Recent Activities. Since January 1, 2019, except as set forth on Schedule 3.06:
(a) no damage, destruction or loss (in each case not remediated or repaired by the Sellers as of the Closing Date) has occurred to the Assets that individually exceeded $25,000 in value or in the aggregate exceeded $100,000 in value;
(b) there has been no lease, distribution, purchase, transfer, assignment, sale or other disposition, or any Contract or other arrangement for the purchase, sale or other disposition (by merger, consolidation, or acquisition of Equity or assets or otherwise), of any Assets, other than purchases and sales in the Ordinary Course of Business, of the Assumed Crane, or of any Assets listed on Schedule 2.02(n) or Schedule 3.06(b);
(c) no Seller has canceled or waived any material claims or rights in respect of the Assets except in the Ordinary Course of Business;
(d) no Seller has entered into any Contract or transaction (i) providing for the sale or purchase of goods or services in excess of $25,000 or (ii) for the purchase or sale of real property or major equipment;
(e) there has been no modification or amendment to, or renewal, acceleration, expiration, termination, cancellation, or receipt of notice of termination of, any Assumed Contract that has not been made available to Buyer, and no event has occurred that has given rise to a right of termination under any Assumed Contract, nor is any event or action (including the Transaction) anticipated that would or could reasonably give rise to such a right;
(f) there has been no grant, purchase, redemption, retirement, transfer, assignment or other acquisition by any Person of any Equity, right or option to acquire any Equity, or any security convertible into Equity, of any Seller;
(g) there has been no creation or grant of any new Encumbrance other than a Permitted Encumbrance on any of the Assets;
(h) no Material Adverse Effect has occurred; and
(i) no Seller has entered into any Contract to do, or that could reasonably be expected to result in, any of the foregoing.
Recent Activities. Since February 28, 2002 and except as set forth on Schedule 3.8:
(a) No material damage, destruction or loss (whether or not covered by insurance) has occurred affecting the Assets;
(b) Except in the ordinary course of the Hospital Businesses in accordance with existing Hospital personnel policies, Seller has not increased or agreed to increase the compensation payable to any of the employees or (to Seller’s knowledge, to) agents of the Hospital Businesses or agreed to make any bonus that has not been paid or severance payment to any of the employees or (to Seller’s knowledge, to) agents of the Hospital Businesses, and has not employed any additional management personnel in respect of the Hospital Businesses;
(c) No labor dispute has occurred that has had or would have a Material Adverse Effect;
(d) Seller has not sold, assigned, transferred, distributed or otherwise disposed of any of the Assets, except in the ordinary course of the Hospital Businesses, and it has not sold or factored, or agreed to sell or factor, any Accounts Receivable;
(e) No Encumbrance has been imposed on any of the Assets, other than the Permitted Encumbrances;
(f) Seller has not canceled or waived any rights in respect of the Assets, except in the ordinary course of the Hospital Businesses and except for settlements of disputes which have not had and will not have a Material Adverse Effect;
(g) There has been no change in any accounting method, policy or practice of Seller with respect to the Hospital Businesses;
(h) Other than compensation paid in the ordinary course of employment, Seller has not paid any amount to, sold any Assets to, or entered into any Contract with, any officer or director, trustee or governor of Seller;
(i) Seller has not paid or agreed to pay to any Person damages, fines, penalties or other amounts in respect of actual or alleged violation of any Legal Requirement;
(j) Seller has not instituted any new, terminated, amended or otherwise modified any Employee Benefit Plan or Other Plan, except for amendments required to comply with applicable Legal Requirements;
(k) Seller has not entered into or agreed to enter into any transaction outside the ordinary course of the Hospital Businesses that would result in a liability or obligation of Seller in excess of $20,000; and
(l) no event or circumstance has occurred which has had or reasonably could be expected to have a Material Adverse Effect.
Recent Activities. (a) Since January 15, 2002 no Catastrophic Event has occurred which has resulted in a Material Adverse Change.
