Events Subsequent to the Most Recent Fiscal Year End Sample Clauses

Events Subsequent to the Most Recent Fiscal Year End. To the Knowledge of the Shareholders and TST, since the Most Recent Fiscal Year End, there has not been any material adverse change in the business, financial condition, operations, or results of operations of TST and its Subsidiaries taken as a whole, and, without limiting the generality of the foregoing, to the Knowledge of the Shareholders and TST, since that date: a. neither TST nor any of its Subsidiaries has sold, leased, transferred, or assigned any material assets, tangible or intangible, except in the Ordinary Course of Business; b. neither TST nor any of its Subsidiaries has entered into any material agreement, contract, lease, or license except in the Ordinary Course of Business, provided, however, that TST's broker's contract with MASI, Ltd., payments already made thereunder, and payment by TST to MASI, Ltd., of the remaining balance due thereunder in an amount not to exceed $326,000.00 (Three Hundred Twenty-Six Thousand United States Dollars) prior to Closing shall not be deemed a breach of this representation and warranty; c. neither TST nor any of its Subsidiaries has accelerated, terminated, made material modifications to, or canceled any material agreement, contract, lease, or license to which either TST or any of its Subsidiaries is a party or by which either of them is bound; d. neither TST nor any of its Subsidiaries has imposed any Security Interest upon any of its assets, tangible or intangible; e. neither TST nor any of its Subsidiaries has made any material capital expenditures except in the Ordinary Course of Business; f. neither TST nor any of its Subsidiaries has made any material capital investment in, or any material loan to, any other Person except in the Ordinary Course of Business; g. TST and any of its Subsidiaries have not created, incurred, assumed, or guaranteed more than $200,000.00 in aggregate indebtedness for borrowed money and capitalized lease obligations; h. neither TST nor any of its Subsidiaries has granted any license or sub- license of any material rights under or with respect to any Intellectual Property, except in the Ordinary Course of Business; i. there has been no change made or authorized in the charter or bylaws of TST or any of its Subsidiaries; j. neither TST nor any of 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, ...

Events Subsequent to the Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End, except as set forth on the Disclosure Schedule, there has not been any Material adverse change in the financial condition of triSpan. Without limiting the generality of the foregoing since the Most Recent Fiscal Year End, except as set forth on the Disclosure Schedule: 1. triSpan 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; 2. triSpan has not entered into any Material contract, lease, sublease, license or sublicense (or series of related contracts, leases, subleases, licenses and sublicenses) outside the Ordinary Course of Business; 4. no party has notified triSpan of any acceleration, termination, modification or cancellation of any outstanding Customer Contract or any other Material contract, agreement, lease, sublease, license or sublicense (or series of related contracts, leases, subleases, licenses and sublicenses), other than in the Ordinary Course of Business; 5. triSpan has not imposed any Security Interest upon any of its assets, tangible or intangible; 6. triSpan has not made any capital expenditure (or series of related capital expenditures) involving more than $75,000 in the aggregate, or outside the Ordinary Course of Business; 7. triSpan 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) involving more than $75,000 in the aggregate; 8. triSpan has not created, incurred, assumed, or guaranteed any indebtedness (including capitalized lease obligations) involving more than $75,000 individually or in the aggregate or outside the Ordinary Course of Business; 9. triSpan has not canceled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $75,000 or outside the Ordinary Course of Business; 10. there has been no change made or authorized in the charter or bylaws of triSpan, other than in connection with this Agreement and the transactions contemplated hereby; 11. triSpan 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 or exercise) any of its capital stock; 12. triSpan has not declared, set aside, or paid any dividend or distribution with respect to its capital stock nor re...

