Common use of No Adverse Effects or Changes Clause in Contracts

No Adverse Effects or Changes. Since the Latest Financial Statement Date, the Company has not: (a) suffered any Company Adverse Change or Effect; (b) waived, released or canceled any claims against third parties or debts owing to it, or any rights; (c) made any changes in its accounting systems, policies, principles or practices; (d) authorized for issuance, issued, sold, delivered or agreed or committed to issue, sell or deliver (whether through the issuance or granting of options, warrants, convertible or exchangeable securities, commitments, subscriptions, rights to purchase or otherwise), any of its Securities, or amended any of the terms of any of its Securities; (e) split, combined, or reclassified any shares of its Securities, declared, set aside or paid any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its securities, or redeemed or otherwise acquired any Securities of the Company or of any other Person; (f) entered into, adopted, amended or terminated any bonus, profit sharing, compensation, termination, stock option, stock appreciation right, restricted stock, performance unit, pension, retirement, deferred compensation, employment, severance or other employee benefit agreements, trusts, plans, funds or other arrangements for the benefit or welfare of any director, officer or employee, or increased in any manner the compensation or fringe benefits of any director or officer; (g) authorized or made any capital expenditure; (h) made any Tax election or settled or compromised any federal, state, local or foreign Tax liability, or waived or extended the statute of limitations in respect of any such Taxes; (i) paid any amount, performed any obligation or agreed to pay any amount or perform any obligation, in settlement or compromise of any suits against the Company or its Affiliates or any of its directors, officers, employees, agents, or shareholders; (j) paid any amount, performed any obligation or agreed to pay any amount or perform any obligation, in settlement or compromise of any claims of liability against the Company or its Affiliates or any of its directors, officers, employees, agents, or shareholders; or (k) terminated, modified, amended or otherwise altered or changed any of the terms or provisions of any Contract, or paid any amount not required by Law or by any Contract.

Appears in 1 contract

Samples: Stock Purchase Agreement (Thomson & Kernaghan Co LTD)

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No Adverse Effects or Changes. Since the Latest Financial Statement Date, the Company has not: (a) suffered any Company Adverse Change or Effect; (b) waived, released or canceled any claims against third parties or debts owing to it, or any rights; (c) made any changes in its accounting systems, policies, principles or practices; (d) authorized for issuance, issued, sold, delivered or agreed or committed to issue, sell or deliver (whether through the issuance or granting of options, warrants, convertible or exchangeable securities, commitments, subscriptions, rights to purchase or otherwise), any of its Securities, or amended any of the terms of any of its Securities; (e) split, combined, or reclassified any shares of its Securities, declared, set aside or paid any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its securities, or redeemed or otherwise acquired any Securities of the Company or of any other Person; (f) entered into, adopted, amended or terminated any bonus, profit sharing, compensation, termination, stock option, stock appreciation right, restricted stock, performance unit, pension, retirement, deferred compensation, employment, severance or other employee benefit agreements, trusts, plans, funds or other arrangements for the benefit or welfare of any director, officer or employee, or increased in any manner the compensation or fringe benefits of any director or officer; (g) authorized or made any capital expenditure; (h) made any Tax election or settled or compromised any federal, state, local or foreign Tax liability, or waived or extended the statute of limitations in respect of any such Taxes; (i) paid any amount, performed any obligation or agreed to pay any amount or perform any obligation, in settlement or compromise of any suits against the Company or its Affiliates or any of its directors, officers, employees, agents, or shareholders;. (j) paid any amount, performed any obligation or agreed to pay any amount or perform any obligation, in settlement or compromise of any claims of liability against the Company or its Affiliates or any of its directors, officers, employees, agents, or shareholders; or (k) terminated, modified, amended or otherwise altered or changed any of the terms or provisions of any Contract, or paid any amount not required by Law or by any Contract.

Appears in 1 contract

Samples: Stock Purchase Agreement (Joshua Tree Construction Inc)

