Common use of No Changes Since Balance Sheet Date Clause in Contracts

No Changes Since Balance Sheet Date. (a) Except as set forth on Schedule 2.29, since the Balance Sheet Date, the Company has not (i) incurred any liability or obligation of any nature (whether accrued, absolute, contingent, known or unknown or otherwise) except in the ordinary course of business or in an amount less than $25,000 in the aggregate (ii) permitted any of its assets to be subjected to any Encumbrance (other than Permitted Encumbrances), (iii) sold, transferred or otherwise disposed of any assets except in the ordinary course of business or for an amount less than $25,000 in the aggregate, (iv) made any capital expenditure or commitment therefor except in the ordinary course of business or in an amount less than $25,000 in the aggregate, (v) declared or paid any dividend or made any other distribution, or redeemed, purchased or otherwise acquired any its securities or Stock Acquisition Rights therefor, (vi) made any bonus or profit sharing distribution or payment of any kind, (vii) increased its indebtedness for borrowed money, except current borrowings from banks in the ordinary course of business or in an amount less than $25,000 in the aggregate, or made any loan to any Person; (viii) written off as uncollectible any notes or accounts receivable except write-offs in the ordinary course of business charged to applicable reserves, none of which individually or in the aggregate exceeds $25,000, (ix) granted any increase in the rate of wages, salaries, bonuses or other remuneration of any executive employee or other employees, (x) cancelled or waived any claims or rights, (xi) made any change in any method of accounting or auditing practice, (xii) otherwise conducted its business or entered into any transaction, except in the usual and ordinary manner and in the ordinary course of business, or (xiii) agreed, whether or not in writing, to do any of the foregoing. (b) As of the date hereof, the aggregate amount outstanding under the Bank Loan is $200,000 in principal amount plus accrued interest at non-default rates.

Appears in 1 contract

Samples: Merger Agreement (Cree Inc)

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No Changes Since Balance Sheet Date. (a) Except as set forth on Schedule 2.29, since Since the Balance Sheet Date, the Company has not on a consolidated basis: (ia) incurred any liability or obligation of any nature (whether accrued, absolute, contingent, known or unknown contingent or otherwise) ), except liabilities and obligations in the ordinary course of business or and consistent with past practice and which have resulted in an amount less increase of liabilities since the date of the Balance Sheet of not more than $25,000 10,000 in the aggregate aggregate; (iib) permitted any of its assets to be subjected to any Encumbrance mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind (other than Permitted EncumbrancesLiens), ; (iiic) sold, transferred or otherwise disposed of any assets except inventory sold in the ordinary course of business or for an amount less than $25,000 in the aggregate, and consistent with past practice; (ivd) made any single capital expenditure or commitment therefor, in excess of $100,000 or made aggregate capital expenditures and commitments therefor except in the ordinary course excess of business or in an amount less than $25,000 in the aggregate, 300,000; (ve) declared or paid any dividend or made any other distributiondistribution on any shares of its capital stock, or redeemed, purchased or otherwise acquired any shares of its securities capital stock or Stock Acquisition Rights thereforany option, warrant or other right to purchase or acquire any such shares; (vif) made any bonus or profit sharing distribution or payment of any kind, ; (viig) increased its indebtedness for borrowed money, except current borrowings from banks in the ordinary course of business or in an amount less than $25,000 in the aggregate, or made any loan to any Person; ; (viiih) written off as uncollectible any notes or accounts receivable receivable, except immaterial write-downs or write-offs in the ordinary course of business and consistent with past practice which do not exceed $100,000 in the aggregate charged to applicable reserves, and none of which individually or in the aggregate exceeds $25,000, is material to the Company; (ixi) granted any increase in the rate of wages, salaries, bonuses or other remuneration or benefits of any executive employee or other employeesemployees or consultants, and no such increase is customary on a periodic basis or required by agreement or understanding; (xj) cancelled canceled or waived any claims or rights, rights of substantial value; (xik) made any change in any method of accounting or auditing practice, ; (xiil) otherwise conducted its business or entered into any transaction, except in the usual and ordinary manner and in the ordinary course of businessbusiness and consistent with past practices; (m) paid, discharged or satisfied any claims, liabilities or obligations (absolute, accrued, contingent or otherwise) other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities and obligations reflected and reserved against in the Company's Financial Statements or incurred in the ordinary course of business and consistent with past practice since the Balance Sheet Date; (n) paid, loaned or advanced any amount to, or sold, transferred or leased any properties or assets (xiiireal, personal or mixed, tangible or intangible to, or entered into any agreement or arrangement of any kind with, any of its officers, directors or shareholders or any affiliate or associate of its officers, directors or shareholders, except compensation to officers at rates not exceeding the rate of compensation in effect as of the Balance Sheet Date; (o) suffered any material adverse changes in its working capital, financial condition, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business operations or prospects; or (p) agreed, whether or not in writing, to do any of the foregoing. (b) As of the date hereof, the aggregate amount outstanding under the Bank Loan is $200,000 in principal amount plus accrued interest at non-default rates.

