller or any change in the business, results of operations, assets, financial condition or manner of conducting the business of Seller, other than transactions and changes in the ordinary course of business, none of which has had a material adverse effect on such business, results of operations, assets or financial condition;
(b) destruction of, or damage to, or loss of any asset of the Seller that has had or will likely have a material adverse effect on the Business (whether or not covered by insurance);
(c) change in accounting methods or practices by Seller;
(d) direct or indirect increase in the salary or other compensation payable or to become payable by Seller to any of its officers, agents or employees except for regular salary increases, or the declaration, payment or commitment or obligation of any kind for the payment, by Seller of a bonus or other additional salary or compensation to any such person;
(e) employment, bonus or deferred compensation agreement entered into between Seller and any of its officers, agents or employees nor any negotiation with, commitment to, or liability incurred in favor of, any labor organization;
(f) sale or transfer of any asset of Seller having a fair market value in excess of Ten Thousand Dollars ($10,000.00);
(g) mortgage, pledge or other encumbrance of any of the Assets;
(h) entering into, amendment or termination by Seller of any material contract, agreement, franchise, permit or license;
(i) waiver or release of any right or claim of Seller except in the ordinary course of business;
(j) single capital expenditure by Seller exceeding Ten Thousand Dollars ($10,000.00), or any agreement not in the ordinary course of business requiring a payment by Seller in excess of Ten Thousand Dollars ($10,000.00);
(k) direct or indirect redemption or other acquisition by Seller of any shares of capital stock of any class, or any declaration, setting aside, or payment of any dividend or other distribution in respect of capital stock of Seller of any class;
(l) option to purchase, or other right to acquire, stock of any class of Seller granted by Seller to any person;
(m) issuance of shares of capital stock of any class by Seller;
(n) indebtedness incurred by Seller for borrowed money or any commitment to borrow money entered into by Seller or any guarantee given by Seller;
(o) amendment to the Articles of Incorporati...
Events Subsequent to Balance Sheet Date. Except as set forth on Schedule 4.8, from the Balance Sheet Date through the date hereof, (a) Seller has conducted its business only in the ordinary course and consistent with past practice, except for such changes as would not reasonably be expected to have a Material Adverse Effect on Seller, and (b) except as contemplated in this Agreement, including the Contribution, neither Seller nor the Company has:
(1) adopted any amendment to its certificate of incorporation, bylaws, certificate of formation, operating agreement or similar organization documents;
(2) (A) sold, leased, transferred or disposed of any assets or rights other than in the ordinary course of business consistent with past practice, which assets or rights do not involve more than $100,000 in the aggregate, (B) incurred any Lien thereupon, except for Liens incurred in the ordinary course of business consistent with past practice which Liens would not in the aggregate exceed $100,000, (C) acquired or leased any assets or rights other than assets or rights in the ordinary course of business consistent with past practice, that individually or in the aggregate would involve more than $100,000 or (D) entered into any commitment or transaction with respect to (A), (B) or (C) above;
(3) (A) incurred, assumed or refinanced any Indebtedness, or (B) made any loans, advances or capital contributions to, or investments in, any Person other than a wholly-owned Subsidiary in the ordinary course of business and consistent with past practice;
(4) paid, discharged or satisfied any liability, obligation, or Lien other than payment, discharge or satisfaction of (A) Indebtedness as it matured and became due and payable or (B) liabilities, obligations or Liens in the ordinary course of business consistent with past practice;
(5) (A) changed any of the accounting or tax principles, practices or methods used by Seller or the Company, except as required by changes in applicable Tax Laws or (B) changed reserve amounts or policies;
(6) entered into any employment contract or other arrangement or made any change in the compensation payable or to become payable to any of Seller’s or the Company’s officers, employees, agents, consultants or Persons acting in a similar capacity (other than general increases in wages to employees and salaries to officers or Persons acting in a similar capacity in the ordinary course consistent with past practice), or to Persons providing management services, entered into or amended any e...
Events Subsequent to Balance Sheet Date. The Seller has not, except as disclosed on Schedule 4.18, since the Balance Sheet Date:
(a) Adverse Effect. Suffered an Adverse Effect;
Events Subsequent to Balance Sheet Date. Except as contemplated by this Agreement and as set forth in Section 4.07 of the Disclosure Schedule, since the date of the Balance Sheet, there has not been any material adverse change in the business, financial condition, operations or results of operations of the Business. Except as contemplated by this Agreement and as set forth in Section 4.07 of the Disclosure Schedule, but without limiting the generality of the foregoing, since the date of the Balance Sheet:
(a) Seller has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than on an arm's-length basis in the ordinary course of business;
(b) Seller has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) outside the ordinary course of business involving more than $50,000 in the aggregate which will remain an obligation of Seller following the Closing;
(c) no party (including Seller) has accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $50,000 in the aggregate to which Seller is a party or by which Seller is bound;
(d) Seller has not imposed any security interest upon any of its assets, tangible or intangible, other than pursuant to purchase money security interests in the ordinary course of business;
(e) Seller has not made any capital expenditure (or series of related capital expenditures) involving expenditures of more than $50,000 in the aggregate other than as shown on the books and records of Seller made available to the Buyer and its representatives prior to Closing;
(f) Seller has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation involving more than $50,000 in the aggregate except in the ordinary course of business;
(g) Seller has not delayed or postponed the payment of accounts payable and other liabilities, or made or suffered any material adverse change in its relationship with its vendors, outside the ordinary course of business;
(h) there has been no change in the normal operating balances of Seller's inventory that could reasonably have a material adverse effect on the operations of Seller;
(i) Seller has not canceled, compromised, waived, or released any right or claim (or series of related rights and claims) involving more than $50,000...
