Operations of Seller. Except as expressly contemplated by this Agreement, since December 31, 2013, Seller has not, with respect to the Business:
(a) changed, or agreed to change, in any material manner the character of the Business;
(b) waived, or agreed to waive, any right of material value relating to the Business;
(c) except in the Ordinary Course, changed, or agreed to change, or take any action inconsistent with, any of its business policies or practices, including collecting receivables, paying payables, advertising, marketing, pricing, purchasing, sales, returns, budget or product acquisition policies or practices or any accounting policies or practices pertaining primarily to the Business, including accruals of receivables, accrual of expenses, establishment of reserves or inventory control;
(d) sold (other than products sold in the Ordinary Course), abandoned, licensed, leased (as lessor or lessee), encumbered or caused to be encumbered or made any other disposition of any of its material assets or properties relating to the Business (whether tangible or intangible);
(e) except in the Ordinary Course or in amounts less than $100,000 in the aggregate, incurred or assumed, or agreed to incur or assume, any Liability (whether or not currently due and payable) included in the Assumed Liabilities;
(f) except for equipment or inventory acquired in the Ordinary Course, made any acquisition of all or any part of the assets, properties, capital stock or business of any other Person or made any commitments to do any of the foregoing, in each case in relation to the Business;
(g) entered into any Assigned Contract not in the Ordinary Course;
(h) operated the Business other than in the Ordinary Course, including the collection of vendor rebates and prepayment of expenses;
(i) terminated or agreed to terminate, or failed to renew, or received any written threat (that was not subsequently withdrawn) to terminate or fail to renew, any Contract that is or was material to the assets, properties, operations or condition (financial or otherwise) of the Business;
(j) suffered or incurred any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the assets, properties, operations, condition (financial or otherwise) or prospects of the Business;
(k) violated, breached or defaulted under in any material respect, or take or fail to take any action that would constitute a material violation or breach of, or default under, any Contract to which Seller ...
Operations of Seller. Seller 5.30
Operations of Seller. Since 2000, Seller’s only business has been the ownership of the Shares, the ownership of the capital stock of STC Liquidation Corp. and the ownership of the capital stock of J&L Werkzeuge und Industriebedarf GmbH, and Seller conducts no other business and has no other assets or liabilities.
Operations of Seller. Buyer recognizes that Parent provides certain services and support to Seller, including without limitation, financial reporting services and human resources. Buyer recognizes that such services and support are necessary for the ongoing operation of Seller's activities and operations, and that any assets owned by Parent which are necessary to provide such services and support are not transferred, sold or assigned to Buyer under the terms and provision of this Agreement. Buyer recognizes that, in order to conduct operations in the Area in a manner similar to that conducted by Seller, Buyer must provide the services and support currently being provided by Parent.
Operations of Seller. From September 1, 2018 through the date hereof, Seller has not:
a. Amended, or agreed to amend, its Articles of Incorporation (or similar charter documents) or bylaws; or merged with or into or consolidated with, or agreed to merge with or into or consolidate with, any other person; or changed, or agreed to change, in any manner the character of the Purchased Assets;
b. Waived, or agreed to waive, any right of material value to the Purchased Assets;
c. Materially changed, or agreed to materially change, any of its business policies or practices relating to or affecting the Business, including, without limitation, production, advertising, marketing, pricing, purchasing, accounting, sales, returns, budget or product acquisition policies or practices;
d. Except in the ordinary course of business relating to the Purchased Assets, other than for fair market value, sold, abandoned or made, or agreed to sell, abandon or make, any other disposition of any of its assets or properties; or granted or suffered, or agreed to grant or suffer, any lien or other encumbrance on any of its assets or properties;
e. Except for inventory or equipment acquired in the ordinary course of business relating to the Purchased Assets, made any acquisition of all or any part of the assets, properties, capital stock or business of any other persons or made any commitments to do any of the foregoing relating to the Purchased Assets;
f. Suffered or incurred any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the assets, properties, business, operations or conditions of the Seller relating to the Purchased Assets; or
g. Entered into, or agreed to enter into, any other material contract or other agreement or other material transaction relating to the Purchased Assets.
