No Unusual Transactions. Except as otherwise disclosed on Schedule 3 hereto, all Accounts have been originated by the Grantors and all Inventory has been acquired by the Grantors in the ordinary course of business from a person in the business of selling goods of that kind.
No Unusual Transactions. Except (i) as set forth on Schedule 4.33 of the Disclosure Schedules, (ii) in connection with the Contemplated Transactions or (iii) as set forth in this Agreement (including the Disclosure Schedules), since December 31, 2006, NSS has conducted its business in the ordinary course and in a manner consistent with past practice and, without limiting the generality of the foregoing, NSS has not:
(a) incurred or discharged any secured or material unsecured liability or obligation (whether accrued, absolute or contingent) other than (i) liabilities and obligations disclosed in the Interim Financial Statements or the Estimated Closing Balance Sheet and liabilities and obligations incurred since December 31, 2006, or (ii) those liabilities arising in the ordinary course of business consistent with past practice under any contract, lease, commitment or agreement disclosed in the Disclosure Schedules to this Agreement or not required to be disclosed therein because of the term or amount involved;
(b) waived or cancelled any claim, account receivable or trade account involving amounts in excess of $100,000;
(c) made any capital expenditures in excess of $100,000;
(d) sold or otherwise disposed of or lost any material asset or used any of its material assets other than, in each case, for proper corporate purposes and in the ordinary course of business and in a manner consistent with past practices;
(e) entered into any transaction, contract, agreement, indenture, instrument or commitment involving amounts in excess of $100,000 in the aggregate other than in the ordinary course of business and in a manner consistent with past practices or in connection with the Contemplated Transactions;
(f) suffered any extraordinary losses whether or not covered by insurance;
(g) modified its charter, bylaws or capital structure;
(h) made (i) (A) any increase in the rate or change in the form of compensation or remuneration payable to or to become payable to any of its directors or officers, or (B) any increase in the rate or change in the form of compensation or remuneration payable to or to become payable to any of its employees, other than such increases or changes in the ordinary course of business and consistent with past practices, or (ii) any bonus or other incentive payments or arrangements with any of its directors, officers or employees;
(i) reserved, declared, made or paid any dividend or redeemed, retired, repurchased, purchased, or otherwise acquired any of its Capital S...
No Unusual Transactions. Except as expressly contemplated by this Agreement, or as set forth in Schedule 3.35 of the Disclosure Schedules, since December 31, 2005, each of the Companies has conducted its business in the ordinary course and in a manner consistent with past practice and, without limiting the generality of the foregoing, neither of the Companies has:
(a) incurred or discharged any secured or any unsecured liability or obligation (whether accrued, absolute or contingent) other than liabilities and obligations disclosed in the December 2005 Balance Sheet or the Estimated Closing Balance Sheet and liabilities and obligations incurred since December 31, 2005 in the ordinary course of business and in a manner consistent with past practices;
(b) waived or cancelled any claim, account receivable or trade account involving amounts in excess of $25,000 in the aggregate;
(c) made any capital expenditures in excess of $25,000 in the aggregate;
(d) sold or otherwise disposed of or lost any capital asset or used any of its assets other than, in each case, for proper corporate purposes and in the ordinary course of business and in a manner consistent with past practices;
(e) issued any options to purchase any shares of its Equity Interests, or sold or otherwise disposed of any shares of its Equity Interests or any warrants, rights, bonds, debentures, notes or other security;
(f) entered into any transaction, contract, agreement, indenture, instrument or commitment involving amounts in excess of $25,000 in the aggregate other than in the ordinary course of business and in a manner consistent with past practices or in connection with the Contemplated Transactions;
(g) suffered any extraordinary losses whether or not covered by insurance;
(h) modified its charter, bylaws or capital structure;
(i) redeemed, retired, repurchased, purchased, or otherwise acquired its Equity Interests, options to purchase such stock, or any of its other corporate securities;
(j) suffered any material shortage or any material cessation or interruption of inventory shipments, supplies or ordinary services;
(k) entered into an employment agreement or made (i) (A) any increase in the rate or change in the form of compensation or remuneration payable to or to become payable to any of its directors or officers, or (B) any increase in the rate or change in the form of compensation or remuneration payable to or to become payable to any of its employees, licensors, licensees, franchisors, franchisees, distributor...
No Unusual Transactions. Except for those purchases, acquisitions, and other transactions as set forth in Schedule A or Schedule B attached hereto, all of the Collateral has been originated by the Company in the ordinary course of the Company’s business or consists of goods which have been acquired by the Company in the ordinary course from a person in the business of selling goods of that kind.
