No Changes Since Financial Statement Date. Since the Financial Statement date, USAVE has not on a consolidated basis: (a) incurred any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except liabilities and obligations in the ordinary course of business and consistent with past practice, resulting in an increase for the liabilities shown on the Financial Statement of more than $200,000 in the aggregate; (b) permitted any of its assets to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind (other than Permitted Liens); (c) sold, transferred or otherwise disposed of any assets except inventory sold in the ordinary course of business and consistent with past practice; (d) made any single capital expenditure or commitment therefor, in excess of $200,000 or made aggregate capital expenditures and commitments therefor in excess of $500,000; (e) declared or paid any dividend or made any distribution on any shares of its capital stock, or redeemed, purchased or otherwise acquired any shares of its capital stock or any option, warrant or other right to purchase or acquire any such shares; (f) made any bonus or profit sharing distribution or payment of any kind; (g) increased its indebtedness for borrowed money, or made any loan to any Person; (h) written off as uncollectible any notes or accounts receivable, except immaterial write-downs or write-offs in the ordinary course of business and consistent with past practice which do not exceed $250,000 in the aggregate charged to applicable reserves, and none of which individually or in the aggregate is material to USAVE on a consolidated basis; (i) granted any increase in the rate of wages, salaries, bonuses or other remuneration or benefits of any executive employee or other employees or consultants, and no such increase is customary on a periodic basis or required by agreement or understanding except as set forth on Schedules 4.16 and 4.20; (j) canceled or waived any claims or rights of substantial value; (k) made any change in any method of accounting or auditing practice; (l) otherwise conducted its business or entered into any transaction, except in the usual and ordinary manner and in the ordinary course of business 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 USAVE ’s Financial Statements or incurred in the ordinary course of business and consistent with past practice since the Financial Statement date; (n) paid, loaned or advanced any amount to, or sold, transferred or leased any properties or assets (real, 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 Financial Statement 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.
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Samples: Securities Exchange Agreement (Beta Music Group, Inc.), Securities Exchange Agreement (Beta Music Group, Inc.), Securities Exchange Agreement (Beta Music Group, Inc.)
No Changes Since Financial Statement Date. Since the Financial Statement date, USAVE of October 18, 2001, for the years ended December 31, 2000 and 1999, Integra has not on a consolidated basisnot:
(a) incurred any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except liabilities and obligations in the ordinary course of business and consistent with past practice, resulting in an increase for the liabilities shown on the Financial Statement of more than $200,000 in the aggregate;
(b) permitted any of its assets to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind (other than Permitted Liens);
(c) sold, transferred or otherwise disposed of any assets except inventory sold in the ordinary course of business business and consistent with past practice;
(d) made any single capital expenditure or commitment therefortherefore, in excess of $200,000 or made aggregate capital expenditures and commitments therefor therefore in excess of $500,000;
(e) except as set forth on Schedule 4.20(e), declared or paid any dividend or made any distribution on any shares of its capital stock, or redeemed, purchased or otherwise acquired any shares of its capital stock or any option, warrant or other right to purchase or acquire any such shares;
(f) except as set forth on Schedule 4.20(f), made any bonus or profit sharing distribution or payment payment of any kind;
(g) increased its indebtedness for borrowed money, or made any loan to any Person;
(h) written off as uncollectible any notes or accounts receivable, except immaterial write-downs or write-offs in the ordinary course of business and consistent with past practice which do not exceed $250,000 in the aggregate charged to applicable reserves, and none of which individually or in the aggregate is material to USAVE on a consolidated basisIntegra;
(i) granted any increase in the rate of wages, salaries, bonuses or other remuneration or benefits of any executive employee or other employees or consultants, and no such increase is customary on a periodic basis or required by agreement or understanding except as set forth on Schedules 4.16 and 4.20;
(j) canceled or waived any claims or rights of substantial value;
(k) made any change in any method of accounting or auditing practice;
(l) otherwise conducted its business or entered into any transaction, except in the usual and ordinary manner and in the ordinary course of business 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 USAVE ’s Integra's Financial Statements or incurred in the ordinary course of business and consistent with past practice since the Financial Statement date;
(n) paid, loaned or advanced any amount to, or sold, transferred or leased any properties or assets (real, 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 Financial Statement 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.
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No Changes Since Financial Statement Date. Since To the best knowledge of the Principal Shareholders after due inquiry since the Financial Statement date, USAVE the Mxxx Jxxx Group has not on a consolidated basis:
(a) incurred any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except liabilities and obligations in the ordinary course of business and consistent with past practice, resulting in an increase for the liabilities shown on the Financial Statement of more than $200,000 50,000 in the aggregate;
(b) permitted any of its assets to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind (other than Permitted Liens);
(c) sold, transferred or otherwise disposed of any assets except inventory sold in the ordinary course of business business and consistent with past practice;
(d) made any single capital expenditure or commitment therefor, in excess of $200,000 50,000 or made aggregate capital expenditures and commitments therefor in excess of $500,000100,000;
(e) except as set forth on Schedule 3.20(e), declared or paid any dividend or made any distribution on any shares of its capital stock, or redeemed, purchased or otherwise acquired any shares of its capital stock or any option, warrant or other right to purchase or acquire any such shares;
(f) except as set forth on Schedule 3.20(f), made any bonus or profit sharing distribution or payment payment of any kind;
(g) increased its indebtedness for borrowed money, or made any loan to any Person;
(h) written off as uncollectible any notes or accounts receivable, except immaterial write-downs or write-offs in the ordinary course of business and consistent with past practice which do not exceed $250,000 25,000 in the aggregate charged to applicable reserves, and none of which individually or in the aggregate is material to USAVE the Mxxx Jxxx Group on a consolidated basis;
(i) granted any increase in the rate of wages, salaries, bonuses or other remuneration or benefits of any executive employee or other employees or consultants, and no such increase is customary on a periodic basis or required by agreement or understanding except as set forth on Schedules 4.16 and 4.20Schedule 3.20;
(j) canceled or waived any claims or rights of substantial value;
(k) made any change in any method of accounting or auditing practice;
(l) otherwise conducted its business or entered into any transaction, except in the usual and ordinary manner and in the ordinary course of business 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 USAVE the Mxxx Jxxx Group’s Financial Statements or incurred in the ordinary course of business and consistent with past practice since the Financial Statement date;
(n) paid, loaned or advanced any amount to, or sold, transferred or leased any properties or assets (real, 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 Financial Statement 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.
