Recent Operations. The Seller understands and acknowledges that the ------------------------ Purchaser has commenced operations quite recently and has no history of operations upon which the Seller can make an evaluation of the acquisition of the Subject Shares.
Recent Operations. Since December 31, 1997, (a) the Company has operated its business substantially as it was operated immediately prior to such date in the ordinary course of business; (b) the Company and each of the Stockholders has used its or his commercially reasonable efforts to preserve intact the business relationships of the Company; (c) there have been no material bonuses paid to or material increases in the compensation of officers or employees of the Company; and (d) the Company has not declared or paid any dividend or made any other distribution with respect to its capital stock other than in the ordinary course of business.
Recent Operations. Since January 1, 2019, except as set forth on Section 3.8 of the CPE Disclosure Schedule, Crackle has not:
(a) experienced a Crackle Material Adverse Effect;
(b) entered into any amendment of its certificate of incorporation or bylaws;
(c) made any investment in, or any loan, advance or capital contribution to, any other Person;
(d) acquired by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person;
(e) created, incurred, assumed, or agreed to create, incur, or assume or guarantee, any Funded Indebtedness other than money borrowed or advanced from any Affiliate of Crackle in the ordinary course of business or under existing lines of credit;
(f) instituted any material increase in, entered into, terminated or adopted any material Benefit Plan, other than in the ordinary course of business or as required by any such existing plan, by any employment agreement or by Law;
(g) made any material change in the compensation of employees, other than changes made in the ordinary course of business consistent with past practices or changes required by any existing plan, employment agreements or by any Law;
(h) made or changed any material Tax election, changed any annual tax accounting period, adopted or changed any material method of Tax accounting, filed any amended Tax Return, entered into any closing agreement, settled any material Tax claim or assessment, surrendered any right to a material Tax refund, or consented to any extension or waiver of the limitations period applicable to any Tax claim or assessment;
(i) settled any material Legal Proceedings; or
(j) authorized, approved or agreed to do any of the foregoing.
Recent Operations. Since September 30, 1997, (a) the Company ----------------- has operated its business substantially as it was operated immediately prior to such date in the ordinary course of business; (b) the Company and the Stockholder has used its commercially reasonable efforts to preserve intact the business relationships of the Company (c) there have been no material bonuses paid to or material increases in the compensation of officers or employees of the Company, except as set forth in Stockholder Disclosure Schedule 2.23; and (d) except as set forth in Section 2.23 of the Stockholder Disclosure Schedule, the Company has not declared or paid any dividend or made any other distribution with respect to its capital stock..
Recent Operations. Since September 30, 1997, (a) the ----------------- Company and each of its Subsidiaries has operated its business substantially as it was operated immediately prior to such date in the ordinary course of business; (b) the Company and each of its Subsidiaries and each of the Stockholders has used its or his commercially reasonable efforts to preserve intact the business relationships of the Company and each of its Subsidiaries; (c) there have been no material bonuses paid to or material increases in the compensation of officers or employees of the Company or any of its Subsidiaries, except as set forth in Schedule 2.23; and (d) except as set forth in Section 2.23 of the Company Disclosure Schedule, neither the Company nor any of the Subsidiaries has declared or paid any dividend or made any other distribution with respect to its capital stock.
Recent Operations. Since September 30,1997, (i) each of the ----------------- Companies has operated its business substantially as it was operated immediately prior thereto and only in the ordinary course; (ii) each of the Companies and the Stockholder has used its or her commercially reasonable efforts to preserve intact each of the Companies' business relationships; (iii) there have been no bonuses paid to or increases in the compensation of officers, employees or consultants, of either of the Companies, except as set forth in Section 2.14 of the Stockholder's Disclosure Schedule, and (iv) except as set forth in Section 2.14 of the Stockholder's Disclosure Schedule, neither of the Companies has declared or paid any dividend or made any other distribution with respect to its capital stock. Section 2.14 of the Stockholder's Disclosure Schedule sets forth the name and job title of each individual who has left the employ of either of the Companies since September 30, 1997 and the loss of whose services had a Material Adverse Effect on either of the Companies.
Recent Operations. Since August 31, 1997, (i) each of the ----------------- Company and the Partnership has operated its business substantially as it was operated immediately prior to said date and only in the ordinary course; the Company, the Partnership and the Holders have used their best efforts to preserve intact the Company's business relationships, (ii) there have been no bonuses paid to or increases in the compensation of officers or employees of the Company or the Partnership, except as set forth in Section 2.14(ii) of the Seller Disclosure Schedule, and (iii) except as set forth in Section 2.14(iii) of the Seller Disclosure Schedule, the Company has not declared or paid any dividend or made any other distribution with respect to its capital stock. Section 2.14(iv) of the Seller Disclosure Schedule sets forth the name and job title of each individual who has left the employ of the Company or the Partnership since August 31, 1997. Section 2.14(v) of the Seller Disclosure Schedule sets forth the name of each of those individuals, the loss of whose services would have an adverse impact on the operations of the Company or the Partnership.
Recent Operations. (a) Except as set forth in Schedule 5.5(a), since December 31, 2013, there has been no Material Adverse Effect.
(b) Except as set forth in Schedule 5.5(b), since December 31, 2013 through the date hereof, Business has been conducted only in the ordinary course of business consistent with past practice. Without limiting the generality of the foregoing, except as set forth on Schedule 5.5(b), since December 31, 2013 through the date hereof, the Members have not, and to the extent related to a Business Carve-out Asset or Business Carve-out Liability, neither Seller nor any of its Subsidiaries have, individually or as a group:
(i) made any material change in the Business or its operations, except such changes as required to comply with any applicable Requirements of Law;
(ii) acquired (by merger, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership or other business organization or division;
(iii) entered into any contract or commitment for any capital expenditure in excess of $25,000;
(iv) created, incurred or assumed, or agreed to create, incur or assume, any Indebtedness, other than in the ordinary course of business consistent with past practice under the Credit Agreement;
(v) made, or agreed to make, any payment or distribution of any material assets (other than cash) to Seller or any of its Affiliates;
(vi) instituted any material increase under any profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit plan with respect to its employees, other than changes made in accordance with normal compensation practices, pursuant to existing contractual commitments or consistent with past compensation practices, or as required by any such plan or any Requirements of Law;
(vii) granted to any employee engaged in the conduct of the Business any increase in compensation in excess of 5% over his or her annual compensation in 2013 (for any employee with annual compensation in 2013 in excess of $60,000) or any increase in other material benefits, other than changes made in the ordinary course of business consistent with past compensation practices, pursuant to existing contractual commitments or as required by any Requirements of Law;
(viii) made any material change in the accounting policies applied in the preparation of the Financial Statements, unless such change is required by GAAP;
(ix) had any Real Property or personal property suf...
Recent Operations. Since March 31, 2000, the Business has been conducted in all material respects in the ordinary course and consistent with past practice, and, except as set forth in Schedule 3.17, since March 31, 2000, the Seller has not:
(a) permitted or allowed any of its assets or properties (whether tangible or intangible) to be subjected to any Encumbrance, other than Encumbrances that will be released at or prior to the Closing;
(b) amended, terminated, canceled or compromised any material claims or waived any other rights of value in excess of $10,000;
(c) sold, transferred, leased, subleased, licensed or otherwise disposed of any properties or assets, real, personal or mixed (including, without limitation, leasehold interests and intangible property), of or relating to the Business in excess of $10,000, other than the sale of
Recent Operations. Since December 31, 1996, (i) each of ----------------- the Companies has operated its business substantially as it was operated immediately prior to said date and only
