Status of Business Sample Clauses

Status of Business. (a) Since October 2, 1998, Business No. 1 and Business No. 2 of the Seller have been operated only in the ordinary course, and, except as set forth in the Disclosure Schedule or permitted under Section 2.4 dealing with Excluded Assets, there has not been with respect to Business Xx. 0 xxx/xx Xxxxxxxx Xx. 0: (i) Any material change in its condition (financial or other), assets, liabilities, obligations, business or earnings, except changes in the ordinary course of business, none of which in the aggregate has been materially adverse; (ii) Any material liability or obligation incurred or assumed, or any material contract, agreement, arrangement, lease (as lessor or lessee), or other commitment entered into or assumed, on behalf of Business No. 1 and/or Business No. 2, whether written or oral, except in the ordinary course of business; (iii) Any purchase or sale of material assets in anticipation of this Agreement, or any purchase, lease, sale, abandonment or other disposition of material assets, except in the ordinary course of business; (iv) Any waiver or release of any material rights, except for rights of nominal value; (v) Any cancellation or compromise of any material debts owed to Seller or material claims known by Seller against another person or entity, except in the ordinary course of business; (vi) Any damage or destruction to or loss of any physical assets or property of Seller which materially adversely affects Business No. 1 and/or Business No. 2 or any of the properties of the Seller (whether or not covered by insurance); (vii) Any material changes in the accounting practices, depreciation or amortization policy or rates theretofore adopted by the Seller, or any material revaluation or write-up or write-down of any of its assets; (viii) Any direct or indirect redemption, purchase or other acquisition for value by the Seller of its shares, or any agreement to do so; (ix) Any material increase in the compensation levels or in the method of determining the compensation of any of the Seller's officers, directors, agents or employees, or any bonus payment or similar arrangement with or for the benefit of any such person, any increase in benefits expense to the Seller, any payments made or declared into any profit-sharing, pension, or other retirement plan for the benefit of employees of the Seller, except in the ordinary course of business; (x) Any loans or advances between the Seller and any Shareholder, or any family member or any associate or Aff...
Sample 1See All (8)
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Status of Business. (a) Seller has furnished to Purchaser the unaudited balance sheet as of December 31, 1999 for the Seller's MCO Business and the unaudited profit and loss statements for Seller's MCO Business for the twelve (12) month period ended December 31, 1999 showing total revenues for Seller's MCO Business for such twelve (12) month period of not less than $2,575,877.00 (excluding medical review revenues not being transferred) and for the six (6) month period ended June 30, 2000 showing total revenues from Seller's MCO Business for such six (6) month period of not less than $1,363,550.00 (excluding medical review revenues not being transferred). All such financial statements, as set forth on Exhibit 5.4(a), are true, correct and complete in all material respects and present fairly the financial condition of the Business at the dates and for the periods indicated. (b) Exhibit 5.4(b) hereof is a true and complete list of all employers for which Seller provides managed care services in accordance with Seller's contract with the BWC. Neither Seller nor, to the knowledge of Seller or HealthPlan, any employer for which Seller provides managed care services is in default of any material obligation under any agreement relating to Seller's contract with the BWC. (c) Since December 31, 1999, Seller's MCO Business has been operated only in the ordinary course, and, except as set forth on Exhibit 5.4(c), there has not been with respect to Seller's MCO Business: (i) any material change in its condition (financial or otherwise), assets, liabilities, obligations, business, earnings or prospects, except changes in the ordinary course of business, none of which in the aggregate has been materially adverse; (ii) any liability or obligation incurred or assumed, or any contract, agreement, arrangement, lease (as lessor or lessee), or other commitment entered into or assumed, on behalf of Seller's MCO Business, whether written or oral, except in the ordinary course of business; (iii) any purchase or sale of assets in anticipation of this Agreement, or any purchase, lease, sale, abandonment or other disposition of assets otherwise than in the ordinary course of business; (iv) any waiver or release of any rights, except in the ordinary course of business or for rights of nominal value; (v) any cancellations or compromise of any debts owed to it or known claims against others except for write-offs in the ordinary course of business; (vi) any transfer or grant of any material rights under an...
