Status of Business Sample Clauses

Status of Business. (a) Since November 15, 2003, 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, 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 individually or in the aggregate has been materially adverse; (ii) Any material liability or obligation incurred or assumed, or any material contract, agreement, arrangement, purchase order, 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 Seller (whether or not covered by insurance); (vii) Any material changes in the accounting practices, depreciation or amortization policy or rates theretofore adopted by Seller, or any material revaluation or write-up or write-down of any of their assets; (viii) Any direct or indirect redemption, purchase or other acquisition for value by 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 Sellers officers, directors, agents, employees or members, or any bonus payment or similar arrangement with or for the benefit of any such person, any increase in benefits expense to Seller, any payments made or declared into any profit-sharing, pension, or other retirement plan for the benefit of employees of Seller, except in the ordinary course of business; (x) Any loans or advances between Seller and any Member or any family member or any associate or Affiliate of Seller or of any Shareholder; (xi) An...
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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
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. 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 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. (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. (a) Since March 31, 1997, the Business of Seller No. 1 and Seller No. 2 has been operated only in the ordinary course and, except as set forth in the Disclosure Schedule, there has not been with respect to the Business: (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 the Business, 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 No. 1 or Seller No. 2 or material claims known by Seller No. 1 or Seller No. 2 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 No. 1 or Seller No. 2 which materially adversely affects the Business or any of the properties of Seller No. 1 or Seller No. 2 (whether or not covered by insurance); (vii) Any material changes in the accounting practices, depreciation or amortization policy or rates theretofore adopted by Seller No. 1 or Seller No. 2, 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 Seller No. 1 or Seller No. 2 of its respective 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 Seller No. 1's or Seller No. 2'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 Seller No. 1 or Seller No. 2, any payments made or declared into any profit-sharing, pension, or other retirement plan for the benefit of employees of Seller No. 1 or Seller No. 2, except in the ordinary course of business; (x) Any material contract canceled or the terms thereof amen...
Sample 1
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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 (a) Except as expressly contemplated by this Agreement or consented to by the Buyer in writing (which consent will not be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement to the Closing or the earlier termination of this Agreement in accordance with Article XI hereof (the “Pre-Closing Period”), the Company shall, and shall cause each Consolidated Subsidiary to, conduct its operations only in the Ordinary Course of Business and in compliance with all applicable Laws and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep available the services of its current officers and employees and preserve its relationships with customers, vendors and independent contractors and consultants. Without limiting the generality of the foregoing, and except as expressly contemplated by this Agreement, during the Pre-Closing Period the Company shall not, and shall cause each Consolidated Subsidiary not to, without the written consent of the Buyer (which consent will not be unreasonably withheld, conditioned or delayed): (i) issue or sell any stock or other securities of the Company or any Consolidated Subsidiary or any options, warrants or rights to acquire any such stock or other securities; (ii) split, combine or reclassify any shares of its capital stock; or 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; (iii) create, incur or assume any Indebtedness in excess of $*** per occurrence or $*** in the aggregate, except accounts payable arising in the Ordinary Course of Business; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person; or make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; (iv) except as required to comply with applicable Law or agreements, plans or arrangements existing on the date of this Agreement and listed in the Disclosure Schedule (A) take any action with respect to, adopt, enter into, terminate or amend any Employee Benefit Plan or any collective bargaining agreement (other than matters with respect to lxxxxxxxx unions in Canada, following consultation with Buyer) (B) increase the compensation or benefits of, or pay or promise any bonus to, any director or officer, or materially modify their terms of employment or engagement, (C) amend or accelerate the payment, right to payment or vesting of any compensation or benefits, including any outstanding equity compensation, except in the Ordinary Course of Business, (D) hire any new officers or (except in the Ordinary Course of Business) any new employees, (E) grant any awards under any bonus, incentive, performance or other compensation plan or arrangement or benefit plan, including the grant of performance units or the removal of existing restrictions in any benefit plans or agreements or awards made thereunder, or (F) take any action to fund or in any other way secure the payment of compensation or benefits under any employee plan, agreement, contract or arrangement or benefit plan; *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (v) acquire, sell, lease, license or dispose of any material assets or property (including any shares or other equity interests in or securities of any Consolidated Subsidiary or any other corporation, partnership, association or other business organization or division thereof), other than (A) acquisition of capital assets permitted by subsection (xii) below, and (B) sales of obsolete or worn-out inventory or assets in the Ordinary Course of Business and having a fair market value of not more than $*** in the aggregate; (vi) mortgage or pledge any of its property or assets or subject any such property or assets to any Lien (other than Permitted Encumbrances); (vii) amend its charter, bylaws, certificate of formation, limited liability company agreement or other organizational documents; (viii) change the flag or registry of a Vessel; (ix) change its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP; (x) make or change any Tax election, change an annual accounting period, file any amended Tax Return, enter into any closing agreement, waive or extend any statute of limitation with respect to Taxes, settle or compromise any Tax Liability, claim or assessment, surrender any right to claim a refund of Taxes or take any other similar action relating to the filing of any Tax Return or the payment of any Tax; (xi) 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 contract or agreement of a nature required to be listed in Section 5.17 of the Disclosure Schedule, except in the Ordinary Course of Business, provided, for avoidance of doubt, amendments, modifications and termination of ocean service contracts with customers shall be deemed to be in the Ordinary Course of Business; (xii) make or commit to make any capital expenditures in an aggregate amount exceeding by more than *** the year-to-date budgeted expenditures set forth on Schedule 6.3(a)(xii); (xiii) institute or settle any material Legal Proceeding, except in the Ordinary Course of Business, provided for avoidance of doubt, settlements of cargo damage and loss claims by customers and claims of salvors or declaration and settlement of any general average shall be deemed in the Ordinary Course of Business; or (xiv) agree in writing or otherwise to take any of the foregoing actions. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Notwithstanding anything to the contrary herein, certain business conducted by the Company and Consolidated Subsidiaries may be in competition with business conducted by one or more subsidiaries of Buyer (such businesses referred to herein as the “Competing Trades”). Nothing in this Agreement is intended to restrict the Company, the Consolidated Subsidiaries or the Buyer and its subsidiaries from continuing to engage in business in competition with each other.

  • 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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