Interim Change Sample Clauses
Interim Change. Except as set forth in Schedule 3.22, since December 31, 2016, the Business has been conducted and operated only in the ordinary course, consistent with past practices. In addition, except as set forth on Schedule 3.22, since December 31, 2016:
(a) there has been no undisclosed Material Adverse Effect on the Assigned Assets;
(b) except in the ordinary course of business and consistent with past practice, no party has accelerated, terminated, modified or cancelled any agreement, contract, lease or license (or series of related agreements, contracts, leases and licenses) that are included in the Assigned Assets or related to the Business, or, to Knowledge, has threatened the same;
(c) the Company has not mortgaged or pledged any Assigned Asset, or subjected any Assigned Asset to any Encumbrance other than Permitted Encumbrances;
(d) the Company has not sold, leased, assigned, transferred or otherwise disposed of, or agreed to sell, lease, assign, transfer or otherwise dispose of at some future date, or granted an option or other right to any party to acquire, any of the Assigned Assets, nor has the Company forgiven or canceled any debts owing to the Company or waived any claims or rights;
(e) the Company has not sold, assigned, transferred, or permitted to lapse, any rights for the use of any Intellectual Property, or disclosed any Proprietary Information to any Person except pursuant to non-disclosure agreements in the ordinary course of business;
(f) the Company has not suffered any extraordinary losses;
(g) the Company has not suffered any damage, destruction or casualty loss, not fully covered by insurance (subject to payment of the applicable deductible);
(h) the Company has not acquired (including, without limitation, by merger, consolidation or acquisition of stock or assets) any operating business, corporation, partnership, limited liability company, joint venture, association or other business organization or division thereof, or any assets, outside of the ordinary course of business and consistent with past practice, or entered into any commitment to do so;
(i) the Company has not, except for this Agreement or any other agreement contemplated hereby, entered into any agreement, contract, lease or license (or series of related agreements, contracts, leases or licenses) that are related to the Business outside of the ordinary course of business and consistent with past practice;
(j) the Company has not declared, made any payment, set aside or made an...
Interim Change. Except as set forth in Schedule 4.7, since December 31, 2002, Seller has operated the Business only in the ordinary course, consistent with past practices, and there has not been:
(a) any adverse change in the financial condition, assets, liabilities (fixed or contingent), personnel, prospects or business affairs of Seller or the Business or in its relationships with suppliers, vendors, customers, lessors, employees or others (in each case, as a group or class) nor has there occurred any event or condition which could reasonably be expected to have such an effect;
(b) any damage, destruction or loss, whether or not covered by insurance, adversely affecting the Business or assets of Seller;
(c) any forgiveness, cancellation or waiver of any rights of Seller;
(d) any disposition of assets of Seller, other than sales of inventory in the ordinary course of business on terms consistent with past practice;
(e) any increase in the compensation or benefits payable or to become payable by Seller (other than for general increases applicable to most employees in an amount consistent with past practice);
(f) any declaration, authorization or payment of dividends or distributions to the Stockholders;
(g) any issuance or repurchase by Seller of any shares of its capital stock;
(h) any grant by Seller of any option to purchase shares of capital stock;
(i) any change in credit practices as to customers of the Business;
(j) any incurrence of any security interest, lien, charge, encumbrance or claim on, or any material damage or loss of $10,000 or more to, Seller or the Business; or
(k) any event or condition of any character materially adversely affecting the Business or assets of Seller which has not been disclosed to Buyer in the other Schedules to this Agreement. Since December 31, 2002, neither Seller nor the Business has incurred or become subject to, or agreed to incur or become subject to, any liability or obligation, contingent or otherwise, except current liabilities and contractual obligations in the ordinary course of business and in amounts consistent with past practices. Except as set forth in Schedule 4.7, since December 31, 2002, there has not been any agreement, commitment or understanding by Seller or the Stockholders to do any of the foregoing.