Appears in 1 contract

Samples: Securities Exchange Agreement (Glengarry Holdings LTD)

No Changes Since Balance Sheet Date. (a) Except as set forth on Schedule 2.29stated otherwise in this Agreement or the Schedules and Exhibits hereto, since the Balance Sheet Date, the Company has not on a consolidated basis: (ia) incurred any liability or obligation of any nature (whether accrued, absolute, contingent, known or unknown contingent or otherwise) ), except liabilities and obligations in the ordinary course of business or and consistent with past practice and which have resulted in an amount less increase of liabilities since the date of the Balance Sheet of not more than $25,000 5,000 in the aggregate aggregate; (iib) permitted any of its assets to be subjected to any Encumbrance mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind (other than Permitted EncumbrancesLiens), ; (iiic) sold, transferred or otherwise disposed of any assets except inventory sold in the ordinary course of business or for an amount less than $25,000 in the aggregate, and consistent with past practice; (ivd) made any single capital expenditure or commitment therefor, in excess of $1,000 or made aggregate capital expenditures and commitments therefor except in the ordinary course excess of business or in an amount less than $25,000 in the aggregate, 5,000; (ve) declared or paid any dividend or made any other distributiondistribution on any shares of its capital stock, or redeemed, purchased or otherwise acquired any shares of its securities capital stock or Stock Acquisition Rights thereforany option, warrant or other right to purchase or acquire any such shares; (vif) made any bonus or profit sharing distribution or payment of any kind, ; (viig) increased its indebtedness for borrowed money, except current borrowings from banks in the ordinary course of business or in an amount less than $25,000 in the aggregate, or made any loan to any Person; ; (viiih) written off as uncollectible any notes or accounts receivable receivable, except immaterial write-downs or write-offs in the ordinary course of business and consistent with past practice which do not exceed $10,000 in the aggregate charged to applicable reserves, and none of which individually or in the aggregate exceeds $25,000, is material to the Company; (ixi) granted any increase in the rate of wages, salaries, bonuses or other remuneration or benefits of any executive employee or other employeesemployees or consultants, and no such increase is customary on a periodic basis or required by agreement or understanding; (xj) cancelled canceled or waived any claims or rights, rights of substantial value; (xik) made any change in any method of accounting or auditing practice, ; (xiil) otherwise conducted its business or entered into any transaction, except in the usual and ordinary manner and in the ordinary course of businessbusiness and consistent with past practices; (m) paid, discharged or satisfied any claims, liabilities or obligations (absolute, accrued, contingent or otherwise) other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities and obligations reflected and reserved against in the Company's Financial Statements or incurred in the ordinary course of business and consistent with past practice since the Balance Sheet Date; (n) paid, loaned or advanced any amount to, or sold, transferred or leased any properties or assets (xiiireal, personal or mixed, tangible or intangible to, or entered into any agreement or arrangement of any kind with, any of its officers, directors or shareholders or any affiliate or associate of its officers, directors or shareholders, except compensation to officers at rates not exceeding the rate of compensation in effect as of the Balance Sheet Date; (o) suffered any material adverse changes in its working capital, financial condition, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business operations or prospects; or (p) agreed, whether or not in writing, to do any of the foregoing. (b) As of the date hereof, the aggregate amount outstanding under the Bank Loan is $200,000 in principal amount plus accrued interest at non-default rates.

