Events Subsequent to Most Recent Fiscal Period End. Since the Most Recent Fiscal Period End, there has not been any material adverse change in the Business Condition of the Company. Without limiting the generality of the foregoing and except as set forth in Section 5.9 of the Company Disclosure Letter, since that date:
(a) the Company has not sold, leased, transferred, or assigned any assets or properties, tangible or intangible, outside the Ordinary Course of Business;
(b) the Company has not entered into, assumed or become bound under or obligated by any agreement, contract, lease or commitment (collectively a "Company Agreement") or extended or modified the terms of any Company Agreement which (i) involves the payment of greater than $10,000 per annum or which extends for more than one (1) year, (ii) involves any payment or obligation to any Affiliate of the Company other than in the Ordinary Course of Business, (iii) involves the sale of any material assets, or (iv) involves any license of any Company Intellectual Property;
(c) no Party (including the Company) has accelerated, terminated, made modifications to, or canceled any agreement, contract, lease, or license to which the Company is a Party or by which it is bound and the Company has not modified, canceled or waived or settled any debts or claims held by it, outside the Ordinary Course of Business, or waived or settled any rights or claims of a substantial value, whether or not in the Ordinary Course of Business;
(d) none of the assets of the Company, tangible or intangible, has become subject to any Security Interest;
(e) the Company has not made any capital expenditures except in the Ordinary Course of Business and not exceeding $10,000 in the aggregate of all such capital expenditures;
(f) the Company has not made any capital investment in, or any loan to, any other Person;
(g) the Company has not created, incurred, assumed, prepaid or guaranteed any indebtedness for borrowed money and capitalized lease obligations, or extended or modified any existing indebtedness;
(h) the Company has not granted any license or sublicense of any rights under or with respect to any Company Intellectual Property;
(i) there has been no change made or authorized in the Certificate of Incorporation or bylaws of the Company;
(j) there has not been (i) any change in the Company's authorized or issued capital stock, (ii) any grant of any stock option or right to purchase shares of capital stock of the Company, (iii) the issuance of any security convertible into such c...
Events Subsequent to Most Recent Fiscal Period End. Since the Most Recent Fiscal Period End, there has not been any material adverse change in the Business Condition of the Company. Without limiting the generality of the foregoing, since that date:
(a) the Company has not sold, leased, transferred, or assigned any assets or properties, tangible or intangible, outside the Ordinary Course of Business;
(b) the Company has not entered into, assumed or become bound under or obligated by any agreement, contract, lease or commitment (collectively a "Company Agreement") or extended or modified the terms of any Company Agreement which (i) involves the payment of greater than $10,000 per annum or which extends for more than one (1) year, (ii) involves any payment or obligation to any Affiliate of the Company other than in the Ordinary Course of Business, (iii) involves the sale of any material assets, or (iv) involves any license of any Company Intellectual Property;
(c) no Party (including the Company) has accelerated, terminated, made modifications to, or canceled any agreement, contract, lease, or license to which the Company is a Party or by which it is bound and the Company has not modified, canceled or waived or settled any debts or claims held by it, outside the Ordinary Course of Business, or waived or settled any rights or claims of a substantial value, whether or not in the Ordinary Course of Business;
(d) none of the assets of the Company, tangible or intangible, has become subject to any Security Interest;
(e) the Company has not made any capital expenditures except in the Ordinary Course of Business and not exceeding $10,000 in the aggregate of all such capital expenditures;
(f) the Company has not made any capital investment in, or any loan to, any other Person;
(g) the Company has not created, incurred, assumed, prepaid or guaranteed any indebtedness for borrowed money and capitalized lease obligations, or extended or modified any existing indebtedness;
(h) the Company has not granted any license or sublicense of any rights under or with respect to any Company Intellectual Property;
(i) there has been no change made or authorized in the Certificate of Incorporation or bylaws of the Company;
(j) there has not been (i) any change in the Company's authorized or issued capital stock, (ii) any grant of any stock option or right to purchase shares of capital stock of the Company, (iii) the issuance of any security convertible into such capital stock, (iv) the grant of any registration rights, (v) any purchas...
