Subsequent Events. Except as set forth in Section 4.8 of the Seller Disclosure Schedule or as permitted or contemplated by this Agreement, since the date of the Most Recent Year End, the Company has conducted its business in the Ordinary Course of Business in all material respects, and there has not been: (a) any Material Adverse Effect with respect to the Company; (b) any change in the assets, liabilities, financial condition or operating results of the Company, except changes and in the Ordinary Course of Business that have not been, in the aggregate, materially adverse; (c) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, or the business of the Company (as such business is presently conducted); Table of Contents (d) sale, lease, assignment, license, transfer or other disposition of any of the Company assets or portion thereof (other than sales of inventory or licensing of intellectual property rights, in each case, in the Ordinary Course of Business); (e) any amendment of the Company’s organizational documents; (f) any adoption or entering into any partnership, shareholders’ agreement or joint venture agreement with any Person; (g) any waiver by the Company of a valuable right or of a material debt owed to it; (h) (i) any material change, breach, cancellation of a material term or amendment to a Material Contract or (ii) any new Material Contract entered into by the Company; (i) any capital expenditures or other expenditures with respect to capital additions or betterments related to the Company, or any commitments therefor, in excess of $25,000; (j) any incurrence, assumption or guarantee of any Indebtedness (other than with respect to the Company’s line of credit), or waiver, cancellation, modification, payment (except for regularly scheduled payments of principal and interest), discharge or settlement of any Indebtedness, claims or rights of substantial value; (k) any resignation or termination of employment of any officer of the Company; (l) any Security Interest created by the Company with respect to any of its material properties or assets, except Permitted Liens; (m) any loans or guarantees made by the Company to or for the benefit of its Business Employees, officers or directors, or any members of their immediate families, other than advances made in the Ordinary Course of Business (n) any change in Tax election, and the Company has not entered into any closing agreement, settlement or compromise of any claim or assessment, amended any Tax Return, filed any Tax Return (other than consistent with past practice and applicable Law), or surrendered any claim for a refund of material Taxes; Table of Contents (o) any change in any method of accounting or accounting practice, except as required by GAAP or applicable Law, or change in the Company’s cash management practices, policies or procedures with respect to the collection of accounts receivable and the payment of accounts payable, prepayment of expenses, establishment of reserves for uncollectable accounts, accrual of expenses, deferral of revenue, including any acceleration or delay of collections of receivables in advance of or beyond their regular due dates when they would have been collected in the Ordinary Course of Business; (p) any declaration, setting aside or payment or other dividend in respect of any of the Company’s capital stock, or any direct or indirect redemption, purchase or other acquisition of any of such shares of capital stock by the Company; (q) hired or engaged any Person on a full-time, part-time, consulting, independent contractor or other basis with an annualized base salary or equivalent annual compensation in excess of $50,000 or otherwise hired or engaged any officer, director, employee, independent contractor or other agent or service provider, with, or entered into, amended, modified, or terminated any employment or consulting agreement involving, an annualized base salary or equivalent annual compensation in excess of $50,000; (r) any increase in the salary or other compensation or fringe benefit of the Company’s directors, officers, Business Employees or consultants (other than increases in the base salaries in the Ordinary Course of Business), or grant of any bonus (whether monetary or otherwise) or advance (other than advances for ordinary business expenses made in the Ordinary Course of Business) to any such director, officer, Business Employee or consultant of the Company; (s) any adoption, amendment, modification or termination to, or failure to make contributions to, or increase to the benefits under, any Employee Benefit Plan for which Business Employees are or may become eligible other than as may be required by the terms of such Employee Benefit Plan or under relevant Law, or as may occur in the Ordinary Course of Business; (t) to the Seller’s Knowledge, any other event or condition of any character that might materially and adversely affect the assets, properties, financial condition, operating results or the business of the Company (as such business is presently conducted); or (u) any agreement or commitment by the Company to do any of the things described in this Section 4.8. Table of Contents
Appears in 1 contract
Subsequent Events. Except as set forth in Section 4.8 of the Seller Disclosure Schedule or as permitted or contemplated by this Agreement4.1(g), since the date of the Most Recent Year EndSeptember 30, the Company 1997, STR has conducted its business in the Ordinary Course of Business in all material respects, and there has not beennot:
(ai) issued, sold, purchased or redeemed any Material Adverse Effect with respect shares of its capital stock; granted any stock options or made any other commitment to the Companyissue or sell shares of its capital stock; amended its Articles of Incorporation or Bylaws; or declared, set aside or made any payment or distribution upon its capital stock;
(bii) incurred any change in the assets, liabilities, financial condition liability or operating results of the Companyobligation under agreements or otherwise, except changes and in the Ordinary Course of Business that have not been, in the aggregate, materially adverse;
(c) any damage, destruction current liabilities entered into or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, or the business of the Company (as such business is presently conducted); Table of Contents
(d) sale, lease, assignment, license, transfer or other disposition of any of the Company assets or portion thereof (other than sales of inventory or licensing of intellectual property rights, in each case, incurred in the Ordinary Course of Business); issued any notes or other corporate debt securities; or waived any of its rights;
(eiii) any amendment of the Company’s organizational documents;
(f) any adoption mortgaged, pledged or entering into any partnership, shareholders’ agreement or joint venture agreement with any Person;
(g) any waiver by the Company of a valuable right or of a material debt owed to it;
(h) (i) any material change, breach, cancellation of a material term or amendment to a Material Contract or (ii) any new Material Contract entered into by the Company;
(i) any capital expenditures or other expenditures with respect to capital additions or betterments related to the Company, or any commitments therefor, in excess of $25,000;
(j) any incurrence, assumption or guarantee of any Indebtedness (other than with respect to the Company’s line of credit), or waiver, cancellation, modification, payment (except for regularly scheduled payments of principal and interest), discharge or settlement of any Indebtedness, claims or rights of substantial value;
(k) any resignation or termination of employment of any officer of the Company;
(l) any Security Interest created by the Company with respect subjected to any of its material properties or assetslien any asset or, except Permitted Liens;
(m) any loans or guarantees made by the Company to or for the benefit of its Business Employees, officers or directors, or any members of their immediate families, other than advances made in the Ordinary Course of Business
(n) any change in Tax election, and the Company has not entered into any closing agreementlease of real property, settlement machinery, equipment or compromise buildings, or sold or transferred any intangible asset;
(iv) effected any increases in salary, wage or other compensation of any claim kind, whether current or assessmentdeferred, amended to any Tax Returnofficer, filed any Tax Return (employee, agent, broker or consultant, other than consistent routine increases in the Ordinary Course of Business; entered into any salary, wage or other compensation agreement with past practice and applicable Law), a term of one year or surrendered longer with any claim employee or made any contribution to any trust or plan for a refund the benefit of material Taxes; Table of Contents
(o) any change in any method of accounting or accounting practice, employees except as required by GAAP or applicable Law, or change the terms thereof as now in the Company’s cash management practices, policies or procedures with respect to the collection of accounts receivable and the payment of accounts payable, prepayment of expenses, establishment of reserves for uncollectable accounts, accrual of expenses, deferral of revenue, including effect;
(v) entered into any acceleration or delay of collections of receivables in advance of or beyond their regular due dates when they would have been collected material transaction other than in the Ordinary Course of Business;
(pvi) suffered any declarationdamage, setting aside destruction or payment or other dividend in respect of loss to any of the Company’s capital stock, its properties or any direct assets (whether or indirect redemption, purchase or other acquisition of any of such shares of capital stock not covered by the Companyinsurance);
(qvii) hired or engaged suffered any Person on a full-time, part-time, consulting, independent contractor or other basis with an annualized base salary or equivalent annual compensation in excess of $50,000 or otherwise hired or engaged any officer, director, employee, independent contractor or other agent or service provider, with, or entered into, amended, modified, or terminated any employment or consulting agreement involving, an annualized base salary or equivalent annual compensation in excess of $50,000;
(r) any increase adverse changes which in the salary aggregate have had or other compensation or fringe benefit of are reasonably likely to have a material adverse effect on the Company’s directors, officers, Business Employees or consultants (other than increases in the base salaries in the Ordinary Course of Business), or grant of any bonus (whether monetary or otherwise) or advance (other than advances for ordinary business expenses made in the Ordinary Course of Business) to any such director, officer, Business Employee or consultant of the Company;
(s) any adoption, amendment, modification or termination to, or failure to make contributions to, or increase to the benefits under, any Employee Benefit Plan for which Business Employees are or may become eligible other than as may be required by the terms of such Employee Benefit Plan or under relevant Law, or as may occur in the Ordinary Course of Business;
(t) to the Seller’s Knowledge, any other event or condition of any character that might materially and adversely affect the assets, propertiesbusiness, financial condition, operating results condition or the business prospects of the Company (as such business is presently conducted)STR; or
(uviii) become (A) subject to any agreement outstanding injunction, judgment, order, decree, ruling or commitment by charge or (B) a party or, to the Company Knowledge of STR, is threatened to do be made a party, to any action, suit, proceeding, hearing, or investigation of, in or before any court or quasi- judicial or administrative agency of the things described in this Section 4.8. Table any federal, state, local, or foreign jurisdiction of Contentsbefore any arbitrator.
