Operations Since Balance Sheet Date. (a) Since the Balance Sheet Date, except as described on Schedule 5.5(A), there has been:
(i) no Material Adverse Effect; and
(ii) no damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking adversely affecting any of the Purchased Assets or the Business.
(b) Since the Balance Sheet Date, except as described on Schedule 5.5(B), the Seller Parties have conducted the Business only in the ordinary course and in conformity in all material respects with past practice. Without limiting the generality of the foregoing, since the Balance Sheet Date, the Seller Parties have not, in respect of the Business:
(i) sold, leased (as lessor), transferred or otherwise disposed of (including any transfers by Seller to any of its Affiliates), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance on, any of the assets reflected on the Balance Sheet or any assets acquired by Seller after the Balance Sheet Date, except for inventory and minor amounts of personal property sold or otherwise disposed of for fair value in the ordinary course of the Business consistent with past practice and except for Permitted Encumbrances;
(ii) cancelled any material debts owed to or claims held by any Seller Party (including the settlement of any claims or litigation) other than in the ordinary course of the Business consistent with past practice;
(iii) materially accelerated or delayed collection of notes or accounts receivable generated by the Business in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practice;
(iv) materially delayed or accelerated payment of any account payable or other liability of the Business beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice;
(v) instituted any material change in compensation or benefits with respect to any Business Employee; or
(vi) made any change in the accounting principles and practices used by the Seller Parties from those applied in the preparation of the Balance Sheet and the related statements of income for the period then ended; or
(vii) agreed or committed to do any of the foregoing.
Operations Since Balance Sheet Date. Since the date of the most ----------------------------------- recent balance sheet included in the SEC Documents, Cornerstone and its subsidiaries have conducted business in the ordinary course and in conformity with past practice, except as otherwise disclosed in the SEC Documents.
Operations Since Balance Sheet Date. Since the Balance Sheet Date, the ----------------------------------- LLC and the Subsidiary have conducted business in the ordinary course and in conformity with past practice, except as disclosed on Schedule 5.8.
Operations Since Balance Sheet Date. (a) Since the Balance Sheet Date, there has been:
(i) no material adverse change in the assets, business, operations, liabilities, profits or financial condition of the Company, and, to the Knowledge of the Executives, no fact or condition exists or is contemplated or threatened that would reasonably be expected to have a Material Adverse Effect; and
(ii) no damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking that would reasonably be expected to have a Material Adverse Effect.
(b) Since September 30, 2007, the Company has, in all material respects, conducted its business only in the ordinary course and in conformity with past practice. Without limiting the generality of the foregoing, since September 30, 2007, the Company has not:
(i) (A) declared, set aside or paid any dividends on, or made any other actual, constructive or deemed distributions in respect of, any of its capital stock, or otherwise made any payments to its Stockholders in their capacity as such, (B) split, combined or reclassified any of its capital stock or issued, sold or authorized the issuance of any other securities in respect of, in lieu of or in substitution for any Shares (other than any issuances of its securities upon the conversion of any outstanding Company Preferred Stock, or upon the exercise of any Company Stock Options or Company Warrants) or (C) purchased, redeemed or otherwise acquired any Shares or any other securities of the Company;
(ii) made any material change in the business or operations of the Company;
(iii) amended the Company Charter or the Company’s bylaws;
(iv) acquired or agreed to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, limited liability company, association or other business organization or division thereof;
(v) altered through merger, liquidation, reorganization, restructuring or in any other fashion its corporate structure;
(vi) made or incurred any capital expenditure or expenditures which, individually, is in excess of $30,000 or, in the aggregate, are in excess of $100,000;
(vii) sold, leased (as lessor), transferred or otherwise disposed of, or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance on, any of the assets or properties of the Company, other than inventory and minor amounts of personal property sold or otherwise disposed of fo...
Operations Since Balance Sheet Date. During the period from the Balance Sheet Date to the date hereof, inclusive, (i) the Company has conducted the Business only in the Ordinary Course of Business and (ii) there has been no Material Adverse Effect.