Events Subsequent to Most Recent Fiscal Period End. Other than in the ordinary course of business and consistent with past practise, sine the Reference Date 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 Contract Companies. Without limiting the generality of the foregoing, since that date:
(a) Neither Vendors nor any of the Contract Companies have 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 Businesses outside the ordinary course of business;
(b) Neither Vendors nor any of the Contract Companies have 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 Businesses or the Purchased Assets which (i) involves the payment by the Contract Companies or any of them of greater than E 10,000 per annum or which extends for more than one (1) year, (ii) involves any payment or obligation to any Affiliate of Vendors other than in the ordinary course of business, or (iii) involves the sale of any material assets;
(c) Save as otherwise notified in writing to Buyers and with their approval and consent, and save in respect of prepayment notices sent to the Financing Banks with the consent and approval of Purchasers, no party (including Vendors and the Contract Companies) 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 Businesses or the Purchased Assets to which Vendors or any of the Contract Companies is a party or by which they are bound, nor have they modified, canceled or waived or settled any material debts or claims held by them 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 Businesses 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) Neither Vendors nor any of the Contract Companies have made any capital expenditures related to the Businesses ...
Events Subsequent to Most Recent Fiscal Period End. Since the Most Recent Fiscal Period End, there has not been any material adverse change in the Business Condition of Chip & Chip. Without limiting the generality of the foregoing, since that date:
(a) Chip & Chip has not sold, leased, transferred, or assigned any assets or properties, tangible or intangible, outside the Ordinary Course of Business;
(b) except for those agreements, contracts, leases and commitments identified in Section 5.17 of the Chip & Chip Disclosure Schedule, Chip & Chip has not entered into, assumed or become bound under or obligated by any agreement, contract, lease or commitment (collectively a "CHIP & CHIP AGREEMENT") or extended or modified the terms of any Chip & Chip Agreement which (i) involves the payment of greater than $10,000 per annum or which extends for more than one (1) year, (ii) involves any payment or obligation to any Affiliate of Chip & Chip other than in the Ordinary Course of Business, (iii) involves the sale of any material assets, (iv) involves any OEM relationship, or (v) involves any license of Chip & Chip's technology;
(c) to the knowledge of Chip & Chip, no party (including Chip & Chip) has accelerated, terminated, made modifications to, or canceled any agreement, contract, lease, or license to which Chip & Chip is a party or by which it is bound and Chip & Chip has not modified, canceled or waived or settled any debts or claims held by it, outside the Ordinary Course of Business, or waived or settled any rights or claims of a substantial value, whether or not in the Ordinary Course of Business;
(d) none of the assets of Chip & Chip, tangible or intangible, has become subject to any Security Interest, except as set forth on Section 5.8 of the Chip & Chip Disclosure Schedule;
(e) Chip & Chip has not made any capital expenditures except in the Ordinary Course of Business and not exceeding $10,000 in the aggregate of all such capital expenditures;
(f) Chip & Chip has not made any capital investment in, or any loan to, any other Person;
(g) Chip & Chip has not created, incurred, assumed, prepaid or guaranteed any indebtedness for borrowed money and capitalized lease obligations, or extended or modified any existing indebtedness, except as provided in Section 9.1(i) hereof; except that Aspec shall assume $350,000 of Chip & Chip liabilities and all other liabilities, debts and expenses of Chip & Chip shall be paid in full on or prior to Closing;
(h) Chip & Chip has not granted any license or sublicense of any rig...
Events Subsequent to Most Recent Fiscal Period End. Since October 31, 1997, there has not been any adverse change in the business, financial condition, operations, results of operations, or future prospects of any Seller to the extent that such change affected the Acquired Assets or the value of the Acquired Assets outside the Ordinary Course of Business. Without limiting the generality of the foregoing, since that date, outside the Ordinary Course of Business:
3.8.1 Sellers have not sold, leased, transferred, or assigned any of their assets, tangible or intangible, other than for a fair consideration;
3.8.2 Sellers have not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses);
3.8.3 no party (including Sellers) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) to which any Seller is a party or by which it is bound;
Events Subsequent to Most Recent Fiscal Period End. Except as -------------------------------------------------- disclosed in the Disclosure Schedule, since the date of the Balance Sheet, there has not been any Material Adverse Effect and each Company Party has conducted its business and affairs in the Ordinary Course of Business. Without limiting the generality of the foregoing, since the date of the Balance Sheet:
(a) none of the Company Parties has sold, leased, transferred, or assigned any of its Assets, other than (i) immaterial Assets or (ii) Assets sold, leased, transferred or assigned in the Ordinary Course of Business;
(b) none of the Company Parties has entered into any agreement, Contract or license (or series of related Contracts) involving more than $250,000 and outside the Ordinary Course of Business;
(c) none of the Company Parties has accelerated, terminated (other than upon the expiration of its term), modified, or canceled any Contract (or series of related Contracts) outside of the Ordinary Course of Business and involving more than $250,000 to which the Company or any of its Subsidiaries is or was a party or by which it is or was bound;
Events Subsequent to Most Recent Fiscal Period End. Except as set forth in Section 4.10 of the Disclosure Schedule and except as disclosed in the Financial Statements, since July 1, 2002 (a) there has not been any event, fact, circumstance or occurrence that constitutes a Material Adverse Effect, (b) each Company Party has conducted its business and affairs in the Ordinary Course of Business and (c) no Selling Shareholder nor Company Party has taken any action that, if taken after the date hereof, would constitute a breach of any pre-closing covenants contained in this Agreement, including but not limited to those contained in Article VI hereof.
