Common use of No Adverse Events Clause in Contracts

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.

Appears in 4 contracts

Samples: Share Purchase Agreement (American United Global Inc), Share Purchase Agreement (American United Global Inc), Share Purchase Agreement (American United Global Inc)

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No Adverse Events. Since the date of the AUGI Paragon Financial Statements (i) there has not been any material adverse change in the consolidated financial position or condition of AUGIParagon, its subsidiaries, its liabilities or the AUGI Paragon Assets or any damage, loss or other change in circumstances materially affecting AUGIParagon, the AUGI Paragon Business or the AUGI Paragon Assets or AUGIParagon' right to carry on the AUGI Paragon 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 AUGIParagon, its subsidiaries, the AUGI Paragon Business or the AUGI Paragon Assets, (iii) there has not been any material increase in the compensation payable or to become payable by AUGI Paragon to any of AUGIParagon' officers, employees or agents or any bonus, payment or arrangement made to or with any of them, (iv) the AUGI Paragon Business has been and continues to be carried on in the ordinary course, (v) AUGI Paragon has not waived or surrendered any right of material value, (vi) neither AUGI Paragon 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.

Appears in 1 contract

Samples: Share Exchange Agreement (NewMarket Technology Inc)

No Adverse Events. Since the date of the AUGI Piper Financial Statements (i) there has not been any material adverse change in the consolidated financial position or condition of AUGIPiper, its subsidiaries, its liabilities or the AUGI Piper Assets or any damage, loss or other change in circumstances materially affecting AUGIPiper, the AUGI Piper Business or the AUGI Piper Assets or AUGI' Piper’ right to carry on the AUGI Piper 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 AUGIPiper, its subsidiaries, the AUGI Piper Business or the AUGI Piper Assets, (iii) there has not been any material increase in the compensation payable or to become payable by AUGI Piper to any of AUGI' Piper’ officers, employees or agents or any bonus, payment or arrangement made to or with any of them, (iv) the AUGI Piper Business has been and continues to be carried on in the ordinary course, (v) AUGI Piper has not waived or surrendered any right of material value, (vi) neither AUGI Piper 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.

Appears in 1 contract

Samples: Share Exchange Agreement (SKM Media Corp.)

No Adverse Events. Since the date of the AUGI Financial StatementsDecember 7, 2012 (i) there has not been any material adverse change in the consolidated financial position or condition of AUGI, its subsidiariesAIFC, its liabilities or the AUGI AIFC Assets (as defined below) or any damage, loss or other change in circumstances materially affecting AUGIAIFC, the AUGI AIFC Business or the AUGI AIFC Assets or AUGI' AIFC’s right to carry on the AUGI AIFC 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 subsidiariesAIFC, the AUGI AIFC Business or the AUGI its Assets, (iii) there has not been any material increase in the compensation payable or to become payable by AUGI AIFC to the AIFC Shareholders or to any of AUGI' AIFC's officers, employees or agents or any bonus, payment or arrangement made to or with any of them, (iv) the AUGI AIFC Business has been and continues to be carried on in the ordinary course, (v) AUGI AIFC has not waived or surrendered any right of material value, (vi) neither AUGI nor its subsidiaries have AIFC 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 Five Thousand Dollars ($10,000 5,000) individually or Ten Thousand Dollars ($30,000 10,000) in total have been authorized or made.

Appears in 1 contract

Samples: Share Exchange Agreement (Kalex Corp)

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No Adverse Events. Since the date of the AUGI CTT Financial Statements (i) there has not been any material adverse change in the consolidated financial position or condition of AUGICTT, its subsidiaries, its liabilities or the AUGI CTT Assets or any damage, loss or other change in circumstances materially affecting AUGICTT, the AUGI CTT Business or the AUGI CTT Assets or AUGI' CTT’ right to carry on the AUGI CTT 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 AUGICTT, its subsidiaries, the AUGI CTT Business or the AUGI CTT Assets, (iii) there has not been any material increase in the compensation payable or to become payable by AUGI CTT to any of AUGI' CTT’ officers, employees or agents or any bonus, payment or arrangement made to or with any of them, (iv) the AUGI CTT Business has been and continues to be carried on in the ordinary course, (v) AUGI CTT has not waived or surrendered any right of material value, (vi) neither AUGI Neither CTT 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.

Appears in 1 contract

Samples: Merger Agreement (CTT International Distributors Inc.)

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