Operations Since Balance Sheet Date. (a) Except as set forth on Schedule 3.7, during the period from the Balance Sheet Date to the date hereof, inclusive, there has been:
(i) no Material Adverse Effect on the Company and, to the Knowledge of the Company, no fact or condition exists or is contemplated or threatened which might reasonably be expected to cause a Material Adverse Effect on the Company; and
(ii) no damage, destruction, loss or claim made or filed against the Company (whether or not covered by insurance) or condemnation or other taking which will result in a Material Adverse Effect on the Company.
(b) Except as set forth on Schedule 3.7, since the Balance Sheet Date, the Company has conducted the Business only in the ordinary course and in conformity with past practice. Without limiting the generality of the foregoing, since the Balance Sheet Date, except (i) as set forth on Schedule 3.7, (ii) for actions described below that would not result in a Material Adverse Effect on the Company (other than subsections (i) and (xiv) which shall not be qualified by this subclause (ii)) and (iii) for any actions described below that would not cause any of the representations and warranties contained in this Article III (other than this Section 3.7) to be untrue in any material respect, the Company has not:
(i) issued, delivered or agreed (conditionally or unconditionally) to issue or deliver, or granted any option, warrant or other right to purchase, any of its capital stock or other equity interest or any security convertible into its capital stock or other equity interest;
(ii) paid any obligation or liability (absolute or contingent) other than current liabilities reflected on the Balance Sheet and current liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice;
(iii) undertaken or committed to undertake capital expenditures exceeding $10,000 for any single project or related series of projects;
(iv) sold, leased, transferred or otherwise disposed of (including any transfers from the Company to any of its Affiliates), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance (other than Permitted Encumbrances) on, any of the assets reflected on the Balance Sheet or any assets acquired after the Balance Sheet Date, except for sales of inventory in the ordinary course of business consistent with past practice;
(v) canceled any debts owed to or claims held by the Company (including the settlement of any claims or li...
Operations Since Balance Sheet Date. (a) Except as set forth in Schedule 3.4(a), from the Balance Sheet Date, there have been no events, changes or occurrences or state of facts, including any change in the financial condition or the results of operations of the Business, which, individually or in the aggregate, have had or would be reasonably likely to have a Material Adverse Effect.
(b) Except as set forth in Schedule 3.4(b), from the Balance Sheet Date through the date of this Agreement, the Seller Parties and their Affiliates have operated the Business in the ordinary course of the Business consistent with past practice other than in connection with the Mergers and the process relating to the sale of the Business.
Operations Since Balance Sheet Date. Except as set forth in Schedule 5.5, since the Balance Sheet Date there has not been, any fact, occurrence, condition, circumstance, change, effect, event or development that has had, individually or in the aggregate, a Material Adverse Change and, to the Knowledge of Seller, no circumstances exist that constitute or would reasonably be expected to cause, individually or in the aggregate, a Material Adverse Change in the future. Since the Balance Sheet Date, the Business has been conducted only in the ordinary course consistent with past practice. Without limiting the foregoing, except as set forth in Schedule 5.5, since the Balance Sheet Date, the Company has not taken any action that, if taken after the date hereof, would constitute a breach of Section 7.4.
Operations Since Balance Sheet Date. (a) Except as set forth in Schedule 3.4(a), from the Balance Sheet Date, there has been no change in the Business which, individually or in the aggregate, has had or would reasonably be likely to have a Material Adverse Effect.
(b) Except as set forth in Schedule 3.4(b), since the Balance Sheet Date, the Business has been conducted in all material respects in the ordinary course and in conformity with past practice, other than in connection with the process relating to the sale of the Business and the Mergers.
Operations Since Balance Sheet Date. Except as set forth in Schedule 5.7, since the Balance Sheet Date, Seller has conducted the Business only in the ordinary course and in conformity with past practice and there has been (i) no damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking adversely affecting any of the Purchased Assets or the Advantage Reimbursement Performed Contracts; and (ii) no material adverse effect on the financial condition, operations, or results of operations of the Business, taken as a whole.
