Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End and except as described herein and in the attached exhibits, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of Sewcal. Without limiting the generality of the foregoing, since that date:
(i) Sewcal 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) Sewcal has note entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 outside the Ordinary Course of Business;
(iii) Sewcal has not accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 to which Sewcal is a party.
(iv) Sewcal has not imposed any Security Interest upon any of its assets, tangible or intangible;
(v) Sewcal has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 outside the Ordinary Course of Business;
(vi) Sewcal 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 outside the Ordinary Course of Business;
(vii) Sewcal 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 $2,500.00 singly or $5,000.00 in the aggregate.
(viii) Sewcal has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business;
(ix) Sewcal has not canceled, compromised, waived, or released any right or claim (or series of related rights and claims) involving more than $2,500.00 outside the Ordinary Course of Business;
(x) Sewcal has not granted any license or sublicense of any rights under or with respect to any Intellectual Property;
(xi) Sewcal has not made or authorized any change in its articles of incorporation or bylaws of any of Sewcal or its Subsidiaries;
(xii) Sewcal 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...
Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End, there has not been any Material Adverse Change. Since the Most Recent Fiscal Year End, except as set forth in SCHEDULE 5.6 or as provided in this Agreement, each of the Acquired Companies has operated in the Ordinary Course of Business. Without limiting the generality of the foregoing, since the Most Recent Fiscal Year End, except as set forth in SCHEDULE 5.6 or as otherwise provided in this Agreement: (a) the Acquired Companies have not sold, leased, transferred or assigned any of their assets, tangible or intangible, with a fair market value in excess of $10,000 in respect of any individual asset and $50,000 in the aggregate in respect of all such individual assets, other than for a fair consideration in the Ordinary Course of Business and have not incurred any Liability other than in the Ordinary Course of Business; (b) the Acquired Companies have not entered into any Applicable Contract, the terms of which cause payments in excess of $10,000 in respect of any individual Applicable Contract and $50,000 in the aggregate in respect of all such individual Applicable Contracts, outside the Ordinary Course of Business or capital expenditures identified in the capital expenditures budget set forth on SCHEDULE 5.13.3; (c) the Acquired Companies have not accelerated, delayed or postponed the payment of accounts payable and other Liabilities with a fair market value in excess of $10,000 in respect of any individual account payable or other Liability and $50,000 in the aggregate in respect of all such individual accounts payable or other Liabilities, outside the Ordinary Course of Business or the collection of notes or accounts receivable outside the Ordinary Course of Business; (d) the Acquired Companies have maintained inventory (including work-in-process) at levels consistent with their past practices in the Ordinary Course of Business; (e) the Acquired Companies have not accelerated, delayed or postponed the acquisition, repair or replacement of machinery, equipment and other assets used in connection with the business of the Acquired Companies in the Ordinary Course of Business; (f) the Acquired Companies have not canceled, compromised, waived or released any right or claim (or series of related rights and claims) outside the Ordinary Course of Business; (g) the Acquired Companies have not experienced any material damage, destruction or loss (whether or not covered by insurance) to the Assets; (h) the Acquired Companies...
Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End, there has not been any material adverse change in the financial condition of the Buyer and its Subsidiaries taken as a whole.
Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Month End, there has not been any Material Adverse Change. Without limiting the generality of the foregoing, since the Most Recent Fiscal Month End:
(i) no Target has sold, leased, transferred, or assigned any material assets, tangible or intangible, outside the Ordinary Course of Business;
(ii) no Target has entered into any material agreement, contract, lease, or license that would be required to be disclosed on Section 4(p) of the Disclosure Schedule, outside the Ordinary Course of Business;
(iii) no Party (including Targets) has accelerated, terminated, made material modifications to, or canceled any material agreement, contract, lease, or license to which any Target is a party or by which any of them is bound;
(iv) no Target has imposed any Lien upon any of its assets, tangible or intangible (other than Permitted Encumbrances);
(v) no Target has made any material capital expenditures outside the Ordinary Course of Business;
(vi) no Target has made any material capital investment in, or any material loan to, any other Person outside the Ordinary Course of Business;
(vii) Targets have not created, incurred, assumed, or guaranteed more than $25,000 in aggregate indebtedness for borrowed money and capitalized lease obligations;
(viii) no Target has transferred, assigned, or granted any license, sublicense, agreement, covenant not to xxx, or permission with respect to any material Target Intellectual Property;
(ix) there has been no change made or authorized in the certificate of formation or operating agreement of any Target except as otherwise required by Applicable Law;
(x) no Target has issued, sold, or otherwise disposed of any of its equity, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its equity;
(xi) no Target has declared, set aside, or paid any dividend or made any distribution with respect to its equity (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its equity (other than tax distributions pursuant to the governing documents of any Target and disclosed to Buyer in writing);
(xii) no Target has experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property;
(xiii) no Target has made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business;
(xiv) no Target has entered into...
Events Subsequent to Most Recent Fiscal Year End. Except as disclosed in Section 3(h) of the Disclosure Schedule, since the Most Recent Fiscal Year End with respect to the Division, the Acquired Assets, or the Assumed Liabilities, there has not been any:
(i) Material Adverse Effect;
(ii) amendment to the organizational documents of CEGI;
(iii) issuance or sale of any shares of capital stock of CEGI, or of any securities convertible or exchangeable into such shares;
(iv) redemption, split, combination, or reclassification of the capital stock of CEGI;
(v) incurrence of any Indebtedness;
(vi) material settlement agreement entered into by the Solo Parties with respect to infringement or alleged infringement by the Solo Parties of any Intellectual Property;
(vii) abandonment or invalidation by any Solo Party of any material Intellectual Property used primarily in the Division;
(viii) (A) increase in any manner in the rate of compensation or benefits of any Division Employees, except as may be required under the CBAs or any existing employment agreements (including any actions taken pursuant to any “effects bargaining” at any of the facilities covered by a CBA) or such increases as are granted in the Ordinary Course of Business, (B) payment or agreement to pay any pension, retirement allowance, or other employee benefit not required by any Employee Benefit Plan to any Division Employee, whether past or present, other than in the Ordinary Course of Business, or (C) entering into, adoption, amendment, or termination of any employment, bonus, severance, or retirement contract or collective bargaining agreement or adoption of any employee benefit plan or collective bargaining agreement, other than in the Ordinary Course of Business;
(A) except for (x) sales of inventory in the Ordinary Course of Business and (y) leases entered into in the Ordinary Course of Business, any sale, lease, transfer, or other disposition of any Division Real Property or assets of the Division or (B) creation of any Security Interest (other than a Permitted Security Interest) on any material property or assets of the Division;
(x) termination or amendment of, or entry into, any Material Contract;
(xi) acquisition of any business or Person, by merger or consolidation, purchase of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or enter into any contract, letter of intent, or similar arrangement with respect to the foregoing;
(xii) commitment to make any capital ex...
Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End, Seller has operated consistent with past custom and practice, including with respect to quantity and frequency and in compliance with all applicable laws and regulations (the “Ordinary Course of Business”); all of Seller’s financial statements for monthly periods since the Most Recent Fiscal Year End have been prepared on a consistent basis; and there has not been any Material Adverse Effect. Without limiting the generality of the foregoing since that date:
(i) no party (including Seller) has accelerated, terminated, made material modifications to, or canceled any material agreement, contract, lease, or license to which any of Seller or its Affiliates is a party or by which any of them is bound;
(ii) Seller has not imposed any Security Interest upon any of its assets, tangible or intangible other than Permitted Liens;
(iii) Seller has not granted any license or sublicense of or Security Interest in any material rights under or with respect to any Intellectual Property;
(iv) Seller has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to the Purchased Assets;
(v) Except as set forth on Schedule 3.1(f)(v) to the Seller Disclosure Letter, Seller has not granted any increase in the base compensation of any of its directors, officers, and employees outside of the Ordinary Course of Business;
(vi) Seller has not suffered any Material Adverse Effect and no event has occurred which, so far as reasonably can be foreseen, may result in any such Material Adverse Effect;
Events Subsequent to Most Recent Fiscal Year End. Except as set forth in Section 4(j) of the Sellers Disclosure Schedule, since December 31, 2014, (A) each Target and, solely with respect to the Business, each of its Affiliates, has conducted the Business in the Ordinary Course of Business, and (B) there has not occurred any event or events that, individually or in the aggregate, have resulted in, or would reasonably be expected to result in, a Material Adverse Effect. Without limiting the generality of the foregoing, since December 31, 2014:
(i) no Target or any of its Affiliates has sold, leased, transferred, exclusively licensed or assigned any Business Assets outside the Ordinary Course of Business;
(ii) no Target or any of its Affiliates has entered into any Material Contracts or any other material agreement, contract, lease, or license in connection with the Business outside the Ordinary Course of Business;
(iii) no Target or any of its Affiliates has accelerated, terminated, made material modifications to, waived or released any material rights or claims under, or canceled any Material Contract or any other material agreement, contract, lease, or license to which it is a party or by which it is bound in connection with the Business outside the Ordinary Course of Business;
(iv) none of the Targets or, solely with respect to the Business, their Affiliates, have made any change in, to the extent applicable, its underwriting, reinsurance, claim processing and payment, selling, reserving, financial accounting or investment policies, guidelines, practices or principles (other than any change required by applicable Laws, or in respect of underwriting or claims administration, in the Ordinary Course of Business);
(v) no Target has entered into any new line of business;
(vi) no Target or any of its Affiliates has incurred any Lien (other than Permitted Encumbrances) upon any Business Assets;
(vii) no Target has made any capital expenditures in excess of $50,000, individually or in excess of $200,000 in the aggregate;
(viii) no Target has made any material capital investment in, or any material loan to, any other Person;
(ix) no Target has made a loan to or guaranteed the obligations of any other Person or created, incurred, or assumed more than $50,000 in aggregate indebtedness for borrowed money and capitalized lease obligations;
(x) no Target or any of its Affiliates has transferred, assigned, or granted any license or sublicense of any rights under or with respect to any Business Intellectual Property;
(...
Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of any of the Company and its Subsidiary. Without limiting the generality of the foregoing, since that date:
4.8.1 none of the Company and its Subsidiary has sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business;
4.8.2 none of the Company and its Subsidiary has entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $20,000 or outside the Ordinary Course of Business;
4.8.3 no party (including any of the Company and its Subsidiary) has accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $20,000 to which any of the Company and its Subsidiary is a party or by which any of them is bound;
4.8.4 none of the Company and its Subsidiary has imposed any Security Interest upon any of its assets, tangible or intangible;
4.8.5 none of the Company and its Subsidiary has made any capital expenditure (or series of related capital expenditures) either involving more than $20,000 or outside the Ordinary Course of Business;
4.8.6 none of the Company and its Subsidiary 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 $20,000 or outside the Ordinary Course of Business;
4.8.7 none of the Company and its Subsidiary has 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 $20,000 in the aggregate;
4.8.8 none of the Company and its Subsidiary has delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business;
4.8.9 none of the Company and its Subsidiary has canceled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $20,000 or outside the Ordinary Course of Business;
4.8.10 none of the Company and its Subsidiary has granted any license or sublicense of any rights und...
Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End, there have been no changes in the assets, business, financial condition, operations, results of operations, or future prospects of the Seller that individually or in the aggregate would have a Material Adverse Effect on the Seller.
Events Subsequent to Most Recent Fiscal Year End. Since December 31, 2002 MX and TMX have carried out their respective businesses in an ordinary manner, consistent with past practices and there has not been any event or occurrence that has had or would reasonably be expected to have a Material Adverse Effect.
