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Common use of Existing Condition Clause in Contracts

Existing Condition. Except as disclosed on Schedule 4.8 hereto, since December 31, 2014, the Company has been operated in the ordinary course of business consistent with past practice and the Company has not: (a) sold, assigned or transferred any of its material assets or properties except in the ordinary course of its business consistent with past practice; (b) made or suffered any amendment to or termination of any contract that would be required to be disclosed on Schedule 4.15 hereto; (c) made or committed to make any capital expenditures in excess of $US 15,000 individually or $US 50,000 in the aggregate; (d) paid any bonuses or committed to pay any bonuses; (e) declared, made, paid or otherwise become committed to make or pay any dividend or other distribution in favor of any of the Sellers in respect of his, her or its capital stock or membership interests; (f) redeemed, purchased or otherwise acquired any of its membership interests or capital stock; (g) hired any new employees or made any offers of employment to any person at a base salary in excess of $US 150,000; (h) created, incurred, assumed or guaranteed any indebtedness for money borrowed or incurred any other liabilities exceeding $US 100,000 in the aggregate except for current liabilities incurred consistent with past practice; (i) suffered any damage, destruction or loss, whether or not covered by insurance, (i) materially and adversely affecting its business, results of operations, assets, liabilities or financial condition or (ii) of any item carried on its books of account at more than $US 10,000; (j) made any material, long-term commitments with respect to the Company or its business other than in the ordinary course of business consistent with past practice in excess of $US 100,000; (k) suffered any Company Material Adverse Effect; or (l) entered into any transaction other than in the ordinary course of its business consistent with past practice.

Appears in 1 contract

Samples: Membership Interests Purchase Agreement (Cipher Pharmaceuticals Inc)

Existing Condition. Except as disclosed on Schedule 4.8 SCHEDULE 6.21 hereto, since December 31, 20142000, the Company has been operated in the ordinary course of business consistent with past practice and the Company BRL has not: (a) sold, assigned or transferred any of its material assets or properties exceeding $20,000 in the aggregate except in the ordinary course of its business businesses consistent with past practice; (b) made or suffered any amendment to or termination of any contract that would be required to be disclosed on Schedule 4.15 hereto; (c) made or committed to make any capital expenditures in excess of $US 15,000 individually or $US 50,000 in the aggregate; (d) paid any bonuses or committed to pay any bonuses; (e) declared, made, paid or otherwise become committed to make or pay any dividend or other distribution in favor of any of the Sellers in respect of his, her or its capital stock or membership interests; (f) redeemed, purchased or otherwise acquired any of its membership interests or capital stock; (g) hired any new employees or made any offers of employment to any person at a base salary in excess of $US 150,000; (h) created, incurred, assumed or guaranteed any indebtedness for money borrowed or incurred any other liabilities exceeding $US 100,000 20,000 in the aggregate except for current liabilities incurred in the ordinary course of its business consistent with past practice; (ic) suffered any damage, destruction or loss, whether or not covered by insurance, (i) materially and adversely affecting its businessbusinesses, results of operations, assets, liabilities properties or financial condition prospects or (ii) of any item carried on its BRL's books of account at more than $US 10,00020,000; (jd) suffered any Material Adverse Effect in its business, operations, assets, properties or condition (financial or otherwise); [THE REST OF THIS PAGE IS INTENTIONALLY BLANK] (e) made any materialcapital expenditure or capital addition or betterment in excess of $20,000 except for such as may be involved in the ordinary repair, long-term commitments with respect maintenance and replacement of its assets; (f) increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its directors, officers or employees, or to any Stockholder, or made any increase in, or any addition to, other benefits to which any of its directors, officers or employees or any Stockholder may be entitled. Except as disclosed on SCHEDULE 6.21, since December 31, 2000 there has been no material change in the Company assets, liabilities, employee relations, customer relations or its vendor relations, prospects, operations or condition, financial or otherwise, of BRL or the business from that reflected in the financial statements for the fiscal year then ended, other than changes in the ordinary course of business consistent with past practice in excess which have not adversely and materially affected BRL's assets or materially increased any of $US 100,000; the liabilities (kactual or contingent) suffered any Company Material Adverse Effect; or (l) entered into any transaction other than in of the ordinary course of its business consistent with past practicebusiness.