No Unusual Transactions. The Corporation shall not, without the prior written consent of the Purchaser, enter into any transaction or refrain from doing any action that, if effected before the date of this Agreement, would constitute a breach of any representation, warranty, covenant or other obligation of the Corporation or the Vendors contained herein;
No Unusual Transactions. Except for anything contained in this agreement, since the date of its incorporation, Ecolutions, Inc. has conducted the Business and its affairs in the ordinary course and, without limiting the generality of the foregoing, has not:
i. incurred or discharged any secured or unsecured liability or obligation (whether accrued, absolute or contingent) other than in the ordinary course of business;
ii. waived or cancelled any claim, account receivable, trade account or material right or made any gift;
iii. made any capital expenditure not in the ordinary course of business;
iv. issued or sold any shares of its capital stock or any warrants, rights, bonds, debentures, notes or other corporate security;
v. entered into any transaction, contract, agreement, indenture, instrument or commitment other than in the ordinary course of business;
vi. suffered any extraordinary losses whether or not covered by insurance;
vii. modified its constating instruments or capital structure;
viii. reserved, declared or paid any dividend or redeemed, retired, repurchased or purchased or otherwise acquired shares of its capital stock or any other corporate security;
ix. removed any of its directors and auditors or terminated any of its officers;
x. terminated, cancelled, amended, modified, altered or varied any Material Contract;
xi. made any change in its accounting principles and practices;
xii. changed the Business or the manner in which it conducts the Business;
xiii. failed promptly (a) to comply with any laws, (b) to duly and punctually file all reports and returns required to be filed by any laws or benefit plans, and (c) to pay or provide for the payment of all taxes due and payable;
xiv. made any loan or advance, or assumed, guaranteed, endorsed or otherwise became liable with respect to the liabilities or obligations of any Person;
xv. purchased or otherwise acquired any corporate security or proprietary interest in any Person;
xvi. granted to any customer any special allowance or discount, or changed its pricing, credit or payment policies;
xvii. incurred any indebtedness other than in the ordinary course of business;
xviii. amended, modified, varied, altered or otherwise changed any benefit plans;
xix. taken any action outside the ordinary course of business;
xx. purchased, sold, leased or otherwise disposed of any of its assets;
xxi. failed to duly and punctually perform all of its contractual obligations in accordance with the terms thereof;
xxii. modified or changed it...
No Unusual Transactions. All Accounts have been originated by the Grantors and all Inventory has been acquired by the Grantors in the ordinary course of business.
No Unusual Transactions. All of the Collateral has been originated by each Grantor in the ordinary course of such Grantor’s business or consists of assets which have been acquired by such Grantor in the ordinary course from a person in the business of selling assets of that kind.
No Unusual Transactions. Except for anything contained in this agreement and the Schedules annexed hereto, since the date of its Financial Statements, IBA Green has conducted the Business and its affairs in the ordinary course and, without limiting the generality of the foregoing, has not:
i. incurred or discharged any secured or unsecured liability or obligation (whether accrued, absolute or contingent) other than liabilities and obligations disclosed in its Financial Statements and liabilities and obligations incurred since the date of the Financial Statements, in the ordinary course of business;
ii. waived or cancelled any claim, account receivable, trade account or material right or made any gift;
iii. made any capital expenditure not in the ordinary course of business;
iv. issued or sold any shares of its capital stock or any warrants, rights, bonds, debentures, notes or other corporate security;
v. entered into any transaction, contract, agreement, indenture, instrument or commitment other than in the ordinary course of business;
vi. suffered any extraordinary losses whether or not covered by insurance;
vii. modified its constating instruments or capital structure;
viii. reserved, declared or paid any dividend or redeemed, retired, repurchased or purchased or otherwise acquired shares of its capital stock or any other corporate security;
ix. suffered any material shortage, cessation or interruption of Inventory shipments, supplies or ordinary services; x. made (a) any change in the rate or form of compensation or remuneration payable to or to become payable to any of its shareholders, directors, officers, employees, licensors, licensees, franchisors, franchisees, distributors, agents, or suppliers, or (b) any bonus or other incentive payments or arrangements with any of its shareholders, directors, officers, employees, licensors, licensees, franchisors, franchisees, distributors, agents, suppliers or customers;
xi. removed any of its directors and auditors or terminated any of its officers;
xii. terminated, cancelled, amended, modified, altered or varied any Material Contract;
xiii. made any change in its accounting principles and practices as utilized in the preparation of the Financial Statements;
xiv. changed the Business or the manner in which it conducts the Business;
xv. failed promptly (a) to comply with any laws, (b) to duly and punctually file all reports and returns required to be filed by any laws or benefit plans, and (c) to pay or provide for the payment of all ...
No Unusual Transactions. Except as set forth in Schedule 4, all Accounts have been originated by the Company and all Equipment has been acquired by the Company in the ordinary course of its business. The undersigned hereby acknowledges and agrees that the Bank is relying on the representations and warranties made herein in connection with a loan transaction or transactions to be entered into between the undersigned and the Bank.