(b) Since December 28, 2001:
(i) no Seller has increased or agreed to increase in any material respect the compensation payable to any of its employees or agents or made or agreed to make any bonus or severance payment to any of its employees or agents in any material respect except in the ordinary course of the Business and consistent with past practice or as specifically approved by Buyer and the Bankruptcy Court;
(ii) no Seller has sold, assigned, transferred, distributed or otherwise disposed of any of the material Assets, except in the ordinary course of the Business consistent with past practice;
(iii) no Seller has canceled or waived any material rights in respect of the Assets, except in the ordinary course of the Business consistent with past practice;
(iv) there has been no material change in any accounting method, policy or practice of any Seller, except as required by announcements of the Financial Accounting Standards Board or as disclosed in the ITG SEC Documents;
(v) there has been no material change in the manner in which any Employee Benefit Plan and any assets or liabilities related thereto has been administered;
(vi) no material Environmental Claim has been made against any Seller or against or regarding the Assets or Business; and
(vii) no Seller has received from any Governmental Authority written notice that it is in material violation of any Legal Requirement.
Recent Activities. Since April 20, 2004 (the “Inspection Date”), except as set forth on Schedule 3.05:
(a) no damage, destruction or loss (whether or not covered by insurance) has occurred that individually or in the aggregate would have a material adverse affect on the ownership or use of any of the Assets, or the operation of the Business, by Buyer;
(b) Seller has not sold, leased, assigned, transferred, distributed or otherwise disposed of any of the Assets;
(c) Seller has not canceled or waived any claims or rights in respect of the Assets;
(d) Seller has not entered into any contract, agreement, lease or license relating to the Assets or the Business outside the ordinary course of the Business other than this Agreement;
(e) there has been no acceleration of, material modification to, termination of, cancellation of, or receipt of notice of termination of any Assumed Contract; and
(f) Seller has not entered into any Contract, whether oral or written, to do any of the foregoing.
Recent Activities. Except as set forth on Schedule 3.06, since the date of the Balance Sheet, (a) the JV Companies have conducted the Business in the Ordinary Course of Business in all material respects, except for the negotiation, execution, delivery and performance of this Agreement, (b) to the date hereof, the JV Companies have not taken any action that, if taken after the Effective Date without the consent of Buyer, would reasonably be expected to give rise to a breach of Section 5.03, and (c) no Material Adverse Effect has occurred.
Recent Activities. Since the date of the xXxxxx Financial Statements:
(i) xXxxxx has conducted its business only in the ordinary and normal course; and
(ii) no liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) material to xXxxxx has been incurred other than in the ordinary and normal course of business.
Recent Activities. 40 2.13 No Finder’s Fees .............................................................................................................. 42 2.14 Insurance .......................................................................................................................... 42 2.15 Tax Returns and Payments............................................................................................... 43 2.16
Recent Activities. Since the Balance Sheet Date: (a) there have not been any modifications or changes to the Company’s Charter Documents; (b) the Company has not declared, set aside or paid any dividends, or authorized or made any distribution upon or with respect to any equity securities of the Company, or split, combined or reclassified any equity securities of the Company or issued or authorized the issuance of any other securities in respect of, in lieu of or in substitution for shares of any equity securities of the Company, or repurchased, redeemed or otherwise acquired, directly or indirectly, any equity securities of the Company (or options, warrants or other rights exercisable therefor) except in accordance with the Company Stock Plan or the agreements governing the Company Options; (c) the Company has not made any expenditure or entered into any commitment or transaction exceeding $25,000 individually or $100,000 in the aggregate;
Recent Activities. 18 3.08 Assets...................................................19 3.09 Inventory................................................19 3.10
Recent Activities. Since the Balance Sheet Date, except as set forth on Schedule 3.07:
(a) no damage, destruction or loss (whether or not covered by insurance) has occurred that individually or in the aggregate would have a material adverse effect on the ownership, operation or use of the Assets;
(b) Sellers have not sold, leased, assigned, transferred, distributed or otherwise disposed of any of the Assets, except for sales of Inventory for fair consideration in the Ordinary Course of Business;
(c) Sellers have not canceled or waived any claims or rights in respect of the Assets;
(d) Sellers have not entered into any contract, agreement, lease or license relating to the Assets or the Business outside the Ordinary Course of Business;
(e) there has been no acceleration, material modification to, termination of, or cancellation of, or receipt of notice of termination of any Assumed Contract or Contracts listed on Schedule 2.01(f)(i);
(f) there has been no material change in the accounting methods used by BSC, BSE or PESCO; and
(g) neither BSC, BSE nor PESCO has entered into any Contract, whether oral or written, to do any of the foregoing.
