Recent Events. Since the Most Recent Fiscal Month End until the Closing Date, there has not been any material adverse change in the business, financial condition, operations or results of operations of the Company. Without limiting the generality of the foregoing, during that period:
(i) the Company has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than at arm’s length or in the Ordinary Course of Business;
(ii) the Company has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than US$100,000 or outside the Ordinary Course of Business;
(iii) no party (including the Company) has redeemed early, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than US$100,000 to which the Company is a party or by which it is bound;
(iv) the Company has not imposed any Security Interest upon any of its assets, tangible or intangible, other than in the Ordinary Course of Business;
(v) the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than US$100,000 or outside the Ordinary Course of Business;
(vi) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than US$100,000 or outside the Ordinary Course of Business;
(vii) the Company has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation involving more than US$100,000 or outside the Ordinary Course of Business;
(viii) the Company has not delayed or postponed the payment of accounts payable and other Liabilities with a value greater than US$100,000 or outside the Ordinary Course of Business;
(ix) the Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than US$100,000 or outside the Ordinary Course of Business;
(x) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property, other than at arm’s length or in the Ordinary Course of Business;
(xi) except as otherwise contemplated by the Transaction Documents, there h...
Recent Events. Except as disclosed in SCHEDULE 3.9, from June 30, 2000 to the date hereof, such Seller (and each applicable Subsidiary of Seller) has conducted the Business conducted by it in the ordinary and usual course and has not, with respect to the Business, the Toledo Plant or each Other Business: (a) sold, assigned, pledged, granted a security interest in, or otherwise transferred or disposed of any of the assets used in the Business or each Other Business that, but for any disposition, would constitute Assets or Other Assets, other than sales in the ordinary course of business of finished goods inventory, dispositions of equipment that is obsolete and Permitted Liens; (b) terminated or materially amended any contract or agreement that is material to the Business, taken as a whole; (c) suffered any material damage, destruction or other casualty loss (whether or not covered by insurance), and there has been no other condition, circumstance, event or occurrence which would be reasonably likely to have a Material Adverse Effect; (d) made any change in its accounting methods or principles applicable to the Business; (e) made any material change in its practices with respect to the manner and timing of payment of trade payables relating to the Business or the collection of receivables relating to the Business; (f) entered into any agreement or arrangement relating to the Business or the Toledo Plant, other than with respect to the Excluded Assets, with any Affiliate of such Seller; (g) made any material change in the selling, pricing, advertising or promotional practices of the Business inconsistent with prior practice; (h) increased or decreased in any material respects the total number of Business Employees or increased the compensation, bonuses or benefits payable or to become payable to the Business Employees except for such increases in the ordinary course of business consistent with past practice; (i) sold, assigned, pledged, granted a security interest in, or otherwise transferred or disposed of any of the Windmill Intellectual Property or assets that, but for such disposition, would constitute Windmill Intellectual Property; or (j) entered into any agreement to do any of the foregoing.
Recent Events. 9.1 Since the 2015 Accounts Date:
(a) each of the Group Companies has operated its business in the ordinary course consistent with its past practice and without having entered into any material transaction, assumed any material liability or made any material payment which is not in the ordinary course of its business or suffered any material adverse interruption or alteration in the nature, scope or manner of its business;
(b) each of the Group Companies used its reasonable best efforts to preserve its business;
(c) no Group Company has engaged in any new line of business or entered into any agreement, transaction or activity or made any commitment except those in the ordinary course of business consistent with past practice;
(d) there has not been any material adverse effect or any material change in the way the Group conducts its business;
(e) there has been no material adverse change in the financial position or turnover of the Group taken as a whole;
(f) there has been no declaration, set aside or payment or other dividend or distribution in respect of any equity securities of any Group Company, or any issuance, transfer, redemption, purchase or acquisition of any equity securities by any Group Company;
(g) there has been no waiver, termination, cancellation, settlement or compromise of a material valuable right or of a material debt or claim by or of any Group Company;
(h) there has been no incurrence, creation, assumption, repayment, satisfaction, or discharge of any material lien, indebtedness or guarantee, or the making of any loan or advance (other than in the ordinary course of business consistent with its past practice), or the making of any investment or capital contribution in the ordinary course of business;
(i) there has been no change in any remuneration, benefit or compensation arrangement with any employee of any Group Company (other than in the ordinary course of business consistent with past practice), or adoption of any new employee benefit plan, or made any material change in any employee benefit plan;
(j) there has not been any commencement or settlement of any material action;
(k) there has not been any resignation or termination of any key employee of any Group Company;
(l) there has not been any purchase, acquisition, sale, lease, Disposal of or other transfer of any property, assets (including Knowhow) that are individually or in the aggregate material to its business, whether tangible or intangible, other than the purchase or sa...
Recent Events. Since June 30, 1997, neither Incendere or the Business have experienced any Material Adverse Effect, and to the Knowledge of Republic or Incendere, no event has occurred or circumstance exists that would likely result in such a Material Adverse Effect. Except as expressly contemplated by this Agreement or as set forth in the attached Disclosure Schedule, since June 30, 1997, Incendere has not, with respect to the Business:
5.22.1 issued any capital stock or other corporate securities or granted any option to any person for the acquisition of any capital stock or other corporate securities;
5.22.2 sold, assigned, transferred, leased, licensed or otherwise encumbered (or otherwise entered into an agreement to do any of the foregoing) any of their tangible assets in excess of $50,000, except in the Ordinary Course of Business;
5.22.3 deviated from their customary policies and procedures relating to customer credit evaluations and Contract negotiation and execution;
5.22.4 delayed or postponed the payment of any accounts payable or any other liability or agreed or negotiated with any party to extend the payment date of any accounts payable or accelerated the collection of any accounts or notes receivable other than in the Ordinary Course of Business;
5.22.5 discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent) other than obligations or liabilities in the Ordinary Course of Business;
5.22.6 declared or made any payment or distribution to stockholders, or purchased or redeemed any shares of their capital stock;
5.22.7 made any change in any method of accounting or accounting policies, made any change in their cash management policies or made any material non-Ordinary Course of Business, write-down in the value of their inventory;
5.22.8 mortgaged, pledged, or subjected to any lien, charge, or other encum brance, any of their assets, tangible or intangible, other than liens for taxes not yet due or which are being contested in good faith by appropriate proceedings;
5.22.9 entered into any other material transaction, whether or not in the Ordinary Course of Business;
5.22.10 sold, assigned, or transferred any material Intangible Rights;
5.22.11 suffered any material operating or extraordinary loss or waived any right of substantial value;
5.22.12 made any payment or contracted for payment of any bonus, gratuity, or other compensation to employees, other than wages and salaries in effect as of the date of the I...
