Subsequent Events. If, at any time on or after an Applicable Time but prior to the related Settlement Date, any event occurs as a result of which the Registration Statement or Prospectus would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made or the circumstances then prevailing not misleading, the Company will (i) notify promptly the Manager so that any use of the Registration Statement or Prospectus may cease until such are amended or supplemented; (ii) amend or supplement the Registration Statement or Prospectus to correct such statement or omission; and (iii) supply any amendment or supplement to the Manager in such quantities as the Manager may reasonably request.
Subsequent Events. Other than as set forth on EXHIBIT 2.16, Company has not, since the Balance Sheet Date:
(a) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, except in connection with the performance of this Agreement;
(b) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the Balance Sheet, (ii) liabilities incurred since the Balance Sheet Date in the ordinary course of business;
(c) Formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity;
(d) Made any payments to or loaned any money to any person or entity other than in the ordinary course of business;
(e) Lost or terminated any employee, patient, customer or supplier that has or may have, individually or in the aggregate, a material adverse effect on the Business;
(f) Increased or established any reserve for taxes or any other liability on its books or otherwise provided therefor, except as may have been required due to income or operations of Company since the Balance Sheet Date;
(g) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the Assets, tangible or intangible;
(h) Sold or contracted to sell or transferred or contracted to transfer any of the Assets or any other assets used in the conduct of the Business, canceled any debts or claims or waived any rights, except in the ordinary course of business;
(i) Except in the ordinary course or business consistent with past practices, granted any increase in the rates of pay of employees, consultants or agents, or by means of any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employee, consultant or agent;
(j) Authorized or incurred any capital expenditures in excess of Five Thousand and No/100 Dollars ($5,000.00);
(k) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than in the ordinary course of business or permitted hereunder;
(l) Redeemed, purchased, sold or issued any stock, bonds or other securities;
(m) Experienced damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting any of its properties, assets or business or the Business or the Assets,...
Subsequent Events. Advisor and the Company each agree to notify the other party if, subsequent to the date of this Agreement, either party incurs obligations which could compromise its efforts and obligations under this Agreement.
Subsequent Events. In the event that the Excise Tax is subsequently determined by the Accountants to be less than the amount taken into account hereunder in calculating the Tax Reimbursement Payment made, the Executive shall repay to the Corporation, at the time that the amount of such reduction in the Excise Tax is finally determined, the portion of such prior Tax Reimbursement Payment that has been paid to the Executive or to federal, state or local tax authorities on the Executive's behalf and that would not have been paid if such Excise Tax had been applied in initially calculating such Tax Reimbursement Payment, plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. Notwithstanding the foregoing, in the event any portion of the Tax Reimbursement Payment to be refunded to the Corporation has been paid to any federal, state or local tax authority, repayment thereof shall not be required until actual refund or credit of such portion has been made to the Executive, and interest payable to the Corporation shall not exceed interest received or credited to the Executive by such tax authority for the period it held such portion. The Executive and the Corporation shall mutually agree upon the course of action to be pursued (and the method of allocating the expenses thereof) if the Executive's good faith claim for refund or credit is denied. In the event that the Excise Tax is later determined by the Accountants to exceed the amount taken into account hereunder at the time the Tax Reimbursement Payment is made (including, but not limited to, by reason of any payment the existence or amount of which cannot be determined at the time of the Tax Reimbursement Payment), the Corporation shall make an additional Tax Reimbursement Payment in respect of such excess (which Tax Reimbursement Payment shall include any interest or penalty payable with respect to such excess) at the time that the amount of such excess is finally determined.
Subsequent Events. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument, or other document herein shall be construed as referring to such agreement, instrument, or other document as from time to time amended, supplemented, or otherwise modified (subject to any restrictions on such amendments, supplements, or modifications set forth herein), (ii) any reference to any Applicable Law herein shall be construed as referring to such Applicable Law as from time to time enacted, repealed, or amended, and (iii) any reference herein to any Person shall be construed to include the Person’s successors and assigns (subject to Section 11.4).
