Events Subsequent to Most Recent Fiscal Month End. Except as set forth on Schedule 4.7, since the date that falls on the Most Recent Fiscal Month End, there has not been any Company Material Adverse Effect. Except as set forth on Schedule 4.7 or as disclosed in the Company SEC Reports, since the date that falls on the Most Recent Fiscal Month End through the date hereof:
(a) the Company has not sold, leased, transferred, or assigned any assets, tangible or intangible having a value in excess of Fifty Thousand Dollars ($50,000), except for transactions made in the ordinary course of business;
(b) the Company has not entered into any material agreement, contract, lease, or license outside the ordinary course of business, including any Company Material Agreement;
(c) the Company has not accelerated, terminated, made material modifications to, canceled, or failed to renew, or received any threat from a third party that any of the foregoing would occur, with respect to any Company Material Agreement;
(d) the Company has not imposed or had imposed any Security Interest (other than Permitted Exceptions) upon any of its assets or properties, tangible, or intangible;
(e) there has been no change made or authorized in the Organizational Documents of the Company;
(f) the Company has not issued, sold, or otherwise disposed of any securities or other 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, or issued any unit appreciation, phantom unit, unit plans, profit participation, or similar rights with respect to the Company;
(g) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its Capital Stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its Capital Stock;
(h) the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property in excess of Fifty Thousand Dollars ($50,000);
(i) the Company has not experienced any strike, work stoppage, or lockout or encountered any labor union organizing activities by or among its employees;
(j) the Company has not made any change in accounting methods or principles applicable to its business, including changes in estimates or valuation methods, ceased making accruals consistent with past practice, or made or caused to be made any restatement of value of any properties or assets in the financial statements of the Company (other than a...
Events Subsequent to Most Recent Fiscal Month End. Since 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 the Company taken as a whole.
Events Subsequent to Most Recent Fiscal Month End. Except as disclosed in Schedule 4h annexed hereto, since the Most Recent Fiscal Month End, there has not been any material adverse change in the business, assets, financial condition, operations, results of operations, or future prospects of the Target (other than general competitive and economic conditions affecting the retail and mail order industries generally). Without limiting the generality of the foregoing, since the Most Recent Fiscal Month End, except as disclosed in Schedule 4h:
(i) the Target 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;
(ii) the Target has not entered into a purchase order outside the Ordinary Course of Business or entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $25,000 or outside the Ordinary Course of Business;
(iii) no party (including the Target) has accelerated, terminated, modified, or cancelled any purchase order, agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $25,000 to which the Target is a party or by which it is bound;
(iv) the Target has not disposed of any of its properties or assets, other than sales of inventory and collections of receivables or other actions in the Ordinary Course of Business;
(v) no Security Interest in any of Target's properties or assets, tangible or intangible, has been created;
(vi) the Target has not made any capital expenditure (or series of related capital expenditures) either involving more than $25,000 or outside the Ordinary Course of Business;
(vii) the Target 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 $1,000 or outside the Ordinary Course of Business;
(viii) the Target 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 singly or $25,000 in the aggregate;
(ix) the Target has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business;
(x) the Target has not cancelled, compromised, waived, or released any right or clai...
Events Subsequent to Most Recent Fiscal Month End. Since the Most Recent Fiscal Month End, there has not been any material adverse change in the financial condition of the Target and its Subsidiaries taken as a whole. Without limiting the generality of the foregoing, since that date none of the Target and its Subsidiaries has engaged in any practice, taken any action, or entered into any transaction outside the Ordinary Course of Business the primary purpose or effect of which has been to generate or preserve Cash.
Events Subsequent to Most Recent Fiscal Month End. Since the Most Recent Fiscal Month End, there has not been any Contributor Material Adverse Change.
Events Subsequent to Most Recent Fiscal Month End. Since the Most Recent Fiscal Month-End, there has not been any Material Adverse Change. Without limiting the generality of the foregoing, since that date the Company has not engaged in any practice, taken any action or entered into any transaction outside the Ordinary Course of Business.
Events Subsequent to Most Recent Fiscal Month End. Since the Most Recent Fiscal Month End, there has occurred no event or development which, individually or in the aggregate, has had, or could reasonably be expected to have in the future, Adverse Consequences.
Events Subsequent to Most Recent Fiscal Month End. Since the Most Recent Fiscal Month End, there has not been any Material Adverse Change in Target’s business. Without limiting the generality of the foregoing, since that date Target has not engaged in any practice, taken any action, or entered into any transaction outside the Ordinary Course of Business.
Events Subsequent to Most Recent Fiscal Month End. Since the Most Recent Fiscal Month End, there has not been any material adverse change in the financial condition of the GMMV. EXHIBIT 10.49
Events Subsequent to Most Recent Fiscal Month End. NSC represents and warrants that since September 30, 1997, there has not been any change that has resulted in a material adverse effect upon (i) the business, operations, properties, assets, prospects or condition (financial or otherwise) of NSC and its Subsidiaries, taken as a whole or (ii) the ability of NSC to perform any of its obligations hereunder as they become due, compared with the comparable prior period. Without limiting the generality of the foregoing, since that date NSC has not engaged in any practice, taken any action, or entered into any transaction outside the ordinary course of business.