Appears in 1 contract
Subsequent Events. Except as set forth on Section 4.6 of the Disclosure Schedule, since the Balance Sheet Date, (i) neither the Company nor its Subsidiaries have experienced an Event or occurrence which has had a Material Adverse Effect, (ii) the Company and its Subsidiaries have conducted the Business in the Ordinary Course of Business, and (iii) none of the Company, its Subsidiaries or the Business has:
(a) Acquired, sold, assigned, leased, licensed, transferred or otherwise disposed of any assets of the Company, its Subsidiaries or the Business (including Company Intellectual Property) outside the Ordinary Course of Business;
(b) incurred any Indebtedness, other than as set forth in Section 4.8 4.5(b) of the Seller Disclosure Schedule or as permitted or contemplated by this AgreementSchedule, since the date of the Most Recent Year End, the Company has conducted its business except for borrowing in the Ordinary Course of Business under existing facilities which will be paid in all material respects, and there has not been:full at or prior to the Closing;
(ac) made or agreed to make any Material Adverse Effect capital expenditure or commitment exceeding $20,000 individually or $75,000 in the aggregate;
(d) mortgaged, pledged or subjected any of its assets or properties of any kind (including any Company Intellectual Property) to any Lien (other than Permitted Liens);
(e) sold, assigned, leased, licensed, transferred or otherwise disposed of any of its assets or properties of any kind (including Intellectual Property), other than in the Ordinary Course of Business;
(f) suffered any damage, destruction or loss (whether or not covered by insurance) to its assets or property in excess of $50,000;
(g) entered into any agreement, contract or commitment for the sale, assign, lease, license, transfer or otherwise dispose of any Company Intellectual Property or any agreement, contract or commitment or modification or amendment to any agreement with respect to Company Intellectual Property with any Person, except non-exclusive licenses or sublicenses granted in the CompanyOrdinary Course of Business;
(bh) abandoned or allowed to lapse or failed to maintain in full force and effect any Registered IP, or failed to take or maintain reasonable measures to protect the confidentiality or value of any trade secrets included in the Company Intellectual Property;
(i) declared, set aside or paid any dividend or distributed cash or other property to any Person with respect to any Equity Securities, redeemed or otherwise acquired any Equity Securities or warrants, options or other rights to acquire any Equity Securities;
(j) issued, sold, transferred, redeemed, split, combined or reclassified any of its Equity Securities;
(k) formed, or entered into any commitment to form, a subsidiary, or acquired, or entered into any commitment to acquire, an interest in any corporation, association, joint venture, partnership or other business entity or division thereof;
(l) made or granted any bonus or any wage or salary increase to (i) any of its directors or officers (irrespective of such Person’s annual base salary) or (ii) employees, consultants or other service providers whose annual base salary is in excess of $150,000 per year except an increase in the Ordinary Course of Business, as required by any Material Contract, the terms of any Benefit Plan, or Law, or with respect to such Persons, made any other change in employment terms outside the Ordinary Course of Business;
(m) made any change in or amendment to any Organizational Documents of the Company or its Subsidiaries;
(n) (i) acquired, agreed to acquire (whether by merger or consolidation, the purchase of an equity interest or a material portion of the assets, liabilities, financial condition ) or operating results otherwise paid for the option to acquire any Equity Securities or material portion of the Companyassets or property of any Person, (ii) made capital contributions to, or investments in, any Person, or (iii) merged or consolidated with any Person or adopted a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other equity reorganization;
(o) accelerated, terminated (other than due to a non-renewal upon expiration of a Contract in the Ordinary Course of Business) or materially modified (except changes with respect to renewals of customer Contracts in the Ordinary Course of Business) any Contract (or series of related Contracts) to which the Company or its Subsidiaries are a party or by which the Company and its Subsidiaries are subject or otherwise bound either involving more than $10,000 or outside the Ordinary Course of Business;
(p) settled or compromised any Action, right or claim (or series of related Action, rights or claims) involving more than $10,000 or imposing any injunctive or other non-monetary relief;
(q) entered into, renewed, renegotiated, modified the terms of or terminated any employment agreement, collective bargaining agreement or any agreement with a Union;
(r) terminated any employee whose annual salary exceeded $150,000, other than in the Ordinary Course of Business that have not beenor as required by applicable Law, in the aggregate, materially adverseeach case other than for “cause” or poor performance;
(cs) paid, discharged, released, waived or satisfied any damageclaims, destruction rights or lossliabilities, whether other than the payment, discharge or not covered satisfaction in the Ordinary Course of Business of liabilities reflected on the Latest Balance Sheet or incurred in the Ordinary Course of Business after the Balance Sheet Date;
(t) has (i) failed to pay and discharge current liabilities in the Ordinary Course of Business, (ii) accelerated or delayed the collection of accounts receivable in advance of or beyond the dates when the same would have been collected in the Ordinary Course of Business, (iii) offered or encouraged any customer a discount or other inducement to accelerate xxxxxxxx and collections or (iv) billed for any Contract that would have been billed after the Closing in the Ordinary Course of Business;
(u) adopted or changed accounting methods or practices (including any change in depreciation or amortization policies or rates or any change to practices that would impact the methodology for recognizing revenue) other than as required by insuranceGAAP or as disclosed in the notes to the Financial Statements;
(v) other than in the Ordinary Course of Business, materially (i) made any change in terms of distribution of products or services, (ii) made any change to its pricing, discount, allowance or return policies, (iii) granted any pricing, discount, allowance or return terms for any customer or vendor, including by modifying the manner in which it licenses or otherwise distributes its products, including making any material change in the proportion of fully paid-up and adversely affecting the assets, properties, financial condition, operating resultssubscription-based licenses granted to customers, or (iv) decreased the business amount of any subscription and support renewal fees due, directly or indirectly, to the Company (as or its Subsidiaries from the amount of such business is presently conducted); Table of Contentssubscription and support renewal fee payable to the Business during the preceding twelve-month period;
(dw) saleadopted, leaseamended or terminated any Benefit Plan, assignmentprogram or arrangement or otherwise increased (or otherwise agreed to increase) the benefits provided to any directors, licenseofficers, transfer employees, consultants or other disposition of any of the Company assets or portion thereof service providers (other than sales of inventory or licensing of intellectual property rights, in each case, in the Ordinary Course of Business);
(ex) entered into or amended any amendment of employment, consultancy, deferred compensation, severance, settlement, release, conciliation or similar agreement, or increased the Company’s organizational documentscompensation payable or to become payable by such agreement;
(fy) made any adoption loan to, or entering entered into any partnershipother transaction with, shareholders’ agreement any of its Affiliates, directors, officers, employees, consultants or joint venture agreement with any Personother service providers;
(gz) any waiver by the Company of a valuable right or of a material debt owed to it;
(h) (i) any material change, breach, cancellation of a material term or amendment to a Material Contract or (ii) any new Material Contract entered into by the Company;
(i) any capital expenditures or other expenditures with respect to capital additions or betterments related to the Company, or any commitments therefor, in excess of $25,000;
(j) any incurrence, assumption or guarantee of any Indebtedness (other than with respect to the Company’s line of credit), or waiver, cancellation, modification, payment (except for regularly scheduled payments of principal and interest), discharge or settlement of any Indebtedness, claims or rights of substantial value;
(k) any resignation or termination of employment of any officer of the Company;
(l) any Security Interest created by the Company with respect to any of its material properties or assets, except Permitted Liens;
(m) any loans or guarantees made by the Company to or for the benefit of its Business Employees, officers or directors, or any members of their immediate families, other than advances made in the Ordinary Course of Business
