Events Subsequent to Financial Statements. Except as set forth in Section 3.15 of the Seller Disclosure Letter, since January 31, 1998, there has not been:
(a) Any material adverse change in the consolidated financial condition, results of operations, business or prospective sales (meaning the aggregate current, open purchase orders) of the Company or any of its Subsidiaries;
(b) Any sale, lease, conveyance, license or assignment of any material assets, tangible or intangible, of the Company or any of its Subsidiaries, other than sales of inventory in the ordinary course of business;
(c) Any damage, destruction or property loss in excess of Fifty Thousand Dollars ($50,000.00), individually or in the aggregate, in each instance not covered by insurance, affecting adversely the properties or business of the Company or any of its Subsidiaries;
(d) 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 of its Subsidiaries or any redemption, purchase or other acquisition of any such shares other than consummating the transactions contemplated and provided for in this Agreement;
(e) Any mortgage or pledge of, or subjection to any lien, charge, security interest or encumbrance of any kind on any of the assets, tangible or intangible, of the Company or any of its Subsidiaries (other than liens arising by operation of law which secure obligations which are not yet due and payable), nor any incurrence of indebtedness or liability or assumption of obligations by the Company or any of its Subsidiaries other than (i) those incurred in the ordinary course of business, which would include any working capital loans pursuant to the Company's credit line with Bank One, Sunrock and/or State Street (ii) those which do not exceed Fifty Thousand Dollars ($50,000.00) in the aggregate; and (iii) those incurred in the course of negotiating, documenting and consummating the transactions contemplated and provided for in this Agreement;
(f) Any cancellation or satisfaction by the Company or any of its Subsidiaries of any debt or claim or advance, except for adjustments made in the ordinary course of business, which in the aggregate, are not material other than consummating the transactions contemplated or provided for in this Agreement;
(g) Any waiver or release other than the cancellation of open purchase orders by customers, by the Company or any of its Subsidiaries of any right of any material value in excess of Fifty Thousand Dollars ($...
Events Subsequent to Financial Statements. Except as disclosed in Schedule 4.8, since September 30, 2007, there has not been:
(a) Any sale, lease, transfer, license or assignment of any assets, tangible or intangible, of VSCO or any Subsidiary;
(b) Any damage, destruction or property loss, whether or not covered by insurance, affecting adversely the properties or business of VSCO or any Subsidiary;
(c) Any declaration or setting aside or payment of any dividend or distribution with respect to the shares of capital stock of VSCO or any Subsidiary 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 VSCO or any Subsidiary;
(e) Any incurrence of indebtedness or liability or assumption of obligations by VSCO or any Subsidiary;
(f) Any waiver or release by VSCO or any Subsidiary of any right of any material value;
(g) Any compensation or benefits paid to officers or directors of VSCO or any Subsidiary;
(h) Any change made or authorized in the Articles of Incorporation or Bylaws of VSCO or any Subsidiary;
(i) Any loan to or other transaction with any officer, director or Shareholder of VSCO or any Subsidiary giving rise to any claim or right of VSCO or any Subsidiary against any such person or of such person against VSCO or any Subsidiary; or
(j) Any material adverse change in the condition (financial or otherwise) of the respective properties, assets, liabilities or business of VSCO or any Subsidiary.
Events Subsequent to Financial Statements. Since March 31,2010, there has not been:
(a) Any sale, lease, transfer, license or assignment of any assets, tangible or intangible, of Buyer outside Buyer’s ordinary course of business;
(b) Any damage, destruction or property loss, whether or not covered by insurance, affecting materially and adversely the properties or business of Buyer;
(c) Any declaration or setting aside or payment of any dividend or distribution with respect to the shares of capital stock of Buyer or any redemption, purchase or other acquisition of any such shares;
(d) Any lien placed on any of the assets, tangible or intangible, of Buyer outside the ordinary course of business;
(e) Any incurrence of indebtedness or liability or assumption of obligations by Buyer outside Buyer’s ordinary course of business;
(f) Any waiver or release by Buyer of any right of any material value; or
(g) Any material adverse change in the condition (financial or otherwise) of the properties, assets, liabilities or business of Buyer.
Events Subsequent to Financial Statements. Since December 31, 2012, there has not been:
(a) any sale, lease, transfer, license or assignment of any assets, tangible or intangible, of Parent;
(b) any damage, destruction or property loss, whether or not covered by insurance, affecting adversely the properties or business of Parent;
(c) any declaration or setting aside or payment of any dividend or distribution with respect to the shares of capital stock of Parent 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 Parent;
(e) any incurrence of indebtedness or liability or assumption of obligations by Parent;
(f) any waiver or release by Parent of any right of any material value;
(g) any compensation or benefits paid to officers or directors of Parent;
(h) any change made or authorized in the articles of incorporation or bylaws of Parent;
(i) any loan to or other transaction with any officer, director or stockholder of Parent giving rise to any claim or right of Parent against any such person or of such person against Parent; or
(j) any material adverse change in the condition (financial or otherwise) of the respective properties, assets, liabilities or business of Parent.