Appears in 1 contract

Samples: Merger Agreement (Arena Pharmaceuticals Inc)

Existing Condition. Except as disclosed on Schedule 4.8 3.11 hereto, since December 31June 30, 20142006, the Company has been operated in the ordinary course of business consistent with past practice and the Company has not: (a) sold, assigned or transferred any of its material assets or properties except in the ordinary course of its business consistent with past practice; (b) made or suffered any amendment to or termination of any contract that would be required to be disclosed on Schedule 4.15 hereto; (c) made or committed to make any capital expenditures in excess of $US 15,000 25,000 individually or $US 50,000 100,000 in the aggregate; (dc) paid any bonuses paid, or committed to pay pay, any bonuses, incentive compensation or other similar payments; (ed) declared, made, paid or otherwise become committed to make or pay any dividend or other distribution in favor of any of the Sellers in respect of his, her or its capital stock or membership interestsphantom stock, except for distributions to the Seller's Trust of amounts reasonably required to cover the estimated income taxes of the Seller's Trust on income earned by the Company (all of which distributions are listed on Schedule 3.11 hereto); (f) redeemed, purchased or otherwise acquired any of its membership interests or capital stock; (ge) hired any new employees or made any offers of employment to any person at a base salary in excess of $US 150,000person, except for persons as were either hired or offered employment on an at-will basis; (hf) created, incurred, assumed or guaranteed any indebtedness for money borrowed or incurred any other liabilities exceeding $US 100,000 25,000 in the aggregate except for current liabilities incurred consistent with past practice; (ig) suffered any damage, destruction or loss, whether or not covered by insurance, (i) materially and adversely affecting its business, results of operations, assets, liabilities or financial condition or (ii) of any item carried on its books of account at more than $US 10,00025,000; (jh) made any material, long-term commitments with respect to the Company or its business other than in the ordinary course of business consistent with past practice in excess of $US 100,000practice; (ki) suffered any Company Material Adverse Effectmaterial adverse change in its business, results of operations, assets, liabilities or financial condition; (j) increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its directors, officers or employees, or to either Seller, or made any increase in, or any addition to, other benefits to which any of its directors, officers or employees or either Seller may be entitled; or (lk) entered into any transaction other than in the ordinary course of its business consistent with past practice. Except as disclosed on Schedule 3.11 hereto, since June 30, 2006, the Company has not made or suffered any amendment to or termination of any material contract or commitment to which it is or was a party or by which it or any of its properties are or were bound.

Appears in 1 contract

Samples: Stock Purchase Agreement (K Tron International Inc)

Existing Condition. Except as disclosed on Schedule 4.8 2.10 hereto, since December 31, 20141998, the Company has been operated in the ordinary course of business consistent with past practice and the Company has its Subsidiaries have not: (a) sold, assigned or transferred any of its material their assets or properties except in the ordinary course of its business their businesses consistent with past practice; (b) made or suffered any amendment to or termination of any contract that would be required to be disclosed on Schedule 4.15 hereto; (c) made or committed to make any capital expenditures in excess of $US 15,000 individually or $US 50,000 in the aggregate; (d) paid any bonuses or committed to pay any bonuses; (e) declared, made, paid or otherwise become committed to make or pay any dividend or other distribution in favor of any of the Sellers in respect of his, her or its capital stock or membership interests; (f) redeemed, purchased or otherwise acquired any of its membership interests or capital stock; (g) hired any new employees or made any offers of employment to any person at a base salary in excess of $US 150,000; (h) created, incurred, assumed or guaranteed any indebtedness for money borrowed or incurred any other liabilities exceeding $US 100,000 in the aggregate except for current liabilities incurred in the ordinary course of their businesses consistent with past practice; (ic) suffered any damage, destruction or loss, whether or not covered by insurance, (i) materially and adversely affecting its businesstheir businesses, results of operations, assets, liabilities properties or financial condition prospects or (ii) of any item carried on its the Company's consolidated books of account at more than $US 10,00025,000; (jd) suffered any material adverse change in their businesses, operations, assets, properties, prospects or condition (financial or otherwise); (e) made any material, long-term commitments with respect to the Company capital expenditure or its business other than capital addition or betterment except as may be involved in the ordinary course repair, maintenance and replacement of business consistent with past practice their assets or any capital expenditure in excess of $US 100,00025,000; (kf) suffered increased the salaries or other compensation of, or made any Company Material Adverse Effectadvance (excluding advances for ordinary and necessary business expenses) or loan to, any of their directors, officers or employees, or to any Shareholder, or made any increase in, or any addition to, other benefits to which any of their directors, officers or employees or any Shareholder may be entitled; or (lg) entered into any transaction other than in the ordinary course of its business their businesses consistent with past practice. Except as disclosed on Schedule 2.10 hereto, since December 31, 1998, the Company and its Subsidiaries have not made or suffered any amendment to or termination of any material contract or commitment to which they are or were a party or by which they or any of their properties are or were bound.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (DBT Online Inc)