(n) any change in Tax election, Business and the Company has not entered into any closing agreement, settlement or compromise of any claim or assessment, amended any Tax Return, filed any Tax Return (other than consistent with past practice and applicable Law), or surrendered any claim for a refund of material Taxes; Table of Contents
(o) any change in any method of accounting or accounting practice, except as required by GAAP any Benefit Plan or applicable by Law, increased, amended, adopted, or change terminated in any material respect the Company’s cash management practicescoverage or benefits available under any severance pay, policies termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or procedures other incentive compensation, insurance, pension or other employee benefit plan, including any Benefit Plan, payment or arrangement, made to, for or with such current or former directors, officers, employees or other service providers, as applicable;
(aa) made, changed, revoked or otherwise modified any Tax election affecting it inconsistent with prior practices other than Ordinary Course of Business; adopted or changed any accounting method with respect to Taxes; filed any amended Tax Return; entered into any “closing agreement” as described in Section 7121 of the collection Code (or any corresponding or similar provision of accounts receivable and state, local, non-U.S. or other Tax Law); entered into any Tax sharing, Tax indemnity, Tax allocation or similar agreement or Contract, other than ordinary commercial agreements the payment primary purpose of accounts payablewhich is not the indemnification, prepayment sharing, or allocation of expenses, establishment Taxes; settled any Tax claim or assessment; surrendered any right to claim a refund or credit of reserves Taxes; incurred any liability for uncollectable accounts, accrual of expenses, deferral of revenue, including any acceleration or delay of collections of receivables in advance of or beyond their regular due dates when they would have been collected in Taxes outside the Ordinary Course of Business;; and
(pab) any declarationcommitted to or agreed, setting aside whether orally or payment or other dividend in respect of any of the Company’s capital stockwriting, or any direct or indirect redemption, purchase or other acquisition of any of such shares of capital stock by the Company;
(q) hired or engaged any Person on a full-time, part-time, consulting, independent contractor or other basis with an annualized base salary or equivalent annual compensation in excess of $50,000 or otherwise hired or engaged any officer, director, employee, independent contractor or other agent or service provider, with, or entered into, amended, modified, or terminated any employment or consulting agreement involving, an annualized base salary or equivalent annual compensation in excess of $50,000;
(r) any increase in the salary or other compensation or fringe benefit of the Company’s directors, officers, Business Employees or consultants (other than increases in the base salaries in the Ordinary Course of Business), or grant of any bonus (whether monetary or otherwise) or advance (other than advances for ordinary business expenses made in the Ordinary Course of Business) to any such director, officer, Business Employee or consultant of the Company;
(s) any adoption, amendment, modification or termination to, or failure to make contributions to, or increase to the benefits under, any Employee Benefit Plan for which Business Employees are or may become eligible other than as may be required by the terms of such Employee Benefit Plan or under relevant Law, or as may occur in the Ordinary Course of Business;
(t) to the Seller’s Knowledge, any other event or condition of any character that might materially and adversely affect the assets, properties, financial condition, operating results or the business of the Company (as such business is presently conducted); or
(u) any agreement or commitment by the Company to do any of the things described in this Section 4.8. Table of Contentsforegoing.
Appears in 1 contract
Subsequent Events. Except as set forth in Section 4.8 Since December 31, 2003, except, with respect to acts or occurrences after the date of the Seller Disclosure Schedule or as permitted or contemplated by this Agreement, since to the date of the Most Recent Year Endextent permitted under Sections 5(c), the Company has conducted its business in the Ordinary Course of Business in all material respects5(f), and there has not been:
5(j) or 5(m) (a) any Material Adverse Effect or with respect to which the Company;
(b) any change consequences therefrom are addressed in the assets, liabilities, financial condition or operating results of the Company, except changes and in the Ordinary Course of Business that have not been, in the aggregate, materially adverse;
(c) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, or the business of the Company (as such business is presently conducted); Table of Contents
(d) sale, lease, assignment, license, transfer or other disposition of any of the Company assets or portion thereof (other than sales of inventory or licensing of intellectual property rights, in each case, in the Ordinary Course of Business);
(e) any amendment of the Company’s organizational documents;
(f) any adoption or entering into any partnership, shareholders’ agreement or joint venture agreement with any Person;
(g) any waiver by the Company of a valuable right or of a material debt owed to it;
(h) (i) any material change, breach, cancellation of a material term or amendment to a Material Contract or (ii) any new Material Contract entered into by the Company;sections):
(i) there has not been any capital expenditures or other expenditures with respect to capital additions or betterments related to the Company, or any commitments therefor, in excess of $25,000Material Adverse Effect;
(jii) any incurrence, assumption or guarantee of any Indebtedness (other than with respect to the Company’s line of credit), or waiver, cancellation, modification, payment (except for regularly scheduled payments of principal and interest), discharge or settlement of any Indebtedness, claims or rights of substantial value;
(k) any resignation or termination of employment of any officer of the Company;
(l) any Security Interest created by the Company with respect to any of its material properties or assets, except Permitted Liens;
(m) any loans or guarantees made by the Company to or for the benefit of its Crude Oil Business Employees, officers or directors, or any members of their immediate families, other than advances made in the Ordinary Course of Business
(n) any change in Tax election, and the Company has not entered into any closing agreement, settlement or compromise of any claim or assessment, amended any Tax Return, filed any Tax Return (other than consistent with past practice and applicable Law), or surrendered any claim for a refund of material Taxes; Table of Contents
(o) any change in any method of accounting or accounting practice, except as required by GAAP or applicable Law, or change in the Company’s cash management practices, policies or procedures with respect to the collection of accounts receivable and the payment of accounts payable, prepayment of expenses, establishment of reserves for uncollectable accounts, accrual of expenses, deferral of revenue, including any acceleration or delay of collections of receivables in advance of or beyond their regular due dates when they would Assets have been collected operated and maintained in the Ordinary Course of Business;
(piii) there has not been any declarationdamage, setting aside destruction or payment or other dividend in respect of loss to any portion of the Company’s capital stockCrude Oil Business Assets, whether or any direct or indirect redemptionnot covered by insurance, purchase or other acquisition of any of such shares of capital stock by the Companythat would have a Material Adverse Effect;
(qiv) hired there has been no purchase, sale or engaged lease of any Person on a full-time, part-time, consulting, independent contractor or other basis with an annualized base salary or equivalent annual compensation in excess of $50,000 or otherwise hired or engaged any officer, director, employee, independent contractor or other agent or service provider, with, or entered into, amended, modified, or terminated any employment or consulting agreement involving, an annualized base salary or equivalent annual compensation in excess of $50,000;
(r) any increase in material asset relating to the salary or other compensation or fringe benefit of the Company’s directors, officers, Crude Oil Business Employees or consultants (other than increases in the base salaries in the Ordinary Course sale of Business), or grant of any bonus (whether monetary or otherwise) or advance (other than advances for ordinary business expenses made in the Ordinary Course of Business) to any such director, officer, Business Employee or consultant of the Company;
(s) any adoption, amendment, modification or termination to, or failure to make contributions to, or increase to the benefits under, any Employee Benefit Plan for which Business Employees are or may become eligible other than as may be required by the terms of such Employee Benefit Plan or under relevant Law, or as may occur crude oil inventory in the Ordinary Course of Business;
