Present Status. Since the dates reflected on the Financial Statement, except as reflected on Schedule 14(j) attached hereto, M3 has not (i) incurred any material obligations or material liabilities, absolute, accrued, contingent, or otherwise, except current trade payables; (ii) discharged or satisfied any liens or encumbrances, or paid any obligations or liabilities, except current Financial Statement liabilities and current liabilities incurred since the dates reflected on the Financial Statement, in each case, in the ordinary course of business; (iii) declared or made any stockholder payment or distribution or purchased or redeemed any of its securities or agreed to do so; (iv) mortgaged, pledged, or subjected to lien, encumbrance, or charge any of its assets except as shall be removed prior to or at the Effective Date; (v) canceled any debt or claim; (vi) sold or transferred any assets of a material value except sales from inventory in the ordinary course of business; (vii) suffered any damage, destruction, or loss (whether or not covered by insurance) materially affecting its properties, business, or prospects; (viii) waived any rights of a material value; (ix) entered into any transaction other than in the ordinary course of business. Further, since the date reflected on the Financial Statement, except as reflected on Schedule 14(k) attached hereto, there has not been any change in or any event or condition (financial or otherwise) affecting the property, assets, liabilities, operations, or prospects of M3, other than changes in the ordinary course of its business, none of which has (either when taken by itself or taken in conjunction with all other such changes) been materially adverse.
Present Status. Since the dates reflected on the Financial --------------- Statement, the Company has not (i) incurred any material obligations or material liabilities, absolute, accrued, contingent, or otherwise, except current trade payables; (ii) discharged or satisfied any liens or encumbrances, or paid any obligations or liabilities, except current Financial Statement liabilities and current liabilities incurred since the dates reflected on the Financial Statement, in each case, in the ordinary course of business; (iii) declared or made any stockholder payment or distribution or purchased or redeemed any of its securities or agreed to do so; (iv) mortgaged, pledged, or subjected to lien, encumbrance, or charge any of its assets except as shall be removed prior to or at the Closing; (v) canceled any debt or claim; (vi) sold or transferred any assets of a material value except sales from inventory in the ordinary course of business; (vii) suffered any damage, destruction, or loss (whether or not covered by insurance) materially affecting its properties, business, or prospects; (viii) waived any rights of a material value; (ix) entered into any transaction other than in the ordinary course of business. Further, since the dates reflected on the Financial Statement, there has not been any change in or any event or condition (financial or otherwise) affecting the property, assets, liabilities, operations, or prospects of the Company, other than changes in the ordinary course of its business, none of which has (either when taken by itself or taken in conjunction with all other such changes) been materially adverse.
Present Status. Since the date of the BPO Balance Sheet (or such other date specifically set forth herein), except as otherwise contemplated by this Agreement and except as described in Schedule 3.1(f), BPO has conducted its business only in the ordinary and usual course and, without limiting the generality of the foregoing:
(i) BPO has not sustained any damage, destruction, or loss by reason of fire, explosion, earthquake, casualty, labor trouble (including but not limited to any claim of wrongful discharge or other unlawful labor practice), requisition or taking of property by any government or agent thereof, windstorm, embargo, riot, act of God or public enemy, flood, accident, revocation of license or right to do business, total or partial termination, suspension, default or modification of contracts, governmental restriction or regulation, other calamity, or other similar or dissimilar event (whether or not covered by insurance) that would result in a Material Adverse Effect on BPO.
(ii) There have been no changes in the condition (financial or otherwise), business, net worth, assets, properties, operations, obligations or liabilities (fixed or contingent) of BPO which, individually or in the aggregate, have resulted or may be reasonably expected (whether before or after the Effective Time) to result in a Material Adverse Effect on BPO.
(iii) BPO has not issued, or authorized for issuance, any equity security, bond, note or other security of BPO. BPO has not granted or entered into any commitment or obligation to issue or sell any such equity security, bond, note or other security of BPO, whether pursuant to offers, stock option agreements, stock bonus agreements, stock purchase plans, incentive compensation plans, warrants, calls, conversion rights or otherwise.