Events Subsequent to Balance Sheet Date. Since the date of the latest Financial Statement (the "Balance Sheet Date"), there has not been any material adverse change in the business, financial condition, operations or results of operations of Market Guide relating to CRM.
Events Subsequent to Balance Sheet Date. Except in each case as described in Schedule 4.1(v) or as otherwise disclosed in the Balance Sheet or any Schedule to Section 4.1, since the Balance Sheet Date, to the knowledge of Seller there has not been any of the following events related to the Business:
(i) destruction, damage to, or loss of any properties of the Acquired Entity or any Acquired Assets that (after giving effect to any insurance coverage with regard thereto) is reasonably expected to have a Material Adverse Effect;
(ii) change in material accounting policies or practices (including, without limitation, any change in depreciation or amortization policies) used with respect to the Business, except as required under GAAP;
(iii) sale or other disposition of the Acquired Assets or the properties or assets of the Acquired Entity, except (a) assets sold, leased, or otherwise transferred in the ordinary course of business or (b) the sale or disposition of any item of personal property or equipment having a value of less than $100,000 individually or $250,000 in the aggregate or otherwise not prohibited under Section 7.1;
(iv) dividend or other distribution in respect of, or issuance of, any equity interests of the Acquired Entity, other than a dividend to Seller or its Affiliates of any or all of the cash held by the Acquired Entity;
(v) settlement entered into or consent made to any order, decree, or judgment relating to or arising out of any Action (other than an Action included as an Excluded Liability) relating to the Business which is reasonably expected to have a Material Adverse Effect; or
(vi) sale, exclusive licensing or other disposition of any Intellectual Property, except for Intellectual Property licensed to customers on a nonexclusive basis in the ordinary course of business.
Events Subsequent to Balance Sheet Date. Except as disclosed on Schedule 2.1(h), since the date of the Balance Sheet Date, (i) there has not been any Material Adverse Effect, or any event, condition or contingency that is, in the reasonable judgment of senior management of AEL, likely to result in a Material Adverse Effect, other than any changes in the prospects of the business of AEL or any of the AEL Subsidiaries which result from developments affecting the defense industry generally, (ii) neither AEL nor any of the AEL Subsidiaries has (A) sold, transferred, leased, pledged or mortgaged any material assets, properties or rights, except in the ordinary course of operations of their respective businesses, consistent with past practices, (B) made any change in any method of accounting, or (C) made any capital expenditures or commitments for capital expenditures which exceed $100,000 in any case or $500,000 in the aggregate.
Events Subsequent to Balance Sheet Date. Since the Balance Sheet Date, (i) the Company and its Subsidiaries have conducted the Business only in the ordinary course, (ii) there has been no Material Adverse Effect, and (iii) there has not been any material damage, destruction or other casualty loss with respect to any material asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance. Without limiting the generality of the foregoing, since the Balance Sheet Date, none of the Seller, the Company or any of the Company’s Subsidiaries has taken any action (or failed to take any action) that, if taken (or failed to be taken) after the date hereof without the prior written consent of Purchaser would constitute a breach of Section 4.01.
Events Subsequent to Balance Sheet Date. Except as set forth on Schedule IV.2(g), since the Balance Sheet Date, there has not been (i) any material adverse change in the assets, liabilities, business, properties, financial condition, or results of operations of Seller or, to the best knowledge of Seller, future prospects for the Business; (ii) any transaction entered into by Seller other than in the ordinary course of business; (iii) any actual or threatened labor dispute (including any union representation proceeding or organizational activities) which has materially adversely affected the Business; (iv) any increase or decrease in the rates of direct compensation payable or to become payable by Seller to any employee, agent or consultant, or any bonus, percentage compensation, service award or other like benefit, granted, made or accrued to or to the credit of any such employee, agent or consultant, or any material welfare, pension, retirement or similar payment or arrangement made or agreed to by Seller (other than such events occurring pursuant to any previously existing collective bargaining agreement); or (v) any modification of an existing contract having a materially adverse effect on the Business.