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No Changes Since Financial Statement Date. Since the Financial Statement date, USAVE VIEWPON has not on a consolidated basis:
(a) incurred any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except liabilities and obligations in the ordinary course of business and consistent with past practice, resulting in an increase for the liabilities shown on the Financial Statement of more than $200,000 in the aggregate;
(b) permitted any of its assets to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind (other than Permitted Liens);
(c) sold, transferred or otherwise disposed of any assets except inventory sold in the ordinary course of business and consistent with past practice;
(d) made any single capital expenditure or commitment therefor, in excess of $200,000 5,000 or made aggregate capital expenditures and commitments therefor in excess of $500,00015,000;
(e) declared or paid any dividend or made any distribution on any shares of its capital stock, or redeemed, purchased or otherwise acquired any shares of its capital stock or any option, warrant or other right to purchase or acquire any such shares;
(f) made any bonus or profit sharing distribution or payment of any kind;
(g) increased its indebtedness for borrowed money, or made any loan to any Person;
(h) written off as uncollectible any notes or accounts receivable, except immaterial write-downs or write-offs in the ordinary course of business and consistent with past practice which do not exceed $250,000 10,000 in the aggregate charged to applicable reserves, and none of which individually or in the aggregate is material to USAVE VIEWPON on a consolidated basis;
(i) granted any increase in the rate of wages, salaries, bonuses or other remuneration or benefits of any executive employee or other employees or consultants, and no such increase is customary on a periodic basis or required by agreement or understanding except as set forth on Schedules 4.16 and 4.20understanding;
(j) canceled or waived any claims or rights of substantial value;
(k) made any change in any method of accounting or auditing practice;
(l) otherwise conducted its business or entered into any transaction, except in the usual and ordinary manner and in the ordinary course of business 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 USAVE VIEWPON ’s Financial Statements or incurred in the ordinary course of business and consistent with past practice since the Financial Statement date;
(n) paid, loaned or advanced any amount to, or sold, transferred or leased any properties or assets (real, 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 Financial Statement 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.
Appears in 1 contract
Samples: Securities Exchange Agreement (Beta Music Group, Inc.)
No Changes Since Financial Statement Date. Since To the best knowledge of the Principal Shareholders after due inquiry since the Financial Statement date, USAVE Bong has not on a consolidated basis:
(a) incurred any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except liabilities and obligations in the ordinary course of business and consistent with past practice, resulting in an increase for the liabilities shown on the Financial Statement of more than $200,000 in the aggregate;
(b) permitted any of its assets to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind (other than Permitted Liens);
(c) sold, transferred or otherwise disposed of any assets except inventory sold in the ordinary course of business and consistent with past practice;
(d) made any single capital expenditure or commitment therefor, in excess of $200,000 or made aggregate capital expenditures and commitments therefor in excess of $500,000;
(e) except as set forth on Schedule 4.17(e), declared or paid any dividend or made any distribution on any shares of its capital stock, or redeemed, purchased or otherwise acquired any shares of its capital stock or any option, warrant or other right to purchase or acquire any such shares;
(f) except as set forth on Schedule 4.17(f), made any bonus or profit sharing distribution or payment of any kind;
(g) increased its indebtedness for borrowed money, or made any loan to any Person;
(h) written off as uncollectible any notes or accounts receivable, except immaterial write-downs or write-offs in the ordinary course of business and consistent with past practice which do not exceed $250,000 in the aggregate charged to applicable reserves, and none of which individually or in the aggregate is material to USAVE Bong on a consolidated basis;
(i) granted any increase in the rate of wages, salaries, bonuses or other remuneration or benefits of any executive employee or other employees or consultants, and no such increase is customary on a periodic basis or required by agreement or understanding except as set forth on Schedules 4.16 and 4.20Schedule 4.17;
(j) canceled or waived any claims or rights of substantial value;
(k) made any change in any method of accounting or auditing practice;
(l) otherwise conducted its business or entered into any transaction, except in the usual and ordinary manner and in the ordinary course of business 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 USAVE Bong’s Financial Statements or incurred in the ordinary course of business and consistent with past practice since the Financial Statement date;
(n) paid, loaned or advanced any amount to, or sold, transferred or leased any properties or assets (real, 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 Financial Statement 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.
Appears in 1 contract
Samples: Securities Exchange Agreement (Millennium Prime, Inc.)