(iv) BPO has not incurred any additional debt for borrowed money, nor incurred any obligation or liability (fixed, contingent or otherwise) except in the ordinary and usual course
(v) BPO has not paid any obligation or liability (fixed, contingent or otherwise), or discharged or satisfied any lien or encumbrance, or settled any liability, claim, dispute, proceeding, suit, or appeal, pending or threatened against it or any of its assets or properties, except for current liabilities included in BPO Balance Sheet and current liabilities incurred since the date of BPO Balance Sheet in the ordinary and usual course of the business of BPO.
(vi) BPO has not declared, set aside for payment, or paid any dividend, pay...
Present Status. With respect to the Stores and the Assets, since the Most Recent Fiscal Month End, the Seller has not: incurred any obligations or liabilities, absolute, accrued, contingent, or otherwise, except current liabilities in the ordinary course of business; discharged or satisfied any lien or encumbrances, or paid any obligations or liabilities, except current liabilities and current liabilities incurred since the Most Recent Fiscal Month End, in each case, in the ordinary course of business; mortgaged, pledged or subjected to lien, encumbrance, or charge any of its assets; canceled any debt or claim; sold or transferred any assets, except sales from inventory in the ordinary course of business; suffered any damage, destruction, or loss (whether or not covered by insurance) materially affecting its properties, business or prospects; waived any rights of substantial value; nor entered into any transaction other than in the ordinary course of business.
Present Status. Tenant certifies to Landlord that as of the execution and delivery of this Amendment by both Tenant and Landlord, Landlord is not in default under the Lease by reason of failure to perform any obligations thereunder. Such certificate is given to the actual knowledge of Tenant.
Present Status. Since the Most Recent Monthly Financial Statement, neither Prosoft nor any of its Subsidiaries has sold or transferred any material assets except sales from inventory in the ordinary course of business, suffered any damage, destruction, or loss (whether or not covered by insurance) materially affecting its properties, business or prospects; waived any rights of substantial value; nor entered into any transaction other than in the Ordinary Course of Business.
Present Status. Since the most recent Financial Statements, and except as provided for in Seller's bankruptcy filings and the March 24 Order, the Seller has not sold or transferred any of its assets except sales from inventory in the ordinary course of business and except sales of warehouse inventory; suffered any material damage, destruction, or loss (whether or not covered by insurance) materially affecting its properties, business or prospects; waived any rights of substantial value; nor entered into any transaction other than in the ordinary course of business.
Present Status. Since the Most Recent Monthly Financial Statement, the Seller has not: sold or transferred any assets except sales from inventory in the ordinary course of business and except sales of warehouse inventory; suffered any damage, destruction, or loss (whether or not covered by insurance) materially affecting its properties, business or prospects; waived any rights of substantial value; nor entered into any transaction other than in the ordinary course of business.
Present Status. Except as disclosed on the Schedule of Exempted Transactions attached hereto as EXHIBIT 7-G, since July 31, 2007, the Seller has not made any expenditures nor incurred any obligations or liabilities, except in the ordinary course of business; discharged or satisfied any liens or encumbrances, except in the ordinary course of business; declared or made any payment or distribution to any of the stockholders of Seller or purchased or redeemed any of its common capital stock or ownership units or agreed to do so; mortgaged, pledged or subjected to lien or encumbrance any of its assets; sold or transferred any assets, except in the ordinary course of business; suffered any damage or loss (whether or not covered by insurance), materially affecting its properties; waived any rights of substantial value; nor entered into any transaction other than in the ordinary course of business.
Present Status. Tenant certifies to Landlord that, to the best of Tenant’s knowledge, as of the execution and delivery of this letter agreement by Tenant, Landlord is not in default under the Lease by reason of failure to perform any obligations thereunder and there is no circumstance, event, condition or state of facts which, by the passage of time or the giving of notice, or both, could constitute or result in such a default.