(tv) there has been no actual, pending, or, to the Seller’s Knowledge, any other event or condition Knowledge of any character Link Party, threatened change affecting any of the Crude Oil Business with any customers, licensors, suppliers, distributors or sales representatives, except for changes that might materially and adversely affect would not have a Material Adverse Effect;
(vi) there has been no (A) amendment or modification in any material respect to any contract or agreement material to the assets, properties, financial condition, operating results Crude Oil Business Assets or the business Crude Oil Business, or (B) termination of any contract or agreement material to the Crude Oil Business Assets or the Crude Oil Business before the expiration of the Company (as term thereof other than to the extent any such business is presently conducted); ormaterial contract or agreement terminated pursuant to its terms in the Ordinary Course of Business, in each case except for amendment, modifications or terminations that would not have a Material Adverse Effect;
(uvii) the Link Parties have not incurred (or assumed responsibility for or guaranteed) any Indebtedness other than Indebtedness to be retired prior to or in connection with the Closing; and
(viii) there is no contract, commitment or agreement or commitment by the Company to do any of the things described in foregoing, except as expressly permitted by this Section 4.8. Table of ContentsAgreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Plains All American Pipeline Lp)
Subsequent Events. Except as set forth Since June 29, 2014, (i) there has occurred no material adverse change in Section 4.8 the Business, operations, properties, Assets or condition of the Seller Disclosure Schedule or as permitted or contemplated by this AgreementCompany, since the date of the Most Recent Year End, and (ii) the Company has conducted its business in the Ordinary Course of Business in all material respects, and there has not beennot:
(a) discharged or satisfied any Material Adverse Effect claim with respect to borrowed money, or paid any obligation or liability (fixed or contingent) for money borrowed other than current liabilities shown on the CompanyFinancial Statements and current liabilities incurred since June 29, 2014 in the ordinary course of business;
(b) any change in changed its fiscal year end from the assets, liabilities, financial condition or operating results of the Company, except changes and in the Ordinary Course of Business that have not been, in the aggregate, materially adverseSunday falling closest to December 31;
(c) permitted any Encumbrance to be imposed upon any of the Assets, except in the ordinary course of business not involving Debt;
(d) canceled any debts or settled or compromised any claims, in whole or in part, except in each case in the ordinary course of business;
(e) sold, leased, transferred or assigned any of the Assets, other than inventory sold or leases of real property entered into or terminated for a fair consideration in the ordinary course of business;
(f) sold, assigned, licensed, sublicensed or transferred any material Intellectual Property or sold, assigned, licensed, sublicensed or transferred any other Intellectual Property outside the normal course of business;
(g) made any material capital expenditure or commitment therefor other than those listed on Schedule 4.17;
(h) suffered any material damage, destruction destruction, or loss, loss (whether or not covered by insurance, materially and adversely affecting ) of the assets, properties, financial condition, operating results, Assets or the business of the Company (as such business is presently conducted); Table of Contents
(d) sale, lease, assignment, license, transfer or other disposition of any of the Company assets or portion thereof (other than sales of inventory or licensing of intellectual property rights, in each case, in the Ordinary Course of Business);
(e) any amendment of the Company’s organizational documents;
(f) any adoption or entering into any partnership, shareholders’ agreement or joint venture agreement with any Person;
(g) any waiver by the Company of a valuable right or of a material debt owed to it;
(h) (i) any material change, breach, cancellation of a material term or amendment to a Material Contract or (ii) any new Material Contract entered into by the CompanyFacilities;
(i) made or agreed to make any capital expenditures charitable contributions or other expenditures with respect to capital additions or betterments related to the Companypledges therefor, or incurred any commitments therefor, in excess of $25,000other non-business expense;
(j) changed in any incurrence, assumption material respect its credit policy as to sale of inventories or guarantee collection of any Indebtedness (other than with respect to the Company’s line of credit), or waiver, cancellation, modification, payment (except for regularly scheduled payments of principal and interest), discharge or settlement of any Indebtedness, claims or rights of substantial valuereceivables;
(k) changed its customer warranty policies in any resignation or termination of employment of any officer of the Companymaterial respect;
(l) decreased in any Security Interest created by the Company material respect expenditures with respect to any of its material properties promotion and advertising or assets, except Permitted Liensmaintenance and repairs;
(m) entered into any loans joint venture, partnership or guarantees made by the Company to or for the benefit of its Business Employees, officers or directors, or any members of their immediate families, other than advances made in the Ordinary Course of Businesssimilar arrangement;
(n) amended, modified or terminated any change Material Contract in Tax election, and the Company has not entered into any closing agreement, settlement or compromise of any claim or assessment, amended any Tax Return, filed any Tax Return (material respect other than consistent with past practice and applicable Law), or surrendered any claim for a refund in the ordinary course of material Taxes; Table of Contentsbusiness;
(o) made any change in any method of accounting non-cash distributions or accounting practice, except as required by GAAP redeemed the Stock or applicable Law, or change in the Company’s cash management practices, policies or procedures with respect to the collection of accounts receivable and the payment of accounts payable, prepayment of expenses, establishment of reserves for uncollectable accounts, accrual of expenses, deferral of revenue, including any acceleration or delay of collections of receivables in advance of or beyond their regular due dates when they would have been collected in the Ordinary Course of Businessother equity interests;
(p) made any declaration, setting aside material changes in its accounting policies or payment or other dividend in respect of any of the Company’s capital stock, or any direct or indirect redemption, purchase or other acquisition of any of such shares of capital stock by the Companypractices;
(q) hired or engaged entered into any Person on a full-time, part-time, consulting, independent contractor or other basis with an annualized base salary or equivalent annual compensation material transaction (except for the transactions contemplated by this Agreement) other than in excess the ordinary course of $50,000 or otherwise hired or engaged any officer, director, employee, independent contractor or other agent or service provider, with, or entered into, amended, modified, or terminated any employment or consulting agreement involving, an annualized base salary or equivalent annual compensation in excess of $50,000business;
(r) entered into, terminated or amended any increase in the salary or other compensation or fringe benefit of the Company’s directors, officers, Business Employees or consultants Benefit Plan (other than increases in as contemplated by this Agreement) except for such amendments required by applicable Law or the base salaries in effect of which could reasonably be expected to be advantageous to the Ordinary Course of Business), or grant of any bonus (whether monetary or otherwise) or advance (other than advances for ordinary business expenses made in the Ordinary Course of Business) to any such director, officer, Business Employee or consultant of the Company;
(s) any adoption, amendment, modification or termination toincreased the rate of compensation of, or failure paid or agreed to make contributions topay any benefit to any current or former employee, contractor, consultant, leased employee, officer or increase to partner of the benefits underBusiness, any Employee Benefit Plan for which except normal salary increases in the ordinary course of the Business Employees are or may become eligible other than as may be required by the terms of such Employee any existing Benefit Plan or under relevant Law, or as may occur in the Ordinary Course of Business;Plan; or
(t) to the Seller’s Knowledge, any other event or condition of any character that might materially and adversely affect the assets, properties, financial condition, operating results or the business of the Company (as such business is presently conducted); or
(u) any agreement or commitment by the Company agreed to do any of the things described listed in clauses (a) through (s) of this Section 4.8. Table of Contents4.17.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Mattress Firm Holding Corp.)