Events Subsequent to the Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End, (a) there has been no event, occurrence, change, effect, development, circumstance, or condition that, individually or in the aggregate, has had or could be reasonably expected to have a material adverse effect on the business, assets, condition (financial or otherwise), operations, results of operations or prospects of Target (each, a “Material Adverse Effect”), and (b) without limiting the generality of the foregoing: (i) Target has not sold, leased, transferred, or assigned any of its assets other than for fair consideration in the Ordinary Course of Business (as defined below) or entered into any agreement or contract outside the Ordinary Course of Business (as used herein, “Ordinary Course of Business” means, with respect to Target, the ordinary course of Target’s business, consistent with past custom and practice (including with respect to quantity and frequency));

Events Subsequent to the Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End, except as set forth on the Disclosure Schedule, there has not been any adverse change in the assets, Liabilities, business, financial condition, operations, results of operations, or future prospects of Target. Without limiting the generality of the foregoing since that date: (i) Target has not sold, leased, transferred, or assigned any of its significant assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) Target has not entered into any contract, lease, sublease, license or sublicense (or series or related contracts, leases, subleases, licenses and sublicenses) either involving more than $30,000 or outside the Ordinary Course of Business; (iii) Target has not 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 $50,000, in the aggregate, to which Target is a party or by which it is bound; (iv) no party has notified Target of any acceleration, termination modification or cancellation of any Customer Contract or any contract, agreement, lease, sublease, license or sublicense (or series of related contracts, leases, subleases, licenses and sublicenses), other than any employment or consulting agreements entered into in the Ordinary Course of Business, involving more than $25,000 to which a Target is a party or by which it is bound; (v) Target has not imposed any Security Interest upon any of its assets, tangible or intangible; (vi) Target has not made any capital expenditure (or series of related capital expenditures) either involving more than $50,000 individually or $100,000 in the aggregate, or outside the Ordinary Course of Business; (vii) 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 $50,000 individually or $100,000 in the aggregate; (viii) Target has not created, incurred, assumed, or guaranteed any indebtedness (including capitalized lease obligations) either involving more than $50,000 in the aggregate or outside the Ordinary Course of Business; (ix) Target has not delayed or postponed (beyond its normal practice) the payment of accounts payable and other Liabilities; (x) Target has not canceled, compromised, waived, or released any right or...