Events Subsequent to Financial Statements. Since December 31, 2005 and other than in connection with the Transaction and any alternative options that were considered (none of which have actually been implemented) by Philips for the disposal of the Business in an initial public offering or a negotiated transaction to one or more buyers and other than the Debt Financing arrangements referred to herein, (a) the Business has been conducted in the Ordinary Course consistent with past practice and (b) there has been no change, development or effect or combination of changes, developments or effects that have had or resulted in or would be reasonably likely to have or result in a Philips Material Adverse Effect, taking into account Philips’ announcements of its intention to sell, and the fact that it is selling, the Company. Since December 31, 2005, neither the Company nor any Company Subsidiary has declared, set aside or paid any dividends or distributions on, or made any other distributions in respect of, any Company Securities (other than, in each case, cash dividends or distributions by the Company or a Company Subsidiary to Philips or its Subsidiaries).
Events Subsequent to Financial Statements. Since February 28, 2011, there has not been:
(a) Any sale, lease, transfer, license or assignment of any assets, tangible or intangible, of DE;
(b) Any damage, destruction or property loss, whether or not covered by insurance, affecting adversely the properties or business of DE;
(c) Any declaration or setting aside or payment of any dividend or distribution with respect to the shares of capital stock of DE 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 DE;
(e) Any incurrence of indebtedness or liability or assumption of obligations by DE;
(f) Any waiver or release by DE of any right of any material value;
(g) Any compensation or benefits paid to officers or directors of DE;
(h) Any change made or authorized in the articles of incorporation or bylaws of DE other than changes filed with the State of Delaware on July 11, 2011;
(i) Any loan to or other transaction with any officer, director or stockholder of DE giving rise to any claim or right of DE against any such person or of such person against DE; or
(j) Any material adverse change in the condition (financial or otherwise) of the respective properties, assets, liabilities or business of DE.
Events Subsequent to Financial Statements. Since December 31, 2001, there has not been:
(a) Any sale, lease, transfer, license or assignment of any assets, tangible or intangible, of EFHLF;
(b) Any damage, destruction or property loss, whether or not covered by insurance, affecting adversely the properties or business of EFHLF;
(c) Any declaration or setting aside or payment of any dividend or distribution with respect to the shares of capital stock of EFHLF 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 EFHLF;
(e) Any incurrence of indebtedness or liability or assumption of obligations by EFHLF;
(f) Any waiver or release by EFHLF of any right of any material value;
(g) Any compensation or benefits paid to officers or directors of EFHLF;
(h) Any change made or authorized in the Certificate of Incorporation or Bylaws of EFHLF; or
(i) Any loan to or other transaction with any officer, director or stockholder of EFHLF giving rise to any claim or right of EFHLF against any such person or of such person against EFHLF.
Events Subsequent to Financial Statements. Since the date of the most recent balance sheet included in the Financial Statements, there has not been any Material Adverse Change.
Events Subsequent to Financial Statements. Except as disclosed in Schedule 3.8, since March 31, 2010, there has not been:
(a) Any incurrence of indebtedness or liability or assumption of obligations by uKarma or any Subsidiary other than incurrences of indebtedness by ALI;
(b) Any change made or authorized in the Certificate of Incorporation or Bylaws of uKarma or any Subsidiary, except as contemplated under this Agreement;
(c) Any loan to or other transaction with any officer, director or shareholder of uKarma or any Subsidiary giving rise to any claim or right of uKarma or any Subsidiary against any such person or of such person against uKarma or any Subsidiary.
Events Subsequent to Financial Statements. Except as set forth in Schedule 3.8, since December 31, 2005, there has not been:
(a) any sale, lease, transfer, license or assignment of any assets, tangible or intangible, of Media USA;
(b) any damage, destruction or property loss, whether or not covered by insurance, affecting adversely the properties or business of Media USA;
(c) except as contemplated by this Agreement, any declaration or setting aside or payment of any dividend or distribution with respect to the shares of capital stock of Media USA or any redemption, purchase or other acquisition of any such shares;
(d) any issuance of shares of capital stock or the granting, issuance or execution of any rights, warrants, options or commitments by the Media USA, as the case may be, relating to its authorized or issued capital stock, except with respect to Media USA’s investment in Merger Sub;
(e) any subjection to any lien on any of the assets, tangible or intangible, of Media USA;
(f) any incurrence of indebtedness or liability or assumption of obligations by Media USA or Merger Sub;
(g) any waiver or release by Media USA or Merger Sub of any right of any material value;
(h) any compensation or benefits paid to officers or directors of Media USA;
(i) any change made or authorized in the Articles of Incorporation or Bylaws of Media USA;
(j) any loan to or other transaction with any officer, director or stockholder of Media USA giving rise to any claim or right of Media USA against any such person or of such person against Media USA; or
(k) any material adverse change in the condition (financial or otherwise) of the properties, assets, liabilities or business of Media USA.