Recent Events. (a) Since the Company Latest Balance Sheet Date until the date hereof, (i) each Company Group Member has conducted its business in all material respects in the ordinary course of business (except in connection with the transactions contemplated by this Agreement and the other Transaction Documents) and (ii) there has not been a Company Material Adverse Effect.
(b) Without limiting the generality of the foregoing Section 4.7(a), except as expressly contemplated by any Transaction Document or as set forth on Section 4.7(b) of the Company Disclosure Schedule, no Company Group Member has since the Company Latest Balance Sheet Date and through the date hereof:
(i) subjected a material portion of its properties or assets to any Encumbrances, except for Permitted Encumbrances;
(ii) sold, assigned or transferred a material portion of its assets, except in the ordinary course of business and except for sales of obsolete assets or assets with de minimis book value;
(iii) amended its Charter Documents;
(iv) made any material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Company Audited Financial Statements;
(v) incurred, assumed or guaranteed any indebtedness for borrowed money, except unsecured current obligations and Liabilities incurred in the ordinary course of business;
(vi) cancelled any material debts or claims or waived any material rights against a Person that is not a Company Group Member;
(vii) taken any action to make, change or rescind any material Tax election, amend any material Tax Return or taken any position on any Tax Return, taken any action, omitted to take any action or entered into any other transaction that would have the effect of increasing the Tax liability of any Company Group Member in respect of any Tax period starting after the Closing Date, in each case other than in the ordinary course of business; or
(viii) entered into any Contract to do any of the foregoing.
Recent Events. Except as disclosed in the Securities Purchase Agreement, since the Closing Date, there has not been any material adverse change or any material adverse development in the business, properties, operations, financial condition, prospects, outstanding securities or results or operations of the Company and no event has occurred and no circumstances exist that may result in such material adverse change. The Company has not engaged in any practice, taken any action, or entered into any transaction outside its ordinary course of business.
Recent Events. Since the date of the Latest Balance Sheet, the Seller has not experienced or suffered any Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth on Schedule 3.8 attached hereto, since the date of the Latest Balance Sheet, the Seller has not:
3.8.1 sold, leased, transferred or assigned any of its assets, tangible or intangible, other than in the Ordinary Course of Business;
3.8.2 created or suffered to exist any Security Interest upon any of its assets, tangible or intangible, either (a) outside the Ordinary Course of Business or (b) within the Ordinary Course of Business but securing any Liabilities in the aggregate in excess of Five Thousand ($5,000.00) Dollars;
3.8.3 issued, sold, or otherwise disposed of any of the Seller Interests or other equity interests, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion or exercise) any of the Seller Interests or other equity interests, or any securities convertible or exchangeable into any the Seller Interests or other equity interests;
3.8.4 declared, set aside, or paid any distribution with respect to the Seller Interests or other equity interests (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of the Seller Interests or other equity interests;
3.8.5 made or committed to make any capital expenditures or entered into any other material transaction (a) outside the Ordinary Course of Business or (b) within the Ordinary Course of Business but involving an expenditure in excess of Five Thousand ($5,000.00) Dollars;
3.8.6 changed, in any material respect, the manner in which its business has been conducted, including, without limitation, billing of clients or collection of accounts receivable, purchases of goods and services or payment of accounts payable;
3.8.7 changed the accounting principles, methods or practices or any change in the depreciation or amortization policies or rates; or
3.8.8 agreed (whether orally or in writing) to any of the foregoing.
Recent Events. The Company has not sustained, since the date of its most recent audited financial statements included or incorporated by reference in the Registration Statement and the Prospectus, any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus; and, since such date, there has not been any change in the capital stock or long-term debt of the Company or any of its Subsidiaries, or any material adverse changes, or any development involving a prospective material adverse change, in or affecting the business, assets, general affairs, management, financial position, prospects, stockholders’ equity or results of operations of the Company and its Subsidiaries, individually or taken as a whole, in each case otherwise than as set forth or contemplated in the Registration Statement and the Prospectus.
Recent Events. Since October 31, 1998, Oakridge has operated its business diligently and only in the ordinary course of business and there has been no (a) material adverse change in its business, properties, assets, liabilities, commitments, financial condition or prospects (it being understood that the business plan of Oakridge contemplates significant additional liabilities, commitments and losses beyond the Closing Date), or (b) any action which, if taken or omitted hereafter, would conflict in any material respect with any representation and warranty set forth in this Article.
Recent Events. Except as set forth on Schedule 3.13, since September 30, 1998, Seal has operated its business diligently and only in the ordinary course of business as theretofore conducted, and there has been no (a) material adverse change in its business, properties, assets, liabilities, commitments, earnings, financial condition or prospects, or (b) any action which, if taken or omitted hereafter, would conflict in any material respect with any representation and warranty set forth in this Article.