Subsequent Events. Except as set forth in Section 4.8 of the Seller Disclosure Schedule or as permitted or for any transactions contemplated by this ----------------- Agreement, since the date of the Most Recent Year EndMay 3, 2000, the Seller and the Company has conducted its business have operated the Business in the Ordinary Course of Business in all material respects, and there has not been:
(a) been any Material Adverse Effect Change. Without limiting the generality of the foregoing, since May 3, 2000,
(i) The Company has not (A) changed its authorized stock or issued, sold, bought, redeemed, or issued any rights to subscribe to or warrants to purchase or entered into any agreements, commitments, or obligations to issue, sell, buy, or redeem any shares of its capital stock; (B) declared any dividend or made any distribution or payments to its shareholder; or (C) modified its articles of incorporation or bylaws; or
(ii) Neither the Company nor the Seller with respect to the Company;
Business has (bA) incurred any change in the assetsobligation or liability (absolute or contingent), liabilitiesother than current liabilities incurred, financial condition or operating results of the Companyand obligations under contracts entered into, except changes and in the Ordinary Course of Business; (B) discharged or satisfied any Lien or paid any obligation or liability (absolute or contingent), other than current liabilities of the Seller with respect to the Business that have not been, incurred in the aggregateOrdinary Course of Business; (C) mortgaged, materially adverse;
pledged, or subjected to Lien any material asset, tangible or intangible, other than the Permitted Liens; (cD) suffered any damage, destruction destruction, or loss, whether or not covered by insurance, materially and adversely affecting the assetswhich had a Material Adverse Effect; (E) made or suffered any amendment or termination of any Material Agreement; (F) sold, propertiesassigned, financial condition, operating resultstransferred, or the business of the Company (as such business is presently conducted); Table of Contents
(d) sale, lease, assignment, license, transfer or other disposition otherwise disposed of any of the Company its material assets or portion thereof (canceled any material debts or claims, other than sales of inventory or licensing of intellectual property rights, in each case, in the Ordinary Course of Business);
; (eG) any amendment of the Company’s organizational documents;
(f) any adoption or entering into any partnership, shareholders’ agreement or joint venture agreement with any Person;
(g) any waiver by the Company of a valuable right or of a material debt owed to it;
(h) (i) any material change, breach, cancellation of a material term or amendment to a Material Contract or (ii) any new Material Contract entered into by the Company;
(i) any capital expenditures or other expenditures with respect to capital additions or betterments related to the Company, or any commitments therefor, in excess of $25,000;
(j) any incurrence, assumption or guarantee of any Indebtedness (other than with respect to the Company’s line of credit), or waiver, cancellation, modification, payment (except for regularly scheduled payments of principal and interest), discharge or settlement of any Indebtedness, claims or rights of substantial value;
(k) any resignation or termination of employment of any officer of the Company;
(l) any Security Interest created by the Company with respect to revalued any of its material properties assets; or assets, except Permitted Liens;
(mH) entered into any loans or guarantees made by the Company to or for the benefit of its Business Employees, officers or directors, or any members of their immediate families, other than advances made transactions not in the Ordinary Course of Business
(n) any change in Tax election, and the Company has not entered into any closing agreement, settlement or compromise of any claim or assessment, amended any Tax Return, filed any Tax Return (other than consistent with past practice and applicable Law), or surrendered any claim for a refund of material Taxes; Table of Contents
(o) any change in any method of accounting or accounting practice, except as required by GAAP or applicable Law, or change in the Company’s cash management practices, policies or procedures with respect to the collection of accounts receivable and the payment of accounts payable, prepayment of expenses, establishment of reserves for uncollectable accounts, accrual of expenses, deferral of revenue, including any acceleration or delay of collections of receivables in advance of or beyond their regular due dates when they would have been collected in the Ordinary Course of Business;
(p) any declaration, setting aside or payment or other dividend in respect of any of the Company’s capital stock, or any direct or indirect redemption, purchase or other acquisition of any of such shares of capital stock by the Company;
(q) hired or engaged any Person on a full-time, part-time, consulting, independent contractor or other basis with an annualized base salary or equivalent annual compensation in excess of $50,000 or otherwise hired or engaged any officer, director, employee, independent contractor or other agent or service provider, with, or entered into, amended, modified, or terminated any employment or consulting agreement involving, an annualized base salary or equivalent annual compensation in excess of $50,000;
(r) any increase in the salary or other compensation or fringe benefit of the Company’s directors, officers, Business Employees or consultants (other than increases in the base salaries in the Ordinary Course of Business), or grant of any bonus (whether monetary or otherwise) or advance (other than advances for ordinary business expenses made in the Ordinary Course of Business) to any such director, officer, Business Employee or consultant of the Company;
(s) any adoption, amendment, modification or termination to, or failure to make contributions to, or increase to the benefits under, any Employee Benefit Plan for which Business Employees are or may become eligible other than as may be required by the terms of such Employee Benefit Plan or under relevant Law, or as may occur in the Ordinary Course of Business;
(t) to the Seller’s Knowledge, any other event or condition of any character that might materially and adversely affect the assets, properties, financial condition, operating results or the business of the Company (as such business is presently conducted); or
(u) any agreement or commitment by the Company to do any of the things described in this Section 4.8. Table of Contents.
Appears in 1 contract
Samples: Purchase Agreement (Luiginos Inc)
Subsequent Events. Except as set forth in Section 4.8 of on Schedule 2.33 and except for the Seller Disclosure Schedule or as permitted or transactions contemplated by this Agreement, since the date of the Most Recent Year EndDecember 31, 2015, the Company has conducted its business only in the Ordinary Course of Business, has made expenditures (including capital expenditures) consistent with past practices, and there has not been any event, occurrence, development or circumstances, including any change in the business, financial condition, operations, results of operations, assets, customer, supplier or employee relations which, individually or in the aggregate, has had, or would reasonably be expected to have, cause or result in, a Material Adverse Effect on the Company. Without limitation of the foregoing and except as set forth on Schedule 2.33 or as contemplated by this Agreement since December 31, 2015, the Company has not taken any of the following actions: (i) sold, leased, licensed, exchanged, mortgaged, pledged, transferred or otherwise disposed of any of the Assets other than in the Ordinary Course of Business; {N0110076 } 32 (ii) other than in connection with the transactions contemplated by this Agreement: (A) redeemed, repurchased or otherwise reacquired any of its equity securities or any securities or obligations convertible into or exchangeable for any of its equity securities, or any Options; (B) liquidated, dissolved or effected any reorganization or recapitalization; or (C) split, combined or reclassified any of its equity securities or issued or authorized or proposed the issuance of any other securities in respect of, in lieu of, or in substitution for, its equity securities; (iii) submitted any new Government Bid which, if accepted, would be expected to result in a loss to the Company, or would result in a Government Contract with a backlog value in excess of $100,000; (iv) accelerated, terminated, made material modifications outside of the Ordinary Course of Business to, or canceled any Material Contract (or series of related Material Contracts); (v) made any capital expenditure, capital addition or capital improvement (or series of related capital expenditures, additions or improvements) outside the Ordinary Course of Business; (vi) 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) other than routine advances to employees for business expenses in the Ordinary Course of Business; (vii) issued, incurred or guaranteed any obligation for borrowed money or capitalized lease obligations, whether or not evidenced by a note, bond, debenture or similar instrument, or entered into any “keep well” or other agreement to maintain the financial condition of another Person or make any loans, or advances of borrowed money or capital contributions to, or equity investments in, any other Person or issued or sold any debt securities, except in the Ordinary Course of Business under existing loan agreements or capitalized leases; (viii) made or authorized any change in all material respectsits Charter or other Governing Documents (other than in connection with the Reorganization); (ix) proposed or approved the issuance, and there has not been:
pledge, delivery, award, grant or sale (aincluding the grant of any encumbrances) of, any Material Adverse Effect of its equity securities (including equity securities held in treasury), or any Options, or granted or otherwise issued the same; (x) declared, set aside, or paid any dividend or made any distribution with respect to the Company;
its equity securities (bwhether in cash or in kind), except for dividends and/or distributions of cash; (xi) adopted (or entered into) any change in the assetsnew or amended, liabilities, financial condition modified or operating results of the Company, except changes and in the Ordinary Course of Business that have not beenterminated any existing, in the aggregateany material respect, materially adverse;
(c) any damagebonus, destruction profit sharing, incentive, retention, severance, employee benefit or lossother plan, whether or not covered by insuranceContract, materially and adversely affecting the assets, properties, financial condition, operating resultsloan, or commitment for the business of the Company (as such business is presently conducted); Table of Contents
(d) sale, lease, assignment, license, transfer or other disposition benefit of any of the Company assets its directors, managers, officers and employees (or portion thereof take any such action with respect to any other Benefit Plan); (xii) other than sales of inventory or licensing of intellectual property rights, in each case, in the Ordinary Course of Business);
, granted or announced any increase in compensation or benefits payable to any of its directors, officers, employees, consultants or independent contractors, or granted any severance or termination pay; (exiii) made or changed any amendment Tax election, changed any annual Tax accounting period, changed any method of the Company’s organizational documents;