Interim Change. 49 Except as set forth on Disclosure Schedule 3.8, since the Most Recent Fiscal Month End, there has not been any material adverse change50 in the business, financial condition, operations, results of operations, or future prospects51 of the Business. Without limiting the generality of the foregoing, since that date, with respect to the Business, Seller has not: 45 This blank line represents the last day of Seller’s most recently completed fiscal year. 46 This blank line represents the number of completed months in Seller’s current fiscal year. 47 This blank line represents the last day of the most recently completed month in Seller’s current fiscal year. 48 This sentence enables Buyer to be indemnified by Seller under Article 9 for any breach. Alternatively, Xxxxx’s risk in this regard could be covered by a specific reference in Section 9.2. 49 If the financial statements are current as of the month ending prior to the date of the Agreement, the parties may omit all or part of this Section 3.8 and merely rely on the “bring-down” provision in the closing conditions and on any relevant covenants pending the closing. See infra Section 6.1(a). 50 See supra note 40. 51 Many sellers are reluctant to assume risk by representing to the speculative matter of “future prospects.” Some sellers are able to prevail in negotiations with their buyers for exclusion of “future prospects” from this representation. See XXXXX & XXXXX, supra note 35, § 11.04[9].
(a) made any change in the Business or its operations or in the manner of conducting the Business other than changes made by Seller in Seller’s Ordinary Course of Business;
(b) incurred any Liabilities, except Liabilities incurred in Seller’s Ordinary Course of Business, or experienced any change in any assumptions underlying or methods of calculating any bad debt, contingency, or other reserves;
(c) paid, discharged or satisfied any Security Interest or Liability, other than Security Interests or Liabilities (i) that are reflected or reserved against in the Most Recent Financial Statements and that were paid, discharged, or satisfied since the date of the Most Recent Financial Statements in Seller’s Ordinary Course of Business or (ii) that were incurred and paid, discharged or satisfied since the Most Recent Fiscal Month End in Seller’s Ordinary Course of Business;
(d) written down the value of any Inventories, written off as uncollectible any or any portion of Accounts Receivable, experienced any customer deductions ...
Interim Change. Except as described in reasonable detail on Schedule 3.7, since December 1, 2000 (unless otherwise stated), EA has operated its business only in the ordinary course, consistent with past practices, and there has not been any of the following in connection with EA:
(a) Any material adverse change in the financial condition, assets, liabilities, personnel, prospects or business affairs of EA in its relationships with suppliers, vendors, customers, representatives, employees or others, nor has there been the occurrence of any event or condition which could reasonably be expected to have such an effect;
(b) any declaration or payment of any dividend or other distribution;
(c) any forgiveness, cancellation, write-off or write-down of debts or claims, or waiver of any rights related to EA other than in the ordinary course of business;
(d) any increase or decrease in the compensation, benefits or method or rate of reimbursement paid, payable or to become payable by EA to any employee, independent contractor or other person who renders services in connection with EA or its business, or any payments of compensation other than salary to any of such employees;
(e) any incurrence of debt other than trade payables incurred in the ordinary course of business;
(f) since December 1, 2000, any entry into any material agreement, commitment, or transaction in excess of ten thousand dollars ($10,000) or any capital expenditure in excess of five thousand dollars ($5,000) by EA;
(g) any incurrence of any security interest, lien, charge, encumbrance or claim on, or any damage or loss to, any of the assets of EA;
(h) any change in the method of operation or practices of EA, including any change in the accounting, billing or invoicing procedures of EA;
(i) any sale, transfer or disposal by or for EA or purchase by or for EA of any properties or assets, except in the ordinary course consistent with past practices; or
(j) any agreement, commitment or understanding by EA to do any of the foregoing.
Interim Change. Since the date of the most recent financial statements, there has not been (i) any material change in the financial condition, assets, liabilities, personnel, or business of the Advocate Corporations, except changes in the ordinary course of business,
Interim Change. Since July 1st, 1997, the Company has not engaged in any business or transaction other than in the ordinary course of business. In particular (but without this list being exclusive):
(a) the Company has not suffered any change, nor has there arisen any event, having or which could reasonably be expected to have a Material Adverse Effect;
(b) the Company has not forgiven or canceled any debts or claims or waived, released or relinquished any contract right or any other rights of its business;
(c) the Company has not consented to, or has not had imposed on it, any liens;
Interim Change. Except as set forth in Schedule 4.9, since November 30, 1999, the Subsidiary has been operated in the ordinary course, consistent with past operations.
