Events Subsequent to Most. Recent Fiscal Year End and Most Recent Fiscal Month End. Since the Most Recent Fiscal Year End and the Most Recent Fiscal Month End, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of any of Star Dot. Without limiting the generality of the foregoing, since such dates:
(a) Star Dot has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business;
(b) Star Dot has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $25,000.00 or outside the Ordinary Course of Business;
(c) no party (including Star Dot) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $5,000.00 to which Star Dot is a party or by which it is bound;
(d) Star Dot has not imposed any Security Interest upon any of its assets, tangible or intangible;
(e) Star Dot has not made any capital expenditure (or series of related capital expenditures) either involving more than $10,000.00 or outside the Ordinary Course of Business;
(f) Star Dot 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) either involving more than $5,000.00 or outside the Ordinary Course of Business;
(g) Star Dot 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 either involving more than $5,000.00 singly or $20,000.00 in the aggregate;
(h) Star Dot has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business;
(i) Star Dot has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $5,000.00 or outside the Ordinary Course of Business;
(j) Star Dot has not granted any license or sublicense of any rights under or with respect to any Intellectual Property;
(k) there has been no change made or authorized in the charter or bylaws of any of Star Dot;
(l) Star Dot has not issued, sold, or otherwise disposed of any of its capital stock, o...
Events Subsequent to Most. Recent Fiscal Year End. Since the Most Recent Fiscal Year End, there has not been any adverse change in the assets, Liabilities, business, financial condition, operations, results of operations, or future prospects of the Seller and their Subsidiaries taken as a whole. Without limiting the generality of the foregoing, since that date:
(i) none of the Seller or their Subsidiaries has sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course;
(ii) none of the Seller or their Subsidiaries has entered into any contract, lease, sublease, license, or sublicense (or series of related contracts, leases, subleases, licenses, and sublicenses) either involving more than $5,000 or outside the Ordinary Course;
(iii) no party (including any of the Seller and their Subsidiaries) 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 any of the Seller and their Subsidiaries is a party or by which any of them is bound;
(iv) none of the Seller or their Subsidiaries has imposed any Security Interest upon any of their assets, tangible or intangible;
(v) none of the Seller or their Subsidiaries has made any capital expenditure (or series of related capital expenditures) either involving more than $5,000 or outside the Ordinary Course;
(vi) none of the Seller or their Subsidiaries has 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) either involving more than $5,000 or outside the Ordinary Course;
(vii) none of the Seller or their Subsidiaries has created, incurred, assumed, or guaranteed any indebtedness (including capitalized lease obligations) either involving more than $5,000 singly or $25,000 in the aggregate or outside the Ordinary Course;
(viii) none of the Seller or their Subsidiaries has delayed or postponed (beyond its normal practice) the payment of accounts payable and other Liabilities;
(ix) none of the Seller or their Subsidiaries has canceled, compromised, waived, or released any right or claim (or series or related rights and claims) either involving more than $5,000 or outside the Ordinary Course;
(x) none of the Seller or their Subsidiaries has granted any license or sublicense of any rig...
Events Subsequent to Most. Recent Fiscal Year End. Since August 31, 2001, there has not been any material adverse change in the business, financial condition, operations, or results of operations of the Company and its Subsidiaries taken as a whole. Without limiting the generality of the foregoing, except with respect to the transactions contemplated hereby, since that date:
(i) none of the Company and its Subsidiaries has sold, leased, transferred, or assigned any material assets, tangible or intangible, outside the Ordinary Course of Business;
(ii) none of the Company and its Subsidiaries has entered into any material agreement, contract, lease, or license outside the Ordinary Course of Business;
(iii) no party (including any of the Company or its Subsidiaries) has accelerated, terminated, made material modifications to, or canceled any material agreement, contract, lease, or license to which any of the Company or its Subsidiaries is a party or by which any of them is bound nor will any party have a right to do the same due to this transaction;
(iv) none of the Company and its Subsidiaries has imposed any Security Interest upon any of its assets, tangible or intangible including, but not limited to, its Intellectual Property;
(v) none of the Company and its Subsidiaries has made any capital expenditures outside the Ordinary Course of Business;
(vi) none of the Company and its Subsidiaries has made any capital investment in, or any loan to, any other Person outside the Ordinary Course of Business;
(vii) the Company and its Subsidiaries have not created, incurred, assumed, or guaranteed any indebtedness for borrowed money and capitalized lease obligations;
(viii) none of the Company and its Subsidiaries has delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business;
(ix) none of the Company and its Subsidiaries has granted any license or sublicense of any material rights under or with respect to any of its Intellectual Property;
(x) there has been no change made or authorized in the Organizational Documents of any of the Company or its Subsidiaries;
(xi) none of the Company and its Subsidiaries has issued, sold, or otherwise disposed of any of its Capital Stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its Capital Stock;
(xii) none of the Company and its Subsidiaries has declared, set aside, or paid any dividend or made any distribution wit...
