No Adverse Events. Between the date hereof and the Closing Date, neither the business, assets or condition, financial or otherwise, of the Company taken as a whole shall have been materially adversely affected in any manner.
No Adverse Events. Since the date of the AUGI Financial Statements
(i) there has not been any material adverse change in the consolidated financial position or condition of AUGI, its subsidiaries, its liabilities or the AUGI Assets or any damage, loss or other change in circumstances materially affecting AUGI, the AUGI Business or the AUGI Assets or AUGI' right to carry on the AUGI Business, other than changes in the ordinary course of business,
(ii) there has not been any damage, destruction, loss or other event (whether or not covered by insurance) materially and adversely affecting AUGI, its subsidiaries, the AUGI Business or the AUGI Assets,
(iii) there has not been any material increase in the compensation payable or to become payable by AUGI to any of AUGI' officers, employees or agents or any bonus, payment or arrangement made to or with any of them,
(iv) the AUGI Business has been and continues to be carried on in the ordinary course,
(v) AUGI has not waived or surrendered any right of material value,
(vi) neither AUGI nor its subsidiaries have discharged or satisfied or paid any lien or encumbrance or obligation or liability other than current liabilities in the ordinary course of business, and
(vii) no capital expenditures in excess of $10,000 individually or $30,000 in total have been authorized or made.
No Adverse Events. Since the date of the SURGE Financial Statements:
(i) there has not been any material adverse change in the consolidated financial position or condition of SURGE, its subsidiaries, its liabilities or the SURGE Assets or any damage, loss or other change in circumstances materially affecting SURGE, the SURGE Business or the SURGE Assets or SURGE’s right to carry on the SURGE Business, other than changes in the ordinary course of business,
(ii) there has not been any damage, destruction, loss or other event (whether or not covered by insurance) materially and adversely affecting SURGE, the SURGE Business or the SURGE Assets,
(iii) there has not been any material increase in the compensation payable or to become payable by SURGE to the SURGE Shareholders or to any of SURGE's officers, employees or agents or any bonus, payment or arrangement made to or with any of them,
(iv) the SURGE Business has been and continues to be carried on in the ordinary course,
(v) neither SURGE nor its subsidiaries have waived or surrendered any right of material value,
(vi) neither SURGE nor its subsidiaries have has discharged or satisfied or paid any lien or encumbrance or obligation or liability other than current liabilities in the ordinary course of business, and
(vii) no capital expenditures in excess of $10,000 individually or $25,000 in total have been authorized or made;
No Adverse Events. Since the date of the Company Financial Statements
(i) there has not been any material adverse change in the financial position or condition of the Company, its liabilities or the Company Assets or any damage, loss or other change in circumstances materially affecting the Company, the Business or the Company Assets or the Company's right to carry on the Business, other than changes in the ordinary course of business,
(ii) there has not been any damage, destruction, loss or other event (whether or not covered by insurance) materially and adversely affecting the Company, the Business or the Company Assets,
(iii) there has not been any material increase in the compensation payable or to become payable by the Company to the Significant Shareholders or to any of the Company's officers, employees or agents or any bonus, payment or arrangement made to or with any of them,
(iv) the Business has been and continues to be carried on in the ordinary course,
(v) the Company has not waived or surrendered any right of material value,
(vi) the Company has not discharged or satisfied or paid any lien or encumbrance or obligation or liability other than current liabilities in the ordinary course of business, and
(vii) no capital expenditures in excess of $10,000 individually or $30,000 in total have been authorized or made; The Company - Income Tax Matters
No Adverse Events. Since the date of the Cirus Financial Statements
(i) there has not been any material adverse change in the financial position or condition of Cirus, its subsidiaries, its liabilities or the Cirus Assets or any damage, loss or other change in circumstances materially affecting Cirus, the Cirus Business or the Cirus Assets or Cirus' right to carry on the Cirus Business, other than changes in the ordinary course of business,
(ii) there has not been any damage, destruction, loss or other event (whether or not covered by insurance) materially and adversely affecting Cirus, its subsidiaries, the Cirus Business or the Cirus Assets,
(iii) there has not been any material increase in the compensation payable or to become payable by Cirus to any of Cirus' officers, employees or agents or any bonus, payment or arrangement made to or with any of them,
(iv) the Cirus Business has been and continues to be carried on in the ordinary course,
(v) Cirus has not waived or surrendered any right of material value,
(vi) Neither Cirus nor its subsidiaries have discharged or satisfied or paid any lien or encumbrance or obligation or liability other than current liabilities in the ordinary course of business, and
(vii) no capital expenditures in excess of $10,000 individually or $30,000 in total have been authorized or made;
No Adverse Events. Since the date of the SKM Financial Statements:
(i) there has not been any material adverse change in the consolidated financial position or condition of SKM, its liabilities or the SKM Assets or any damage, loss or other change in circumstances materially affecting SKM, the SKM Business or the SKM Assets or SKM right to carry on the SKM Business, other than changes in the ordinary course of business,
(ii) there has not been any damage, destruction, loss or other event (whether or not covered by insurance) materially and adversely affecting SKM, the SKM Business or the SKM Assets,