Operations of Seller. From the date of this Agreement through the Closing Date, Sellers agree that (except as expressly contemplated or permitted by this Agreement) they will conduct the Insurance Business as follows:
Operations of Seller. Except as set forth on Schedule 5.29, from the Financial Statement Date, through the date hereof, Seller has not:
(a) declared or made any distributions of any kind or any other payments to any general or limited partner of Seller;
(b) reduced its cash or short-term investments or their equivalent, other than to meet cash needs arising in the ordinary course of the Business, consistent with past practices;
(c) materially changed the Business or any of its policies, including, without limitation, advertising, marketing, pricing, purchasing, personnel, sales, returns, budget or product acquisition policies;
(d) other than in the ordinary course of the Business and consistent with past practice, made any wage or salary increase or bonus, or increase in any other direct or indirect compensation, for or to any officer, director, employee, partner, consultant or agent of Seller, or any accrual for or commitment or agreement to make or pay the same;
(e) made any payment or commitment to pay any severance or termination pay to any of its officers, partners, leased employees, consultants or agents, other than in the ordinary course of the Business;
(f) except for inventory, raw materials, equipment and tangible personal property acquired in the ordinary course of the Business, made any acquisition of all or any part of the assets, properties, capital stock or business of any other Person; or
(g) made any payments to Xxxxx Brothers Xxxxxxxx & Co. or prepaid any other Indebtedness of Seller.
Operations of Seller. Except as disclosed in Schedule 3.29, since June 30, 2011, neither Seller nor Per-Form has:
3.29.1. amended its articles of incorporation, articles of formation, bylaws or operating agreement, as the case may be, or merged with or into or consolidated with any other Person, subdivided or in any way reclassified any shares of its Capital Stock or changed or agreed to change in any manner the rights of its outstanding Capital Stock or, in any material manner, the character of its business;
3.29.2. issued or sold or purchased any Convertible Securities, or entered into any Contracts to issue or sell or purchase, any shares of its Capital Stock;
3.29.3. entered into or amended any material employment agreement, entered into any agreement with any labor union or association representing any material employee or entered into or amended any Plan;
3.29.4. incurred any indebtedness for borrowed money except nonmaterial items incurred in the Ordinary Course of Business which do not exceed $50,000 individually, or $100,000 in the aggregate, (treating Liabilities arising from any single transaction or a series of similar transactions, and all periodic installments or payments under any Lease or other Contract providing for periodic installments or payments, as a single obligation or liability), or increased, or experienced any change in any assumptions underlying or methods of calculating, any bad debt, contingency or other reserves not in accordance with GAAP or entered into any lease or sublease of real property or exercised any purchase options or rights of first refusal contained in any of the Leases except in the Ordinary Course of Business;
3.29.5. waived any right of material value of its business other than in the ordinary course of its business;
3.29.6. made any change in its accounting methods or practices from those reflected in the 2010 Financial Statements;
3.29.7. except as disclosed in Schedule 3.29.7, made any wage or salary increase or bonus, or increase in any other direct or indirect compensation, for or to its officers, directors, or employees in excess of 10% in the aggregate of any accrual for or commitment or agreement to make or pay the same;
3.29.8. except for loans that have been repaid on or before the Closing, made any loan or advance to any of its officers, directors, shareholders or employees in excess of $1,000 individually or $5,000 in the aggregate, other than travel and xxxxx cash advances made in the Ordinary Course of Business;
3.29...
Operations of Seller. From the Agreement Date through the Effective Date, the Seller Parties agree (except as expressly contemplated or permitted by this Agreement) to cause Seller, to conduct the Business as follows:
Operations of Seller. Since the Balance Sheet Date Seller has not:
(a) incurred any material obligation or liability (contingent or otherwise) except (i) normal trade or business obligations incurred in the ordinary course of business, the performance of which will not, individually or in the aggregate, have an adverse effect on Seller's Business, prospects, financial condition or results of operations, and (ii) obligations under contracts and agreements described in this Agreement or the Schedules hereto, the performance of which will not, individually or in the aggregate, have an adverse effect on Seller's Business, prospects, financial condition or results of operations;
(b) incurred any indebtedness for borrowed money;
(c) sold, assigned, transferred, leased or otherwise disposed of or agreed to sell, assign, transfer, lease or otherwise dispose of, any of its properties or assets, except for a fair consideration in the ordinary course of business;
(d) acquired or leased any material assets or property, except for the purchase of inventory in the ordinary course of business;
(e) paid any bonus or similar payment or made or granted any general wage or salary increase (whether effective before or after Closing) or entered into any employment contract, or adopted any increase in any bonus, incentive compensation, pension, profit sharing or other employee benefit plan or arrangement;
(f) suffered any material casualty loss or damage, whether or not such loss or damage shall have been covered by insurance;
(g) lost any supplier or suppliers, which loss or losses, individually or in the aggregate, has or may have an adverse effect on its results of operations; or
(h) lost any customer or customers, which loss or losses, individually or in the aggregate, has or may have an adverse effect on its results of operations.