Sample 1
Status of Business. Subject to the terms and conditions of this Agreement, during the Measuring Period, the Core Business shall be operated by Buyer as a separate division of Buyer (or its Affiliates) under the direction and control of Buyer’s Board of Directors. Schleck shall be a member of Buyer’s Board of Directors during the Measurement Period; provided, however, in the event he ceases to be an employee of Buyer (or its Affiliates) for any reason other than the termination of Schleck’s employment by Buyer without cause (including death, disability or retirement), he may be removed from such director position.
Sample 1
Status of Business. (a) Seller has furnished to Purchaser the following financial statements and information: (i) the unaudited balance sheet as of December 31, 1999 for the UC Business; (ii) the unaudited balance sheet as of December 31, 1999 for the WC Business; (iii) the unaudited profit and loss statements for the UC Business for the twelve month period ended December 31, 1999, showing total revenues of the UC Business for such twelve month period of not less than $10,681,050.00; (iv) the unaudited profit and loss statements for the WC Business for the twelve month period ended December 31, 1999, showing total revenues of the WC Business for such twelve month period of not less than $3,048,534.00; (v) the unaudited profit and loss statements for the UC Business for the five month period ended May 31, 2000, showing total revenues of the UC Business of not less than $4,526,278.00; and (vi) the unaudited profit and loss statements for the WC Business for the five month period ended May 31, 2000, showing total revenues of the WC Business of not less than $964,847.00. All such financial statements, as set forth on Exhibit 5.4(a) are true, correct and complete in all material respects and present fairly the financial condition of the Business at the dates and for the periods indicated. (b) Exhibit 1.2(f) contains a true and complete list of all parties who have Service Agreements, oral or written, under which Seller is obligated to render unemployment claims administration services or workers compensation third party administrator services, or from which Seller derives income, fees, commissions or other revenues for the UC Business and/or the WC Business and for which Seller has not received notice of intent to terminate. Access to all such written Service Agreements have been provided to Purchaser prior to the Closing. Exhibit 1.2(f) also identifies the Annual In-Place Revenue for the services under the Service Agreements. As of the date of this Agreement, to the knowledge of the Seller, each of the Service Agreements is valid, binding and in full force and effect in accordance with its terms. As of the date hereof, neither Seller nor, to the knowledge of Seller, any party thereto is in default of any material obligation under any of the Service Agreements and neither Seller nor to the knowledge of Seller any party thereto has indicated its intention to cancel or not renew any Service Agreement at the end of the current term thereof. (c) Since December 31, 1999, the Business h...
Sample 1
Status of Business. (a) Since December 31, 1999, Business No. 1 and Business No. 2 of the Sellers have been operated only in the ordinary course, and, except as set forth in the Disclosure Schedule, there has not been with respect to Business No. 1 and/or Business No. 2: (x) Xxx xxxxxxal change in its condition (financial or other), assets, liabilities, obligations, business or earnings, except changes in the ordinary course of business, none of which in the aggregate has been materially adverse; (ii) Any material liability or obligation incurred or assumed, or any material contract, agreement, arrangement, lease (as lessor or lessee), or other commitment entered into or assumed, on behalf of Business No. 1 and/or Business No. 2, whether written or oral, except in the ordinary course of business; (iii) Any purchxxx xx xxxx xx xxxxxxxx xxxxxx in anticipation of this Agreement, or any purchase, lease, sale, abandonment or other disposition of material assets, except in the ordinary course of business; (iv) Any waiver or release of any material rights, except for rights of nominal value;
Sample 1
Status of Business. 5.3.1. Financial Statements Disclosure Schedule 5.3.1. consists of the following financial statements: Internally prepared balance sheet of Seller as of June 30, 1996, together with the related statement of income;
Sample 1