Existing Condition. Except as disclosed set forth on Schedule 4.8 SCHEDULE 3.1.11 attached hereto, 14 since December 31Year-End, 2014Sellers have not, with respect to the Company Business: (a) incurred any liabilities or discharged or satisfied any liabilities other than in the ordinary course of business consistent with past practice, or failed to pay or discharge any liabilities, which failure has caused, or will cause, any material damage or risk of material loss to the Business or any of the Assets; (b) sold, transferred or otherwise disposed of any assets or properties which would have been operated included in the Assets if the Closing had been held at Year-End or on any date since then, except for (i) such assets or properties as have been used or consumed in the ordinary course of business, (ii) the sale of inventory in the ordinary course of business consistent with past practice and (iii) the Company has not: (a) sold, assigned or transferred disposition of any of its material such assets or properties except (x) which were obsolete and immaterial in value and (y) which has otherwise been fully reflected in the ordinary course of its business consistent with past practice; (b) made or suffered any amendment to or termination of any contract that would be required to be disclosed on Schedule 4.15 hereto; (c) made or committed to make any capital expenditures in excess of $US 15,000 individually or $US 50,000 in the aggregate; (d) paid any bonuses or committed to pay any bonuses; (e) declared, made, paid or otherwise become committed to make or pay any dividend or other distribution in favor of any of the Sellers in respect of his, her or its capital stock or membership interests; (f) redeemed, purchased or otherwise acquired any of its membership interests or capital stock; (g) hired any new employees or made any offers of employment to any person at a base salary in excess of $US 150,000; (h) created, incurred, assumed or guaranteed any indebtedness for money borrowed or incurred any other liabilities exceeding $US 100,000 in the aggregate except for current liabilities incurred consistent with past practiceAdjusted August Balance Sheet; (i) suffered any damage, destruction or loss, whether or not covered by insurance, (ix) materially and adversely affecting its business, results of operations, assets, liabilities the Business or financial condition Assets or (iiy) of any item or items carried on its books of account individually or in the aggregate at more than $US 10,00050,000.00, or (ii) suffered any repeated, recurring or prolonged shortage, cessation or interruption of supplies or utility or other services required to conduct the Business; (jd) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (i) made any materialadvance (excluding advances for ordinary and necessary business expenses) or loan to, long-term commitments with respect to the Company any of its employees or its business (ii) other than in the ordinary course of business consistent with past practice in excess practice, increased the salaries or other compensation payable to, or made any increase in, or any addition to, other benefits provided to, any of $US 100,000its employees; (kf) suffered changed any Company Material Adverse Effectof the accounting principles followed by it, or the methods of applying such principles, in any material respect; or (lg) entered into any transaction other than in the ordinary course of its business consistent with past practice.

Appears in 1 contract

Samples: Asset Purchase Agreement (Maxco Inc)