Appears in 1 contract

Samples: Securities Exchange Agreement (Used Kar Parts Inc)

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No Changes Since Balance Sheet Date. (a) Except as set forth on Schedule 2.29, since Since the Balance Sheet Date, the Company has not on a consolidated basis: (ia) incurred any liability or obligation of any nature (whether accrued, absolute, contingent, known or unknown contingent or otherwise) ), except liabilities and obligations in the ordinary course of business or and consistent with past practice and which have resulted in an amount less increase of liabilities since the date of the Balance Sheet of not more than $25,000 50,000 in the aggregate aggregate; (iib) permitted any of its assets to be subjected to any Encumbrance mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind (other than Permitted EncumbrancesLiens), ; (iiic) sold, transferred or otherwise disposed of any assets except inventory sold in the ordinary course of business or for an amount less than $25,000 in the aggregate, and consistent with past practice; (ivd) made any single capital expenditure or commitment therefor, in excess of $10,000 or made aggregate capital expenditures and commitments therefor except in the ordinary course excess of business or in an amount less than $25,000 in the aggregate, 30,000; (ve) declared or paid any dividend or made any other distributiondistribution on any shares of its capital stock, or redeemed, purchased or otherwise acquired any shares of its securities capital stock or Stock Acquisition Rights thereforany option, warrant or other right to purchase or acquire any such shares; (vif) made any bonus or profit sharing distribution or payment of any kind, ; (viig) increased its indebtedness for borrowed money, except current borrowings from banks in the ordinary course of business or in an amount less than $25,000 in the aggregate, or made any loan to any Person; ; (viiih) written off as uncollectible any notes or accounts receivable receivable, except immaterial write-downs or write-offs in the ordinary course of business and consistent with past practice which do not exceed $10,000 in the aggregate charged to applicable reserves, and none of which individually or in the aggregate exceeds $25,000, is material to the Company; (ixi) granted any increase in the rate of wages, salaries, bonuses or other remuneration or benefits of any executive employee or other employeesemployees or consultants, and no such increase is customary on a periodic basis or required by agreement or understanding; (xj) cancelled canceled or waived any claims or rights, rights of substantial value; (xik) made any change in any method of accounting or auditing practice, ; (xiil) otherwise conducted its business or entered into any transaction, except in the usual and ordinary manner and in the ordinary course of businessbusiness and consistent with past practices; (m) paid, discharged or satisfied any claims, liabilities or obligations (absolute, accrued, contingent or otherwise) other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities and obligations reflected and reserved against in the Company's Financial Statements or incurred in the ordinary course of business and consistent with past practice since the Balance Sheet Date; (n) paid, loaned or advanced any amount to, or sold, transferred or leased any properties or assets (xiiireal, personal or mixed, tangible or intangible to, or entered into any agreement or arrangement of any kind with, any of its officers, directors or shareholders or any affiliate or associate of its officers, directors or shareholders, except compensation to officers at rates not exceeding the rate of compensation in effect as of the Balance Sheet Date; (o) suffered any material adverse changes in its working capital, financial condition, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business operations or prospects; or (p) agreed, whether or not in writing, to do any of the foregoing. (b) As of the date hereof, the aggregate amount outstanding under the Bank Loan is $200,000 in principal amount plus accrued interest at non-default rates.

Appears in 1 contract

Samples: Securities Exchange Agreement (Global Itechnology Inc)

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