(f) any adoption or entering Tax accounting, entered into any partnership, shareholders’ closing agreement or joint venture agreement with any Person;
(g) any waiver by the Company of a valuable right or of a material debt owed to it;
(h) (i) any material change, breach, cancellation of a material term or amendment to a Material Contract or (ii) any new Material Contract entered into by the Company;
(i) any capital expenditures or other expenditures with respect to capital additions or betterments related to the Company, or any commitments therefor, in excess of $25,000;
(j) any incurrence, assumption or guarantee of any Indebtedness (other than with respect to the Company’s line of credit), or waiver, cancellation, modification, payment (except for regularly scheduled payments of principal and interest), discharge or settlement of any Indebtedness, claims or rights of substantial value;
(k) any resignation or termination of employment of any officer of the Company;
(l) any Security Interest created by the Company with respect to any of its material properties or assetsTax, except Permitted Liens;
(m) settled any loans or guarantees made by the Company to or for the benefit of its Business Employees, officers or directors, Tax claim or any members of their immediate families, other than advances made in the Ordinary Course of Business
(n) any change in Tax election, and the Company has not entered into any closing agreement, settlement or compromise of any claim or assessment, amended any Tax Return, filed any Tax Return (other than consistent with past practice and applicable Law), assessment or surrendered any right to claim for a refund of material Taxes; Table of Contents
(o) any change in any method of accounting or accounting practice, except as required by GAAP or applicable Law, or change in the Company’s cash management practices, policies or procedures with respect to the collection of accounts receivable and the payment of accounts payable, prepayment of expenses, establishment of reserves for uncollectable accounts, accrual of expenses, deferral of revenue, including any acceleration or delay of collections of receivables in advance of or beyond their regular due dates when they would have been collected in the Ordinary Course of BusinessTax refund;
(p) any declaration, setting aside or payment or other dividend in respect of any of the Company’s capital stock, or any direct or indirect redemption, purchase or other acquisition of any of such shares of capital stock by the Company;
(q) hired or engaged any Person on a full-time, part-time, consulting, independent contractor or other basis with an annualized base salary or equivalent annual compensation in excess of $50,000 or otherwise hired or engaged any officer, director, employee, independent contractor or other agent or service provider, with, or entered into, amended, modified, or terminated any employment or consulting agreement involving, an annualized base salary or equivalent annual compensation in excess of $50,000;
(r) any increase in the salary or other compensation or fringe benefit of the Company’s directors, officers, Business Employees or consultants (other than increases in the base salaries in the Ordinary Course of Business), or grant of any bonus (whether monetary or otherwise) or advance (other than advances for ordinary business expenses made in the Ordinary Course of Business) to any such director, officer, Business Employee or consultant of the Company;
(s) any adoption, amendment, modification or termination to, or failure to make contributions to, or increase to the benefits under, any Employee Benefit Plan for which Business Employees are or may become eligible other than as may be required by the terms of such Employee Benefit Plan or under relevant Law, or as may occur in the Ordinary Course of Business;
(t) to the Seller’s Knowledge, any other event or condition of any character that might materially and adversely affect the assets, properties, financial condition, operating results or the business of the Company (as such business is presently conducted); or
(u) any agreement or commitment by the Company to do any of the things described in this Section 4.8. Table of Contents
Appears in 1 contract
Subsequent Events. Except as set forth in Section 4.8 of the Seller Disclosure Schedule or as permitted or contemplated by this Agreement, since Since the date of the Most Recent Year EndBalance Sheet through the date hereof, except as set forth on Schedule 4.7 of the Company has conducted its business in the Ordinary Course of Business in all material respectsDisclosure Letter and except as required by this Agreement, and there has not beenbeen any:
(a) any Material Adverse Effect with respect to the CompanyChange;
(b) incident of damage, destruction or loss of any change property owned by the Company or used in the assets, liabilities, financial condition or operating results operation of the Company, except changes and in the Ordinary Course of Business that have is not been, covered by insurance and having a replacement cost or fair market value in the aggregate, materially adverseexcess of $200,000;
(c) any damage, destruction voluntary or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, or the business of the Company (as such business is presently conducted); Table of Contents
(d) involuntary sale, leasetransfer, assignmentsurrender, licenseabandonment, transfer waiver, release or other disposition of any of kind by the Company assets of any right, power, claim, debt, asset or portion thereof property (having a replacement cost or fair market value in excess of $200,000 in the aggregate), except the sale of inventory and collection of accounts in the ordinary course of business;
(d) material loan or advance by the Company to any Person, other than sales of inventory or licensing of intellectual property rights, in each case, advances to employees for business expenses to be incurred in the Ordinary Course ordinary course of Business)business or transactions with customers on credit in the ordinary course of business;
(e) any amendment of the Company’s organizational documents;
(f) any adoption or entering into any partnership, shareholders’ agreement or joint venture agreement with any Person;
(g) any waiver by the Company of a valuable right or of a material debt owed to it;
(h) (i) any material change, breach, cancellation of a material term or amendment to a Material Contract or (ii) any new Material Contract entered into by the Company;
(i) any capital expenditures or other expenditures with respect to capital additions or betterments related to the Company, or any commitments therefor, in excess of $25,000;
(j) any incurrence, assumption or guarantee of any Indebtedness (other than with respect to the Company’s line of credit), or waiver, cancellation, modification, payment (except for regularly scheduled payments of principal and interest), discharge or settlement of any Indebtedness, claims or rights of substantial value;
(k) any resignation or termination of employment of any officer of the Company;
(l) any Security Interest created by the Company with respect to any of its material properties or assets, except Permitted Liens;
(m) any loans or guarantees made by the Company to or for the benefit of its Business Employees, officers or directors, or any members of their immediate families, other than advances made in the Ordinary Course of Business
(n) any change in Tax election, and the Company has not entered into any closing agreement, settlement or compromise of any claim or assessment, amended any Tax Return, filed any Tax Return (other than consistent with past practice and applicable Law), or surrendered any claim for a refund of material Taxes; Table of Contents
(o) any change in any method of accounting or accounting practice, except as required by GAAP or applicable Law, or change in the Company’s cash management practices, policies or procedures with respect to the collection of accounts receivable and the payment of accounts payable, prepayment of expenses, establishment of reserves for uncollectable accounts, accrual of expenses, deferral of revenue, including any acceleration or delay of collections of receivables in advance of or beyond their regular due dates when they would have been collected in the Ordinary Course of Business;
(p) any declaration, setting aside or payment of any dividend or other dividend distribution in respect of any of the Company’s capital stock, stock or any direct or indirect redemption, purchase or other acquisition of such capital stock, or the payment of principal or interest on any note, bond, debt instrument or debt to any Affiliate of such shares of capital stock the Company;
(f) change in accounting principles, methods or practices (including any change in depreciation or amortization policies or rates) utilized by the Company;
(qg) hired amendments or engaged any Person on a full-time, part-time, consulting, independent contractor changes to the Company’s Organizational Documents;
(h) capital expenditures or other basis with an annualized base salary or equivalent annual compensation commitments therefor by the Company in excess of $50,000 250,000 individually other than capital expenditures or otherwise hired or engaged any officer, director, employee, independent contractor or other agent or service provider, with, or entered into, amended, modified, or terminated any employment or consulting agreement involving, an annualized base salary or equivalent annual compensation commitments relating to equipment purchases by the Company arising in excess the ordinary course of $50,000business;
(ri) adoption, amendment or termination of any Employee Benefit Plan or material increase in the salary benefits provided under any Employee Benefit Plan, in each case except in the ordinary course of business or as required to comply with applicable Law;
(j) work stoppage, labor strike or other compensation or fringe benefit of the Company’s directors, officers, Business Employees or consultants (other than increases in the base salaries in the Ordinary Course of Business)comparable labor trouble, or grant of any bonus (whether monetary action, suit, claim, demand, or otherwise) or advance (other than advances for ordinary business expenses made in the Ordinary Course of Business) labor dispute relating to any such directorlabor, officer, Business Employee or consultant of employment and/or safety matter involving the Company;
(sk) any adoptionentry into, amendmentmodification, modification acceleration, cancellation or termination to, or failure to make contributions to, or increase to the benefits under, of any Employee Benefit Plan for which Business Employees are or may become eligible other than as may be required by the terms of such Employee Benefit Plan or under relevant Law, or as may occur Material Contract except in the Ordinary Course ordinary course of Businessbusiness;
(tl) to the Seller’s Knowledgetransfer, any other event assignment or condition grant of any character that might materially and adversely affect license, sublicense or other rights under or with respect to any material Intellectual Property rights (other than non-exclusive licenses granted in the assetsordinary course of business), propertiesor any allowance of any material Intellectual Property rights to lapse, financial conditionexpire, operating results or the business of the Company become subject to any Lien (as such business is presently conductedother than Permitted Liens); or
(um) any agreement or commitment Contract by the Company to do any of the things described in the preceding clauses (a) through (l) (other than negotiations with Parent and its representatives regarding the transactions contemplated by this Section 4.8. Table of ContentsAgreement).