Related to Status of Business

  • Lines of Business Enter into any business, either directly or through any Subsidiary, except for those businesses in which the Borrower and its Subsidiaries are engaged on the date of this Agreement or that are reasonably related thereto.

  • Operation of Business Except as contemplated by this Agreement or as set forth in Schedule 4.4, during the period from the date of this Agreement to the Effective Time, the Company shall conduct its operations in the Ordinary Course of Business and in material compliance with all applicable laws and regulations and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall not be impaired in any material respect. Without limiting the generality of the foregoing, prior to the Effective Time, the Company shall not, without the written consent of the Parent (which shall not be unreasonably withheld or delayed): (a) issue or sell, or redeem or repurchase, any stock or other securities of the Company or any warrants, options or other rights to acquire any such stock or other securities; (b) split, combine or reclassify any shares of its capital stock; declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; (c) create, incur or assume any indebtedness (including obligations in respect of capital leases) except in the Ordinary Course of Business or in connection with the transactions contemplated by this Agreement; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person or entity; or make any loans, advances or capital contributions to, or investments in, any other person or entity; (d) enter into, adopt or amend any Employee Benefit Plan or any employment or severance agreement or arrangement or (except for normal increases in the Ordinary Course of Business for employees who are not Affiliates) increase in any manner the compensation or fringe benefits of, or materially modify the employment terms of, its directors, officers or employees, generally or individually, or pay any bonus or other benefit to its directors, officers or employees; (e) acquire, sell, lease, license or dispose of any assets or property (including without limitation any shares or other equity interests in or securities of any corporation, partnership, association or other business organization or division thereof), other than purchases and sales of assets in the Ordinary Course of Business; (f) mortgage or pledge any of its property or assets or subject any such property or assets to any Security Interest; (g) discharge or satisfy any Security Interest or pay any obligation or liability other than in the Ordinary Course of Business; (h) amend its charter, by-laws or other organizational documents; (i) change in any material respect its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP; (j) enter into, amend, terminate, take or omit to take any action that would constitute a violation of or default under, or waive any rights under, any material contract or agreement; (k) institute or settle any Legal Proceeding; (l) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (i) any of the representations and warranties of the Company set forth in this Agreement, when construed collectively, becoming untrue or (ii) any of the conditions to the Merger set forth in Article V not being satisfied; or (m) agree in writing or otherwise to take any of the foregoing actions.

  • Character of Business Change the general character of business as conducted at the date hereof, or engage in any type of business not reasonably related to its business as presently conducted.

  • Terms of Business Capitalised terms used in this API Agreement have the meanings given to them in our Terms of Business, unless the context requires otherwise or unless separately defined in this API Agreement. The same rules of interpretation set out in our Terms of Business apply in this API Agreement. If there is any inconsistency between the provisions of the API Agreement and our Agreement, the Terms of Business will prevail unless the provision relates exclusively to your use of our API, in which case API Agreement will prevail. In all other circumstances.

  • Cessation of Business Any Obligor suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business.

  • Suspension of Business Suspend or go out of a substantial portion of its business.

  • No Control of Other Party’s Business Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.

  • Transfer of Business Where a transfer of business occurs, an Employee who worked with the old employer and who continues in the service of the new employer will be entitled to count her/his service with the old employer as service with the new employer for the purposes of this clause.

  • Management of Business (a) No Limited Partner or Assignee (other than the General Partner, any of its Affiliates or any officer, director, employee, agent or trustee of the General Partner, the Partnership or any of their Affiliates, in their capacity as such) shall take part in the operation, management or control (within the meaning of the Act) of the Partnership’s business, transact any business in the Partnership’s name or have the power to sign documents for or otherwise bind the Partnership. (b) The transaction of any such business by the General Partner, any of its Affiliates or any officer, director, employee, partner, agent or trustee of the General Partner, the Partnership or any of their Affiliates, in their capacity as such, shall not affect, impair or eliminate the limitations on the liability of the Limited Partners or Assignees under this Agreement.

  • Change in Nature of Business Engage in any material line of business substantially different from those lines of business conducted by the Borrower and its Subsidiaries on the date hereof or any business substantially related or incidental thereto.

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