Common use of No Adverse Events Clause in Contracts

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;

Appears in 2 contracts

Samples: Merger Agreement (Gama Computer Corp), Merger Agreement (Gama Computer Corp)

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No Adverse Events. Since the date of the Draft Quarterly Company Financial ------------------- StatementsStatements and except as set forth in Schedule "I-A" hereto: (i) there has not been any material adverse change in the consolidated financial position or condition of the Company or the Sole Proprietor BusinessCompany, 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 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 $10,000 100,000 individually or $30,000 300,000 in total have been authorized or made;; The Company - Income Tax Matters

Appears in 1 contract

Samples: Merger Agreement (Ilink Telecom Inc)

No Adverse Events. Since the date of the Draft Company Renewal Financial ------------------- Statements: (i) there has not been any material adverse change in the consolidated properties, results of operations, financial position or condition of the Company or the Sole Proprietor BusinessRenewal, its liabilities or the Company Renewal Assets or any damage, loss or other change in circumstances materially affecting the CompanyRenewal, the Renewal Business of the Company or the Company Renewal Assets or the Company's Renewal’s right to carry on the Business of the CompanyRenewal 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 CompanyRenewal, the Renewal Business of the Company or the Company Renewal Assets, (iii) there has not been any material increase in the compensation payable or to become payable by the Company Renewal to the Company Renewal Shareholders or to any of the CompanyRenewal's officers, employees or agents or any bonus, payment or arrangement made to or with any of them,them except in the ordinary course, or as required by written agreement; (iv) the Renewal Business of the Company has been and continues to be carried on in the ordinary course, (v) the Company Renewal has not waived or surrendered any right of material value, (vi) the Company Renewal 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 Ten Thousand Dollars ($10,000 10,000) individually or Thirty Thousand Dollars ($30,000 30,000) in total have been authorized or made;

Appears in 1 contract

Samples: Merger Agreement (Tech Laboratories Inc)

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No Adverse Events. Since the date of the Draft Company Purchaser 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 BusinessPurchaser, its liabilities or the Company Purchaser Assets or any damage, loss or other change in circumstances materially affecting the CompanyPurchaser, the Purchaser Business of the Company or the Company Purchaser Assets or the Company's Purchaser’s right to carry on the Business of the CompanyPurchaser 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 CompanyPurchaser, the Purchaser Business of the Company or the Company Purchaser 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 Purchaser to any of the Company's Purchaser’s officers, employees or agents or any bonus, payment or arrangement made to or with any of them, (iv) the Purchaser Business of the Company has been and continues to be carried on in the ordinary course, (v) the Company Purchaser has not waived or surrendered any right of material value, (vi) the Company Purchaser 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 2,000 individually or $30,000 5,000 in total have been authorized or made;

Appears in 1 contract

Samples: Merger Agreement (Greenwood Hall, Inc.)

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