No Adverse Effects or Changes. Since Except as listed on SCHEDULE 3.7, since the Latest Financial Statement Date, the Company has not: (a) suffered any Company Adverse Change or Effect; (b) suffered any damage, destruction or Loss (as that term is defined herein) to any of its assets or properties (whether or not covered by insurance); (c) incurred any obligation or entered into any Contract which requires a payment by the Company in excess of $100.00 or entered into any Contract to provide for the delivery of goods or the performance of services, or any combination thereof, by the Company, having a value in excess of $100.00; (d) sold, transferred, conveyed, assigned, leased, encumbered or otherwise disposed of any of its assets or properties; (e) waived, released or canceled any claims against third parties or debts owing to it, or any rights; (cf) made any changes in its accounting systems, policies, principles or practices; (dg) entered into, authorized, or permitted any transaction with the Seller or any Affiliate of the Seller; (h) authorized for issuance, issued, sold, delivered or agreed or committed to issue, sell or deliver (whether through the issuance or granting of options, warrants, convertible or exchangeable securities, commitments, subscriptions, rights to purchase or otherwise), any of its Securities, or amended any of the terms of any of its Securities; (ei) split, combined, or reclassified any shares of its Securities, declared, set aside or paid any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its securities, or redeemed or otherwise acquired any Securities of the Company or of any other Person; (fj) except for Existing Borrowing, made any borrowing, incurred any debt, or assumed, guaranteed, endorsed or otherwise become liable (whether directly, contingently or otherwise) for the obligations of any other Person, or made any payment or repayment in respect of any indebtedness; (k) made any loans, advances or capital contributions to, or investments in, any other Person; (l) entered into, adopted, amended or terminated any bonus, profit sharing, compensation, termination, stock option, stock appreciation right, restricted stock, performance unit, pension, retirement, deferred compensation, employment, severance or other employee benefit agreements, trusts, plans, funds or other arrangements for the benefit or welfare of any director, officer or employee, or increased in any manner the compensation or fringe benefits of any director or officer; (gm) authorized or made any capital expenditure; (hn) made any Tax election or settled or compromised any federal, state, local or foreign Tax liability, or waived or extended the statute of limitations in respect of any such Taxes; (io) paid any amount, performed any obligation or agreed to pay any amount or perform any obligation, in settlement or compromise of any suits against the Company or its Affiliates or any of its directors, officers, employees, agents, or shareholders;. (jp) paid any amount, performed any obligation or agreed to pay any amount or perform any obligation, in settlement or compromise of any claims of liability against the Company or its Affiliates or any of its directors, officers, employees, agents, or shareholders; or (kq) terminated, modified, amended or otherwise altered or changed any of the terms or provisions of any Contract, or paid any amount not required by Law or by any Contract.

Appears in 1 contract

Samples: Stock Purchase Agreement (Vacation Ownership Marketing Inc)

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No Adverse Effects or Changes. Since Except as listed on Schedule 3.6, since the Latest Financial Statement Date, the Company has not: (a) suffered any Company Adverse Change or Effect; (b) suffered any damage, destruction or Loss (as that term is defined herein) to any of its assets or properties (whether or not covered by insurance); (c) incurred any obligation or entered into any Contract which requires a payment by the Company in excess of $1,000.00 or entered into any Contract to provide for the delivery of goods or the performance of services, or any combination thereof, by the Company, having a value in excess of $1,000.00; (d) sold, transferred, conveyed, assigned, leased, encumbered or otherwise disposed of any of its assets or properties; (e) waived, released or canceled any claims against third parties or debts owing to it, or any rights; (cf) made any changes in its accounting systems, policies, principles or practices; (dg) entered into, authorized, or permitted any transaction with the Seller or any Affiliate of the Seller; (h) authorized for issuance, issued, sold, delivered or agreed or committed to issue, sell or deliver (whether through the issuance or granting of options, warrants, convertible or exchangeable securities, commitments, subscriptions, rights to purchase or otherwise), any of its Securities, or amended any of the terms of any of its Securities; (ei) split, combined, or reclassified any shares of its Securities, declared, set aside or paid any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its securities, or redeemed or otherwise acquired any Securities of the Company or of any other Person; (fj) except for Existing Borrowing, made any borrowing, incurred any debt, or assumed, guaranteed, endorsed or otherwise become liable (whether directly, contingently or otherwise) for the obligations of any other Person, or made any payment or repayment in respect of any indebtedness; (k) made any loans, advances or capital contributions to, or investments in, any other Person; (l) entered into, adopted, amended or terminated any bonus, profit sharing, compensation, termination, stock option, stock appreciation right, restricted stock, performance unit, pension, retirement, deferred compensation, employment, severance or other employee benefit agreements, trusts, plans, funds or other arrangements for the benefit or welfare of any director, officer or employee, or increased in any manner the compensation or fringe benefits of any director or officer; (gm) authorized or made any capital expenditure; (hn) made any Tax election or settled or compromised any federal, state, local or foreign Tax liability, or waived or extended the statute of limitations in respect of any such Taxes; (io) paid any amount, performed any obligation or agreed to pay any amount or perform any obligation, in settlement or compromise of any suits against the Company or its Affiliates or any of its directors, officers, employees, agents, or shareholders;. (jp) paid any amount, performed any obligation or agreed to pay any amount or perform any obligation, in settlement or compromise of any claims of liability against the Company or its Affiliates or any of its directors, officers, employees, agents, or shareholders; or (kq) terminated, modified, amended or otherwise altered or changed any of the terms or provisions of any Contract, or paid any amount not required by Law or by any Contract.

Appears in 1 contract

Samples: Stock Purchase Agreement (Pacel Corp)

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