Interim Change. Except as set forth in Schedule 5.6, since October 30, 1997, the Company and the subsidiaries have operated the Business only in the ordinary course, consistent with past practices, and there has not been:
1. any adverse change in the financial condition, assets, liabilities (fixed or contingent), personnel, prospects or business affairs of the Company, a subsidiary or the Business or in its relationships with suppliers, vendors, customers, lessors, employees or others (in each case, as a group or class) nor has there been the occurrence of any event or condition which would reasonably be expected to have such an effect;
2. any damage, destruction or loss, whether or not covered by insurance, adversely affecting the Business or assets of the Company or any subsidiary;
3. any forgiveness, cancellation or waiver of any rights of the Company or a subsidiary as to the Business;
4. any disposition of assets of the Company or a subsidiary, other than sales of inventory in the ordinary course of business on terms consistent with past practice;
5. any event or condition of any character materially adversely affecting the Business or assets of the Company or any subsidiary;
6. any increase in the compensation or benefits payable or to become payable by the Company or a subsidiary (other than for general increases applicable to most employees in an amount consistent with past practice);
7. any declaration, authorization or payment of dividends or distributions to any Stockholder;
8. any issuance or repurchase by the Company of any shares of its capital stock other than repurchases pursuant to the provisions of the ESOP as a result of the exercise by ESOP participants of certain put rights; provided that Buyer is given prior written notice at least 10 days before any repurchase;
9. any grant by the Company of any option to purchase shares of capital stock;
10. any change in credit practices as to customers of the Business; or
11. any incurrence of any security interest, lien, charge, encumbrance or claim on, or any material damage or loss to, the Company, its subsidiaries or the Business. Since October 30, 1997, neither the Company nor any subsidiary has incurred or become subject to, or agreed to incur or become subject to, any liability or obligation, contingent or otherwise, except current liabilities and contractual obligations in the ordinary course of business and in amounts consistent with past practices. Except as set forth in Schedule 5.6, since October 30, ...
Interim Change. Except as set forth on Schedule 6.3(d), from and after December 31, 2022, there has not been: (i) any change in the financial condition, assets, liabilities, properties or results of operations of the business of Froedtert or any Froedtert Affiliate which has had or could have with the passage of time or the giving of notice, result in a Material change on the business of the Froedtert System; (ii) any damage, destruction or loss, whether or not covered by insurance, which has had or could have with the passage of time or the giving of notice, result in, in the aggregate, a Material change on the business of the Froedtert System; (iii) any disposition by Froedtert or any Froedtert Affiliate of any property, rights or other assets owned by or employed in the business of the Froedtert System that were not in the usual and ordinary course of the business of the Froedtert System and that involved property, rights or other assets with a value exceeding $ ; (iv) any amendment or termination of any Froedtert Key Contract outside of the usual and ordinary course of business or that did not expire pursuant to its terms; or (v) any event or condition of any character which has had or could have with the passage of time or the giving of notice, result in a Material change on the business of the Froedtert System.
Interim Change. Except as set forth in Schedule 2.23 or in the -------------- Financials, since December 31, 1994 there has not been:
(a) any material adverse change in the financial condition, assets, liabilities, personnel or business of the Company or in its relationships with suppliers, patients, lessors, lessees or regulators;
(b) any damage, destruction or loss of property, whether or not covered by insurance, materially and adversely affecting the Company;
(c) any increase in the compensation or benefits payable or to become payable by the Company to any of its officers or to employees;
(d) any extension of credit by the Company other than in the ordinary course of business;
(e) any redemption, purchase or other acquisition by the Company of any of its Shares;
(f) any sale, transfer or disposal by the Company or purchase, or agreement therefor by the Company of any properties or assets or provision of services except in the ordinary course of business and consistent with past practices;
(g) any declaration or payment of any dividends or other distributions in respect of the capital stock of the Company; or
(h) any transaction not in the ordinary course of business. Except as disclosed on Schedule 2.23, since December 31, 1994 the Company has not incurred or become subject to, or agreed to incur or become subject to, any liability or obligation, contingent or otherwise, except current liabilities and contractual obligations which are disclosed on Schedule 2.16 or not required to be so disclosed in the ordinary course of business.