Related to Events Subsequent to the Most Recent Fiscal Year End

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 conversion, exchange, or exercise) any of its capital stock; (xiii) Sewcal 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; (xiv) Sewcal has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property outside the ordinary course of business; (xv) Sewcal has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business; (xvi) Sewcal has not entered into any collective bargaining agreements, written or oral, or modified the terms of any existing such contract or agreement; (xvii) Sewcal has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (xviii) Sewcal 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); (xix) Sewcal has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xx) Sewcal has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxi) (removed) (xxii) There has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Sewcal and/or its Subsidiaries; and
End of Fiscal Years; Fiscal Quarters The Borrower will cause (i) its and each of its Domestic Subsidiaries’ fiscal years to end on December 31 of each calendar year and (ii) its and each of its Domestic Subsidiaries’ fiscal quarters to end on March 31, June 30, September 30 and December 31 of each calendar year.
Change in Fiscal Year Such Obligor will not, and will not permit any of its Subsidiaries to, change the last day of its fiscal year from that in effect on the date hereof, except to change the fiscal year of a Subsidiary acquired in connection with an Acquisition to conform its fiscal year to that of Borrower.
Financial Statements; Fiscal Year The Current Financials were prepared in accordance with GAAP and present fairly, in all material respects, the consolidated financial condition, results of operations, and cash flows of the Companies as of, and for the portion of the fiscal year ending on the date or dates thereof (subject only to normal audit adjustments). All material liabilities of the Companies as of the date or dates of the Current Financials are reflected therein or in the notes thereto. Except for transactions directly related to, or specifically contemplated by, the Loan Documents or disclosed in the Current Financials, no subsequent material adverse changes have occurred in the consolidated financial condition of the Companies from that shown in the Current Financials. The fiscal year of each Company ends on December 31.
Subsequent Financial Statements The Company shall consult with Parent prior to making publicly available its financial results for any period after the date of this Agreement and prior to filing any Company SEC Documents after the date of this Agreement, it being understood that Parent shall have no liability by reason of such consultation.
Annual Statement as to Compliance, Notice of Servicer Termination Event (a) To the extent required by Section 1123 of Regulation AB, the Servicer, shall deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer and each Rating Agency, on or before March 31 of each year (regardless of whether the Seller has ceased filing reports under the Exchange Act), beginning on March 31, 2012, an officer’s certificate signed by any Responsible Officer of the Servicer, dated as of December 31 of the previous calendar year, stating that (i) a review of the activities of the Servicer during the preceding calendar year (or such other period as shall have elapsed from the Closing Date to the date of the first such certificate) and of its performance under this Agreement has been made under such officer’s supervision, and (ii) to such officer’s knowledge, based on such review, the Servicer has fulfilled in all material respects all its obligations under this Agreement throughout such period, or, if there has been a failure to fulfill any such obligation in any material respect, identifying each such failure known to such officer and the nature and status of such failure. (b) The Servicer shall deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer and each Rating Agency, promptly after having obtained knowledge thereof, but in no event later than two (2) Business Days thereafter, written notice in an officer’s certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Termination Event under Section 9.1(a). The Seller or the Servicer shall deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Servicer or the Seller (as applicable) and each Rating Agency promptly after having obtained knowledge thereof, but in no event later than two (2) Business Days thereafter, written notice in an officer’s certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Termination Event under any other clause of Section 9.1. (c) The Servicer will deliver to the Issuer, on or before March 31 of each year, beginning on March 31, 2012, a report regarding the Servicer’s assessment of compliance with certain minimum servicing criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. (d) To the extent required by Regulation AB, the Servicer will cause any affiliated servicer or any other party deemed to be participating in the servicing function pursuant to Item 1122 of Regulation AB to provide to the Issuer, on or before March 31 of each year, beginning on March 31, 2012, a report regarding such party’s assessment of compliance with certain minimum servicing criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. (e) Xxxxx Fargo Bank, National Association acknowledges, in its capacity as Backup Servicer and Trust Collateral Agent under this Agreement and in its capacity as Indenture Trustee under the Basic Documents, that to the extent it is deemed to be participating in the servicing function pursuant to Item 1122 of Regulation AB, it will take any action reasonably requested by the Servicer to ensure compliance with the requirements of Section 4.10(d) and Section 4.11(b) hereof and with Item 1122 of Regulation AB. Such required documentation will be delivered to the Servicer by March 15 of each calendar year.
Change of Fiscal Year Seller shall not, at any time, directly or indirectly, except upon ninety (90) days’ prior written notice to Purchaser, change the date on which its fiscal year begins from its current fiscal year beginning date.
Fiscal Year End Change, or permit any Subsidiary of any Borrower to change, its fiscal year end.
Changes in Fiscal Year Make any change in its fiscal year; provided, however, that the Borrower may, upon written notice to the Administrative Agent, change its fiscal year to any other fiscal year reasonably acceptable to the Administrative Agent, in which case, the Borrower and the Administrative Agent will, and are hereby authorized by Lenders to, make any adjustments to this Agreement that are necessary to reflect such change in fiscal year.
Closing Date Balance Sheet a. Not later than sixty (60) days after the Closing, Seller shall prepare a balance sheet of the Company as of the close of business on the Closing Date (the "Closing Date Balance Sheet"), in accordance with United States generally accepted accounting principles ("GAAP") applied in a manner consistent with the accounting principles and practices applied in the preparation of the Financial Statements (as defined herein). Seller agrees to use reasonable efforts to cause the Closing Date Balance Sheet to be prepared and delivered to Purchaser within sixty (60) days after the Closing, unless such inability to deliver the Closing Date Balance Sheet is as a result of Purchaser's failure to give Seller reasonable access to the necessary books, records and/or personnel, in which event the requirement to deliver the Closing Date Balance Sheet shall be tolled until Seller is given reasonable access to the necessary documentation or personnel. The date of delivery of the Closing Date Balance Sheet to Purchaser is referred to herein as the "Delivery Date". b. Without charge by Purchaser, Purchaser shall cause its and the Company's employees to cooperate reasonably and on a timely basis and to assist Seller with the preparation of the Closing Date Balance Sheet, and shall make reasonably available to Seller and its authorized representatives the books, records, and personnel of the Company which Seller reasonably requires in order to prepare and deliver the Closing Date Balance Sheet. Purchaser and Seller shall, throughout the entire period from the date of this Agreement to the Delivery Date, meet and discuss any and all financial and business matters relating to such process and the preparation of the Closing Date Balance Sheet, and Seller shall make available its work papers for confidential inspection and review by Purchaser and Purchaser's accountants; provided, however, that Seller may omit or redact information that contains competitively sensitive information concerning Seller's or any of Seller's Affiliate's unrelated operations, contracts, customers, pricing, costs, or related matters.

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