Events Subsequent to Most. Recent Fiscal Period End. Since September 30, 2002 there has not been any material adverse change in the business, operations, assets (including intangible assets), liabilities (contingent or otherwise), results of operations or financial performance, or condition (financial or otherwise) of the Business. Without limiting the generality of the foregoing, since that date:
(a) Seller has not sold, pledged, leased, transferred, or assigned any of the Purchased Assets, tangible or intangible, used or held for use in, or necessary for the continued conduct of, the Business outside the ordinary course of business;
(b) Seller has not entered into, assumed or become bound under or obligated by any agreement, contract, lease or commitment (collectively a "CONTRACT") or extended or modified the terms of any Contract related to the Business or the Purchased Assets which (i) involves the payment by Seller (other than a payment for Inventory supported by a firm purchase order ) of greater than $100,000 per annum or which extends for more than one (1) year, (ii) involves any payment or obligation to any Affiliate of Seller other than in the ordinary course of business, or (iii) involves the sale of any material assets;
(c) no party (including Seller) has accelerated, terminated, made modifications to, or canceled (or advised or been advised of an intention to cancel) any agreement, Contract, lease, or license of a material nature related to the Business or the Purchased Assets to which Seller is a party or by which it is bound and Seller has not modified, canceled or waived or settled any material debts or claims held by it related to the Business or the Purchased Assets, outside the ordinary course of business, or waived or settled any rights or claims of a substantial value related to the Business or the Purchased Assets, whether or not in the ordinary course of business;
(d) none of the Purchased Assets, tangible or intangible, has become subject to any Lien (excluding Permitted Liens);
(e) Seller has not made any capital expenditures related to the Business or the Purchased Assets except in the ordinary course of business and not exceeding $100,000 in the aggregate of all such capital expenditures;
(f) Seller has not made any capital investment in, or any loan to, any other Person exceeding $50,000 related to the Business or the Purchased Assets;
(g) Seller has not created, incurred, assumed, prepaid or guaranteed any indebtedness for borrowed money and capitalized ...
Events Subsequent to Most. Recent Fiscal Year End. Since December 31, 2000, there has not been any material adverse change in the business, financial condition, operations, results of operations or future prospects of Xxxxx except as disclosed on Schedule 4.8.
Events Subsequent to Most. Recent Fiscal Year End. Since the Most Recent Fiscal Year End, CTI's business has been conducted in the Ordinary Course of Business and there has not been any Material Adverse Change. Without limiting the generality of the foregoing, since that date, except as set forth on in Schedule 3(h):
(i) CTI has not sold, leased, transferred, or assigned any assets, tangible or intangible, except fixed assets and inventory in the Ordinary Course of Business;
(ii) CTI has not accelerated, terminated, made modifications to, or cancelled any agreement, contract, lease, or license in excess of $5,000 to which CTI is a party or by which it is bound;
(iii) CTI has not imposed any Lien upon any of its assets, tangible or intangible;
(iv) CTI has not made any capital expenditures in excess of $10,000;
(v) CTI has not made any capital investment in, or any loan to, any other Person;
(vi) CTI has not transferred, assigned, or granted any license or sublicense or made other disposition of any rights under or with respect to any Intellectual Property;
(vii) there has been no change made or authorized in the charter or bylaws of CTI;
(viii) CTI has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock;
(ix) CTI has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property;
(x) CTI has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees or any other Person;
(xi) CTI has not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement;
(xii) CTI has not granted any increase in the base compensation of any of its directors, officers, and employees, except as set forth in Schedule 3(y) of the Disclosure Schedule;
(xiii) CTI has not adopted, amended, modified, or terminated any bonus, profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan);
(xiv) CTI has not made any other change in employment terms for any of its directors, officers, and employees;
(xv) CTI has not changed its normal business practices or taken any other action outside the Ordinary Course of Business in...
Events Subsequent to Most. Recent Fiscal Year End. Since October 1, 2003, nothing has occurred that, individually or in the aggregate, has, or is reasonably likely to have, a Material Averse Effect on the Company and its Subsidiaries taken as a whole.
Events Subsequent to Most. Recent Fiscal Year End; Health of Sellers. Since December 31, 1999, there has not been any material adverse change in the business, financial condition, operations, results of operations or future prospects of Pioneer. Included in Schedule 4.8 hereto are letters from the personal physicians of each of Prandi and Ferrxxx, xxtesting to certain aspects of the current physical condition of each of them. Since the date of the respective letters, there has not been any change in the health of Prandi or Ferrxxx xxxh respect to the subject matter of the applicable letter.
Events Subsequent to Most. Recent Fiscal Year End. Since the Most Recent Fiscal Year End, there has not been any Material Adverse Change and SRT, Syntech, and its Subsidiaries have conducted their respective businesses only in the ordinary and usual course. Without limiting the generality of the foregoing, since the Most Recent Fiscal Year End, the Sellers have not caused or permitted any of SRT, Syntech and its Subsidiaries to (other than pursuant to binding commitments prior to the date of this Agreement disclosed by the Sellers to the Buyer in Section 3(h) of the Disclosure Schedule and other than as consented to in writing by the Buyer):
(i) declare, set aside, or pay any dividend or make any distribution with respect to its share of capital (whether in cash or in kind) or redeem, purchase, or otherwise acquire any of its quota;
(ii) sell, lease, transfer, or assign any of its assets, tangible or intangible, to any third party other than for a market-price consideration in the ordinary course of business;
(iii) enter into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than Italian Lire 400,000,000 or outside the ordinary course of business;
(iv) accelerate, terminate, modify, or cancel any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than Italian Lire 400,000,000 to which any of SRT, Syntech and its Subsidiaries is a party or by which any of them is bound;
(v) impose any Security Interest upon any of its assets, tangible or intangible;
(vi) make any capital expenditure (or series of related capital expenditures) either involving more than Italian Lire 400,000,000 or outside the ordinary course of business;
(vii) make 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);
(viii) delay or postpone the payment of accounts payable and other liabilities outside the ordinary course of business;
(ix) fail to maintain the level or quality of its inventory consistent with past conduct and practice;
(x) accelerate the collection of accounts, notes, or other receivables;
(xi) cancel, compromise, waive, or release any right or claim (or series of related rights and claims) either involving more than Italian Lire 400,000,000 or outside the ordinary course of business;
(xii) grant any license or sublicense of any r...
Events Subsequent to Most. Recent Fiscal Year End. Since December 31, 1998, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of the Target.