Appears in 1 contract
Subsequent Events. Except for (i) the execution and delivery of this Agreement and the Ancillary Agreements and the transactions to take place pursuant hereto or thereto on or prior to the Closing Date, including, without limitation, the Turbine Engine Business Transfer and (ii) as set forth in Section 4.8 on Schedule 4.6 of the Seller Disclosure Schedule or as permitted or contemplated by this AgreementSchedules, since the date of the Most Recent Year EndOctober 3, the Company has conducted its business in the Ordinary Course of Business in all material respects, and 2010 there has not beenbeen any change, event or development which, individually or together with other such changes, events or developments has resulted, or would reasonably be expected to result, in a Material Adverse Effect. Without limiting the generality of the foregoing, since such date and in each case in connection with the Stock, the Purchased Assets, the Assumed Liabilities and the Business, except as contemplated by the Agreement, neither the Seller, Continental, nor Mattituck has:
(a) sold, leased, transferred or assigned or incurred any Material Adverse Effect with respect to Lien (other than a Permitted Lien) on, any Assets and Properties of the CompanyBusiness or the Companies, other than in the ordinary course of business;
(b) experienced any change in the assets, liabilities, financial condition or operating results of the Company, except changes and in the Ordinary Course of Business that have not been, in the aggregate, materially adverse;
(c) any casualty damage, destruction or loss, loss (whether or not covered by insurance) to its property in excess of $350,000;
(c) (i) entered into any employment, materially and adversely affecting the assets, properties, financial condition, operating results, deferred compensation or the business other similar agreement or arrangement with any of the Company Employees, (ii) adopted, entered into or become bound by any amendment, modification or termination (partial or complete) of any Employee Benefit Plan or collective bargaining agreement, except to the extent required by applicable Law or (iii) otherwise increased the compensation, bonus or other benefits payable to any of the Employees, other than (A) increases effected in the ordinary course of business and consistent with past practice or as such business is presently conductedrequired by Law, and (B) the sale and stay bonus agreements and severance commitments set forth on Schedule 2.3(a)(ii); Table of Contents;
(d) saleaccelerated, leaseterminated, assignmentmade material modifications to, licenseor canceled (i) any Contract listed on Schedule 4.8 of the Disclosure Schedules hereof except in the ordinary course of business or (ii) any accounts receivable, transfer or other disposition delayed or postponed the payment of any of the Company assets or portion thereof (accounts payable and other than sales of inventory or licensing of intellectual property rightsmaterial liabilities, in each case, in outside the Ordinary Course ordinary course of Business)business consistent with past practice;
(e) made any amendment capital expenditures outside the ordinary course of the Company’s organizational documentsbusiness in excess of $350,000;
(f) made any adoption voluntary purchase, cancellation, prepayment or entering into complete or partial discharge in advance of a scheduled payment date with respect to, or waiver of any partnershipright of either Company under, shareholders’ agreement any Indebtedness of or joint venture agreement with any Personowing to either Company;
(g) made any waiver by material change in (i) any pricing, investment, accounting, financial reporting, inventory, credit, allowance or Tax practice or policy of either Company, or (ii) any method of calculating any bad debt, contingency or other reserve of either Company for accounting, financial reporting or Tax purposes, or any change in the Company fiscal year of a valuable right or of a material debt owed to iteither Company;
(h) made any (i) amendment of the certificate or articles of incorporation or by-laws (or other comparable corporate charter documents) of either Company, (ii) recapitalized, reorganized, liquidated or dissolved either Company or (iii) merged or entered into another business combination involving either Company, on the one hand, and any other Person, on the other hand;
(i) made any capital investment in, or any loan to, any other Person in excess of $350,000, except any such investments or loans that constitute intercompany receivables;
(j) incurred any Indebtedness;
(k) entered into, amended, modified or terminated (i) any material change, breach, cancellation Contract which is required (or had it been in effect on the date hereof would have been required) to be disclosed on Section 4.8 of a material term or amendment to a Material Contract the Disclosure Schedules or (ii) any new Material Contract entered into material Permit held by the Company;
(i) any capital expenditures or other expenditures with respect to capital additions or betterments related to the Company, or any commitments therefor, in excess of $25,000;
(j) any incurrence, assumption or guarantee of any Indebtedness (other than with respect to the Company’s line of credit), or waiver, cancellation, modification, payment (except for regularly scheduled payments of principal and interest), discharge or settlement of any Indebtedness, claims or rights of substantial value;
(k) any resignation or termination of employment of any officer of the either Company;
(l) any Security Interest created by the Company with respect to issued, sold, or otherwise disposed of any of its material properties capital stock or assetsother equity interests, except Permitted Liensor granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock or other equity interests;
(m) made any loans loan to, or guarantees made by the Company to or for the benefit entered into any other transaction with, any of its Business Employees, officers or directors, or any members officers, and employees outside the ordinary course of their immediate families, other than advances made in the Ordinary Course of Businessbusiness;
(n) made or changed any change material tax election or Tax method of accounting, settled or compromised any material Tax liability, filed any material Tax Return other than in Tax electionaccordance with past practice, and the Company has not entered into any closing agreement, settlement or compromise of any claim or assessment, materially amended any Tax Return, filed any Tax Return (other than consistent with past practice and applicable Law), or surrendered any claim for a refund of material Taxes; Table of Contents;
(o) commenced or terminated of any change in any method line of accounting business of either Continental or accounting practice, except as required by GAAP or applicable LawMattituck, or change in the Company’s cash management practices, policies or procedures with respect to the collection of accounts receivable and the payment of accounts payable, prepayment of expenses, establishment of reserves for uncollectable accounts, accrual of expenses, deferral of revenue, including any acceleration or delay of collections of receivables in advance of or beyond their regular due dates when they would have been collected in the Ordinary Course of Businessboth;
(p) agreed or entered into any declarationsettlement, setting aside compromise or payment or other dividend in respect discontinuation of any of the Company’s capital stock, material Action or any direct Proceeding that is pending or indirect redemption, purchase or other acquisition of any of such shares of capital stock by the Companywas threatened in writing;
(q) hired caused either Company to enter into any transaction between such Company, on the one hand, and the Seller or engaged any Person of the Seller’s Affiliates, on a full-timethe other hand, part-time, consulting, independent contractor or other basis with an annualized base salary or equivalent annual compensation than in excess the ordinary course of $50,000 or otherwise hired or engaged any officer, director, employee, independent contractor or other agent or service provider, with, or entered into, amended, modified, or terminated any employment or consulting agreement involving, an annualized base salary or equivalent annual compensation in excess of $50,000;business; and
(r) any increase in the salary or other compensation or fringe benefit of the Company’s directors, officers, Business Employees or consultants (other than increases in the base salaries in the Ordinary Course of Business), or grant of any bonus (whether monetary or otherwise) or advance (other than advances for ordinary business expenses made in the Ordinary Course of Business) to any such director, officer, Business Employee or consultant of the Company;
(s) any adoption, amendment, modification or termination to, or failure to make contributions to, or increase to the benefits under, any Employee Benefit Plan for which Business Employees are or may become eligible other than as may be required by the terms of such Employee Benefit Plan or under relevant Law, or as may occur in the Ordinary Course of Business;
(t) to the Seller’s Knowledge, any other event or condition of any character that might materially and adversely affect the assets, properties, financial condition, operating results or the business of the Company (as such business is presently conducted); or
(u) any agreement or commitment by the Company committed to do or engage in any of the things described in this Section 4.8. Table of Contentsforegoing after the date hereof.