(iii) there has not been any material increase in the compensation payable or to become payable by SKM to the SKM Shareholders or to any of SKM officers, employees or agents or any bonus, payment or arrangement made to or with any of them,
(iv) the SKM Business has been and continues to be carried on in the ordinary course,
(v) SKM has not waived or surrendered any right of material value,
(vi) SKM has not discharged or satisfied or paid any lien or encumbrance or obligation or liability other than current liabilities in the ordinary course of business, and
(vii) no capital expenditures in excess of $10,000 individually or $30,000 in total have been authorized or made;
No Adverse Events. Since the date of the Draft Company Financial ------------------- Statements:
(i) there has not been any material adverse change in the consolidated financial position or condition of the Company or the Sole Proprietor Business, its liabilities or the Company Assets or any damage, loss or other change in circumstances materially affecting the Company, the Business of the Company or the Company Assets or the Company's right to carry on the Business of the Company, other than changes in the ordinary course of business,
(ii) there has not been any damage, destruction, loss or other event (whether or not covered by insurance) materially and adversely affecting the Company, the Business of the Company or the Company Assets,
(iii) there has not been any material increase in the compensation payable or to become payable by the Company to the Company Shareholders or to any of the Company's officers, employees or agents or any bonus, payment or arrangement made to or with any of them,
(iv) the Business of the Company has been and continues to be carried on in the ordinary course,
(v) the Company has not waived or surrendered any right of material value,
(vi) the Company has not discharged or satisfied or paid any lien or encumbrance or obligation or liability other than current liabilities in the ordinary course of business, and
(vii) no capital expenditures in excess of $10,000 individually or $30,000 in total have been authorized or made;
No Adverse Events. Since the date of the Boundless Financial Statements
(i) there has not been any material adverse change in the financial position or condition of Boundless, its subsidiaries, its liabilities or the Boundless Assets or any damage, loss or other change in circumstances materially affecting Boundless, the Boundless Business or the Boundless Assets or Boundless’ right to carry on the Boundless Business, other than changes in the ordinary course of business,
(ii) there has not been any damage, destruction, loss or other event (whether or not covered by insurance) materially and adversely affecting Boundless, its subsidiaries, the Boundless Business or the Boundless Assets,
(iii) there has not been any material increase in the compensation payable or to become payable by Boundless to any of Boundless’ officers, employees or agents or any bonus, payment or arrangement made to or with any of them,
(iv) the Boundless Business has been and continues to be carried on in the ordinary course,
(v) Boundless has not waived or surrendered any right of material value,
(vi) Neither Boundless nor its subsidiaries have discharged or satisfied or paid any lien or encumbrance or obligation or liability other than current liabilities in the ordinary course of business, and
(vii) no capital expenditures in excess of $10,000 individually or $25,000 in total have been authorized or made;
No Adverse Events. Except as set forth on Schedule I of the Target Disclosure Statement, since the date of the Target Financial Statements:
(i) there has not been any material adverse change in the consolidated financial position or condition of the Target, its liabilities or the Target Assets or any damage, loss or other change in circumstances materially affecting the Target, the Target Business or the Target Assets or the Target’s right to carry on the Target Business, other than changes in the ordinary course of business,
(ii) there has not been any damage, destruction, loss or other event (whether or not covered by insurance) materially and adversely affecting the Target, the Target Business or the Target Assets,
(iii) there has not been any material increase in the compensation payable or to become payable by the Target to any of the Target’s officers, employees or agents or any bonus, payment or arrangement made to or with any of them,
(iv) the Target Business has been and continues to be carried on in the ordinary course,
(v) the Target has not waived or surrendered any right of material value,
(vi) the Target has not discharged or satisfied or paid any lien or encumbrance or obligation or liability other than current liabilities in the ordinary course of business, and
(vii) no capital expenditures in excess of $10,000 individually or $50,000 in total have been authorized or made;
No Adverse Events. Since the date of the Kraft Financial Statements:
(i) there has not been any material adverse change in the consolidated financial position or condition of Kraft, its liabilities or the Kraft Assets or any damage, loss or other change in circumstances materially affecting Kraft, the Kraft Business or the Kraft Assets or Kraft's right to carry on the Kraft Business, other than changes in the ordinary course of business,
(ii) there has not been any damage, destruction, loss or other event (whether or not covered by insurance) materially and adversely affecting Kraft, the Kraft Business or the Kraft Assets,
(iii) there has not been any material increase in the compensation payable or to become payable by Kraft to the Kraft Shareholders or to any of Kraft's officers, employees or agents or any bonus, payment or arrangement made to or with any of them,
(iv) the Kraft Business has been and continues to be carried on in the ordinary course,
(v) Kraft has not waived or surrendered any right of material value,
(vi) Kraft has not discharged or satisfied or paid any lien or encumbrance or obligation or liability other than current liabilities in the ordinary course of business, and
(vii) no capital expenditures in excess of $10,000 individually or $30,000 in total have been authorized or made;