Subsequent Events. Since the Most Recent Fiscal Year End to, and including, the date hereof, except as otherwise set forth in Section 5.15 of the Disclosure Schedule: (a) The Business has been conducted and carried on only in the Ordinary Course; (b) Except for Inventory and supplies purchased, sold or otherwise disposed of in the Ordinary Course, Seller has not purchased, sold, leased, hypothecated, pledged or otherwise acquired or disposed of any properties or assets of or for the Business; (c) Seller has not sustained or incurred any loss or damage to any of the Purchased Assets (whether or not insured against) on account of fire, flood, accident or other calamity which has interfered with or affected, or may interfere with or affect, the operation of the Business; (d) There has been no Material Adverse Change and to Seller’s Knowledge no state of facts or basis exists which may reasonably be expected to give rise to any Material Adverse Change; (e) Seller has not waived, released or cancelled any claims against third parties or Indebtedness owing to Seller, or any rights which have a value in the aggregate in excess of $25,000 in connection with, or related to the Business, other than repayment of Indebtedness in the Ordinary Course; (f) Seller has not entered into, authorized or permitted any transaction with any Affiliate, shareholder, partner, director, officer or Employee of Seller in connection with or related to the Business; (g) Seller has not made any loans, advances or capital contributions to, or investments in, any other Person in connection with, or related to, the Business, except in the Ordinary Course; (h) Seller has not issued any note, bond or other debt security or created, incurred, assumed or guaranteed any Liability for borrowed money outside the Ordinary Course in connection with, or related to, the Business;
Subsequent Events. Except as set forth in Schedule 4.9, since December 31, 2011, the Acquired Entities have operated in the Ordinary Course of Business and, as of the date hereof there have been no events, series of events or the lack of occurrence thereof which, singularly or in the aggregate could reasonably be expected to have a Material Adverse Effect on any Acquired Entity. Without limiting the foregoing, since that date, none of the following have occurred:
(a) No Acquired Entity has sold, leased, transferred, or assigned any assets other than for a fair consideration in the Ordinary Course of Business and sales of assets not exceeding $15,000 singularly or $100,000 in the aggregate.
(b) No Acquired Entity has entered into any Contract (or series of related Contracts) either involving more than $20,000 or outside the Ordinary Course of Business.
(c) No Encumbrance has been imposed upon any assets of any Acquired Entity.
(d) No Acquired Entity has made any capital expenditure (or series of related capital expenditures) involving more than $20,000 individually, $100,000 in the aggregate, or outside the Ordinary Course of Business.
(e) No Acquired Entity has made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person involving more than $20,000 singularly, $100,000 in the aggregate, or outside the Ordinary Course of Business.
(f) No Acquired Entity has issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any Liability for borrowed money or capitalized lease Contract either involving more than $15,000 individually or $100,000 in the aggregate.
(g) No Acquired Entity has delayed or postponed the payment of accounts payable or other Liabilities either involving more than $50,000 (individually or in the aggregate) or outside the Ordinary Course of Business.
(h) No Acquired Entity has canceled, compromised, waived, or released any Action (or series of related Actions) either involving more than $50,000 or outside the Ordinary Course of Business.
(i) No Acquired Entity has granted any Contracts or any rights under or with respect to any Intellectual Property.
(j) There has been no change made or authorized to be made to the Organizational Documents of any Acquired Entity.
(k) No Acquired Entity has issued, sold, or otherwise disposed of any of its Equity Interests.
(l) No Acquired Entity has declared, set aside, or paid any dividend or made any distribution with respect to its Equity Inte...
Subsequent Events. Except as set forth on Schedule 3.9, since the Balance Sheet Date there has not been any Material Adverse Effect with respect to any of the Acquired Entities or any of its Subsidiaries. Without limiting the foregoing, since that date:
(a) none of the Acquired Entities nor any of its Subsidiaries has sold, leased, transferred or assigned any assets other than for a fair consideration in the Ordinary Course of Business;
(b) none of the Acquired Entities nor any of its Subsidiaries has entered into any Contract (or series of related Contracts) (i) involving more than CDN$500,000, with respect to any Conditional Sales Contract or (ii) with respect to Contracts other than Conditional Sales Contracts, either involving more than CDN$250,000 or that is entered into outside of the Ordinary Course of Business and except for Sales Contracts entered into in the Ordinary Course of Business;
(c) none of the Acquired Entities nor any of its Subsidiaries has terminated any Contract except for Contracts that have been terminated in the Ordinary Course of Business;
(d) no Seller Party that is party to any Contract to which any of the Acquired Entities or any of its Subsidiaries is a party or by which it is bound or any of its assets is subject has Breached any such Contract;
(e) no Encumbrance has been granted by any Seller Party upon any of the assets of any of the Acquired Entities or any of its Subsidiaries;
(f) none of the Acquired Entities nor any of its Subsidiaries has made any capital expenditure (or series of related capital expenditures) either involving more than CDN$250,000 or outside the Ordinary Course of Business;
(g) none of the Acquired Entities nor any of its Subsidiaries has 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 CDN$50,000 or outside the Ordinary Course of Business;
(h) none of the Acquired Entities nor any of its Subsidiaries has issued any note, bond or other debt security or created, incurred, assumed or guaranteed any Liability for borrowed money or capitalized lease Contract either involving more than CDN$100,000 individually or CDN$200,000 in the aggregate;
(i) none of the Acquired Entities nor any of its Subsidiaries has delayed or postponed the payment of accounts payable or other Liabilities either involving more than CDN$100,000 (individually or in the aggregate) or outside the ...