Events Subsequent to Most Recent Fiscal Period End. Since the Most Recent Fiscal Period End, there has not been any material adverse change in the Business Condition of Novo, except as disclosed in Section 5.9 of the Novo Disclosure Schedule. Without limiting the generality of the foregoing, since that date:
(a) Novo has not sold, leased, transferred, or assigned any assets or properties, tangible or intangible, outside the Ordinary Course of Business;
(b) except for those agreements, contracts, leases and commitments identified in Section 5.17 of the Novo Disclosure Schedule, Novo has not entered into, assumed or become bound under or obligated by any agreement, contract, lease or commitment (collectively a "NOVO AGREEMENT") or extended or modified the terms of any Novo Agreement which (i) involves the payment of greater than $10,000 per annum or which extends for more than one (1) year, (ii) involves any payment or obligation to any Affiliate of Novo other than in the Ordinary Course of Business, (iii) involves the sale of any material assets, (iv) involves any OEM relationship, or (v) involves any license of Novo's technology;
(c) to the knowledge of Novo, no party (including Novo) has accelerated, terminated, made modifications to, or canceled any agreement, contract, lease, or license to which Novo is a party or by which it is bound and Novo has not modified, canceled or waived or settled any debts or claims held by it, outside the Ordinary Course of Business, or waived or settled any rights or claims of a substantial value, whether or not in the Ordinary Course of Business;
(d) none of the assets of Novo, tangible or intangible, has become subject to any Security Interest, except as set forth on Section 5.8 of the Novo Disclosure Schedule;
(e) Novo has not made any capital expenditures except in the Ordinary Course of Business and not exceeding $10,000 in the aggregate of all such capital expenditures;
(f) Novo has not made any capital investment in, or any loan to, any other Person;
(g) Novo has not created, incurred, assumed, prepaid or guaranteed any indebtedness for borrowed money and capitalized lease obligations, or extended or modified any existing indebtedness, except as provided in Section 9.1(i) hereof;
(h) Novo has not granted any license or sublicense of any rights under or with respect to any Intellectual Property;
(i) there has been no change made or authorized in the Articles of Incorporation or bylaws of Novo;
(j) Novo has not issued, sold, or otherwise disposed of any of its capital s...
Events Subsequent to Most Recent Fiscal Period End. Since the Most Recent Fiscal Period End, there has not been any Material Adverse Change. Without limiting the generality of the foregoing, since that date:
(i) neither Target nor the General Partner has sold, leased, transferred, or assigned any of their respective material assets;
(ii) neither Target nor the General Partner has entered into any material Contract outside the Ordinary Course of Business;
(iii) no Person (including Target and the General Partner) has accelerated, terminated, made material amendments or modifications to, waived or cancelled any material Contract or provision thereof to which Target or General Partner is a party or by which any of their respective properties or assets (whether tangible or intangible) is bound;
(iv) neither Target nor the General Partner has created or incurred any Liens upon any of its respective assets;
(v) neither Target nor the General Partner has made any capital expenditures in excess of $100,000;
(vi) neither Target nor the General Partner has made any capital investment in, or any loan to, any other Person;
(vii) neither Target nor the General Partner has created, incurred, assumed, or guaranteed any debt for borrowed money or capitalized lease obligations;
(viii) neither Target nor the General Partner has transferred or granted any license or sublicense of any material rights under or with respect to any of the Target Intellectual Property;
(ix) there has been no change made or authorized in Target’s Certificate of Limited Partnership or Agreement of Limited Partnership;
(x) neither Target nor the General Partner has issued, sold, or otherwise disposed of any Target Interest, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any Target Interest;
(xi) neither Target nor the General Partner has declared, set aside, or made any distribution with respect to any Target Interest, whether in cash or in kind, or redeemed or purchased any Target Interest;
(xii) neither Target nor the General Partner has experienced any material damage, destruction, or loss (whether or not covered by insurance) to the Acquired Assets;
(xiii) None of the Target, the General Partner or their respective Affiliates has made any loan to, or entered into any other transaction with, any of its partners, officers, or employees;
(xiv) None of the Target, the General Partner or their respective Affiliates has entered into any employment contract or collective bargain...
Events Subsequent to Most Recent Fiscal Period End. Since the Most Recent Fiscal Period End, there has not been any material adverse change in the Business Condition of the Company.