Subsequent Events. Except as set forth on Exhibit 3.10 to the Disclosure Schedule or disclosed in the NSC Documents, NSC has not, since the date of the NSC 10-K:
(a) Incurred any material adverse change.
(b) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the NSC Balance Sheet or (ii) liabilities incurred since the date of the last-filed NSC Document in the ordinary course of business, which discharge or satisfaction would have a material adverse effect on NSC.
(c) Increased or established any reserve for taxes or any other liability on its books or otherwise provided therefor which would have a material adverse effect on NSC, except as may have been required due to consolidated income or operations of NSC since the date of the NSC 10-K.
(d) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the assets, tangible or intangible, which assets are material to the consolidated business or financial condition of NSC.
(e) Sold or transferred any of the assets material to the consolidated business of NSC, canceled any material debts or claims or waived any material rights, except in the ordinary course of business.
(f) Granted any general or uniform increase in the rates of pay of employees or any material increase in salary payable or to become payable by NSC to any officer or employee, consultant or agent (other than normal merit increases), or by means of any bonus or pension plan, contract or other commitment, increased in a material respect the compensation of any officer, employee, consultant or agent.
(g) Except for this Plan of Merger and any other agreement executed and delivered pursuant to this Plan of Merger, entered into any material transaction other than in the ordinary course of business or permitted under other Sections hereof.
(h) Issued any stock, bonds or other securities, other than stock options granted to employees, directors or consultants of NSC or warrants granted to third parties, all of which are disclosed on Exhibit 3.2 to the Disclosure Schedule or reflected in the NSC Documents.
Subsequent Events. Since June 30, 2011, except for matters specifically relating to the transactions contemplated by this Agreement, the Seller has operated the Business in the Ordinary Course of Business and the Business has not suffered any Material Adverse Change. Without limiting the generality of the foregoing, since June 30, 2011, except as set forth on Schedule 3.5:
(a) no party (including the Seller) has accelerated, terminated, modified or canceled any agreement, contract, document, lease, or license (or series of related agreements, contracts, leases, and licenses) related to or affecting the Business involving more than $10,000 per annum to which the Seller is a party or by which the Seller is bound or which is otherwise Material to the Seller or the Business and, to the Knowledge of the Seller, no party intends to take any such action;
(b) the Seller has not experienced any damage, destruction, or loss (whether or not covered by insurance) to any of the Acquired Assets;
(c) the Seller has not entered into any contract, lease, or license (or series of related contracts, leases, and licenses) related to or affecting the Business;
(d) there has not been any other Material occurrence, event, incident, action, failure to act or transaction outside the Ordinary Course of Business involving the Business;
(e) the Seller has not sold, leased, transferred, or assigned any of the assets of the Business, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business;
(f) the Seller has not made any capital expenditure (or series of related capital expenditures) in connection with the Business either involving more than $10,000 in the aggregate or outside the Ordinary Course of Business;
(g) the Seller has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) in connection with or affecting the Business;
(h) the Seller has not granted any license or sublicense of any rights under or with respect to the Fume Intellectual Property;
(i) the Seller has not entered into any employment contract or collective bargaining agreement, written or oral, in connection with or affecting the Business or modified the terms of any existing such contract or agreement;
(j) the Seller has not written down the value of any Acquired Asset on its books or records, except for depreciation and amortization taken in the Ordinary Course of Business; and
(k) the Seller has not committed to do any of the foregoing.