Appears in 1 contract
Subsequent Events. Except as set forth in Section 4.8 of the Seller Disclosure Schedule or as permitted or contemplated by this Agreement4.1(g), since October 31, 1996, neither Intec nor any Intec Subsidiary has:
(i) issued, sold, purchased or redeemed any shares of its capital stock; granted any stock options or made any other commitment to issue or sell shares of its capital stock; otherwise amended its Articles of Organization or Bylaws; or declared, set aside or made any payment or distribution upon its capital stock;
(ii) to the date best of the Most Recent Year Endits Knowledge, the Company has conducted its business incurred any liability or obligation under agreements or otherwise, except current liabilities entered into or incurred in the Ordinary Course of Business or in all material respects, connection with the execution and there has not been:
(a) performance of this Agreement; issued any Material Adverse Effect with respect to the Companynotes or other corporate debt securities; or waived any of its rights;
(biii) mortgaged, pledged or subjected to any change in the assets, liabilities, financial condition or operating results of the Companylien any asset; or, except changes and in the Ordinary Course of Business that have not beenBusiness, in the aggregateentered into any lease of real property, materially adversemachinery, equipment or buildings, or sold or transferred any intangible asset;
(civ) effected any increases in salary, wage or other compensation of any kind, whether current or deferred, to any officer, employee, agent, broker or consultant, other than routine increases in the Ordinary Course of Business; entered into any salary, wage or other compensation agreement with a term of one year or longer with any employee or made any contribution to any trust or plan for the benefit of employees except as required by the terms thereof as now in effect;
(v) entered into any material transaction other than in the Ordinary Course of Business, except in connection with the execution and performance of this Agreement, the Related Agreements and the transactions contemplated hereby and thereby;
(vi) suffered any damage, destruction or loss, loss to any of its properties or assets (whether or not covered by insurance, materially and adversely affecting ) which has had or is reasonably likely to have a material adverse effect on the assets, propertiesbusiness, financial condition, operating results, condition or the business prospects of the Company (as such business is presently conducted); Table of Contents
(d) sale, lease, assignment, license, transfer or other disposition of any of the Company assets or portion thereof (other than sales of inventory or licensing of intellectual property rights, in each case, in the Ordinary Course of Business);
(e) any amendment of the Company’s organizational documents;
(f) any adoption or entering into any partnership, shareholders’ agreement or joint venture agreement with any Person;
(g) any waiver by the Company of a valuable right or of a material debt owed to it;
(h) (i) any material change, breach, cancellation of a material term or amendment to a Material Contract or (ii) any new Material Contract entered into by the Company;
(i) any capital expenditures or other expenditures with respect to capital additions or betterments related to the Company, or any commitments therefor, in excess of $25,000;
(j) any incurrence, assumption or guarantee of any Indebtedness (other than with respect to the Company’s line of credit), or waiver, cancellation, modification, payment (except for regularly scheduled payments of principal and interest), discharge or settlement of any Indebtedness, claims or rights of substantial value;
(k) any resignation or termination of employment of any officer of the Company;
(l) any Security Interest created by the Company with respect to any of its material properties or assets, except Permitted Liens;
(m) any loans or guarantees made by the Company to or for the benefit of its Business Employees, officers or directors, or any members of their immediate families, other than advances made in the Ordinary Course of Business
(n) any change in Tax election, Intec and the Company has not entered into any closing agreementIntec Subsidiaries, settlement or compromise of any claim or assessment, amended any Tax Return, filed any Tax Return (other than consistent with past practice and applicable Law), or surrendered any claim for taken as a refund of material Taxes; Table of Contents
(o) any change in any method of accounting or accounting practice, except as required by GAAP or applicable Law, or change in the Company’s cash management practices, policies or procedures with respect to the collection of accounts receivable and the payment of accounts payable, prepayment of expenses, establishment of reserves for uncollectable accounts, accrual of expenses, deferral of revenue, including any acceleration or delay of collections of receivables in advance of or beyond their regular due dates when they would have been collected in the Ordinary Course of Business;
(p) any declaration, setting aside or payment or other dividend in respect of any of the Company’s capital stock, or any direct or indirect redemption, purchase or other acquisition of any of such shares of capital stock by the Company;
(q) hired or engaged any Person on a full-time, part-time, consulting, independent contractor or other basis with an annualized base salary or equivalent annual compensation in excess of $50,000 or otherwise hired or engaged any officer, director, employee, independent contractor or other agent or service provider, with, or entered into, amended, modified, or terminated any employment or consulting agreement involving, an annualized base salary or equivalent annual compensation in excess of $50,000;
(r) any increase in the salary or other compensation or fringe benefit of the Company’s directors, officers, Business Employees or consultants (other than increases in the base salaries in the Ordinary Course of Business), or grant of any bonus (whether monetary or otherwise) or advance (other than advances for ordinary business expenses made in the Ordinary Course of Business) to any such director, officer, Business Employee or consultant of the Company;
(s) any adoption, amendment, modification or termination to, or failure to make contributions to, or increase to the benefits under, any Employee Benefit Plan for which Business Employees are or may become eligible other than as may be required by the terms of such Employee Benefit Plan or under relevant Law, or as may occur in the Ordinary Course of Business;
(t) to the Seller’s Knowledge, any other event or condition of any character that might materially and adversely affect the assets, properties, financial condition, operating results or the business of the Company (as such business is presently conducted)whole; or
(uvii) suffered any agreement adverse changes which in the aggregate have had or commitment by are reasonably likely to have a material adverse effect on the Company to do any business, financial condition or prospects of Intec and the things described in this Section 4.8. Table of ContentsIntec Subsidiaries, taken as a whole.
Appears in 1 contract
Samples: Merger Agreement (Nematron Corp)
Subsequent Events. Except as set forth in Section 4.8 of the Seller Disclosure DEI SEC Documents or Schedule 4.2(g), or as permitted or otherwise contemplated by this Agreement, since the date of the Most Recent Year EndJuly 31, the Company has conducted its business in the Ordinary Course of Business in all material respects1997, and there has not beenneither DEI nor any DEI Subsidiary has:
(ai) issued, sold, purchased or redeemed any Material Adverse Effect with respect shares of its capital stock; granted any stock options or made any other commitment to the Companyissue or sell shares of its capital stock; amended its Certificate of Incorporation or Bylaws; or declared, set aside or made any payment or distribution upon its capital stock;
(bii) incurred any change in the assets, liabilities, financial condition liability or operating results of the Companyobligation under agreements or otherwise, except changes and in the Ordinary Course of Business that have not been, in the aggregate, materially adverse;
(c) any damage, destruction current liabilities entered into or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, or the business of the Company (as such business is presently conducted); Table of Contents
(d) sale, lease, assignment, license, transfer or other disposition of any of the Company assets or portion thereof (other than sales of inventory or licensing of intellectual property rights, in each case, incurred in the Ordinary Course of Business); issued any notes or other corporate debt securities; or waived any of its rights;
(eiii) any amendment of the Company’s organizational documents;
(f) any adoption mortgaged, pledged or entering into any partnership, shareholders’ agreement or joint venture agreement with any Person;
(g) any waiver by the Company of a valuable right or of a material debt owed to it;
(h) (i) any material change, breach, cancellation of a material term or amendment to a Material Contract or (ii) any new Material Contract entered into by the Company;
(i) any capital expenditures or other expenditures with respect to capital additions or betterments related to the Company, or any commitments therefor, in excess of $25,000;
(j) any incurrence, assumption or guarantee of any Indebtedness (other than with respect to the Company’s line of credit), or waiver, cancellation, modification, payment (except for regularly scheduled payments of principal and interest), discharge or settlement of any Indebtedness, claims or rights of substantial value;
(k) any resignation or termination of employment of any officer of the Company;
(l) any Security Interest created by the Company with respect subjected to any of its material properties or assetslien any asset or, except Permitted Liens;
(m) any loans or guarantees made by the Company to or for the benefit of its Business Employees, officers or directors, or any members of their immediate families, other than advances made in the Ordinary Course of Business
(n) any change in Tax election, and the Company has not entered into any closing agreementlease of real property, settlement machinery, equipment or compromise buildings, or sold or transferred any intangible asset;
(iv) effected any increases in salary, wage or other compensation of any claim kind, whether current or assessmentdeferred, amended to any Tax Returnofficer, filed any Tax Return (employee, agent, broker or consultant, other than consistent routine increases in the Ordinary Course of Business; entered into any salary, wage or other compensation agreement with past practice and applicable Law), a term of one year or surrendered longer with any claim employee or made any contribution to any trust or plan for a refund the benefit of material Taxes; Table of Contents
(o) any change in any method of accounting or accounting practice, employees except as required by GAAP or applicable Law, or change the terms thereof as now in the Company’s cash management practices, policies or procedures with respect to the collection of accounts receivable and the payment of accounts payable, prepayment of expenses, establishment of reserves for uncollectable accounts, accrual of expenses, deferral of revenue, including effect;
(v) entered into any acceleration or delay of collections of receivables in advance of or beyond their regular due dates when they would have been collected material transaction other than in the Ordinary Course of Business;
(pvi) suffered any declarationdamage, setting aside destruction or payment or other dividend in respect of loss to any of the Company’s capital stock, its properties or any direct assets (whether or indirect redemption, purchase or other acquisition of any of such shares of capital stock not covered by the Companyinsurance);
(qvii) hired or engaged suffered any Person on a full-time, part-time, consulting, independent contractor or other basis with an annualized base salary or equivalent annual compensation in excess of $50,000 or otherwise hired or engaged any officer, director, employee, independent contractor or other agent or service provider, with, or entered into, amended, modified, or terminated any employment or consulting agreement involving, an annualized base salary or equivalent annual compensation in excess of $50,000;
(r) any increase adverse changes which in the salary aggregate have had or other compensation or fringe benefit of are reasonably likely to have a material adverse effect on the Company’s directors, officers, Business Employees or consultants (other than increases in the base salaries in the Ordinary Course of Business), or grant of any bonus (whether monetary or otherwise) or advance (other than advances for ordinary business expenses made in the Ordinary Course of Business) to any such director, officer, Business Employee or consultant of the Company;
(s) any adoption, amendment, modification or termination to, or failure to make contributions to, or increase to the benefits under, any Employee Benefit Plan for which Business Employees are or may become eligible other than as may be required by the terms of such Employee Benefit Plan or under relevant Law, or as may occur in the Ordinary Course of Business;
(t) to the Seller’s Knowledge, any other event or condition of any character that might materially and adversely affect the assets, propertiesbusiness, financial conditioncondition or prospects of DEI and the DEI Subsidiaries, operating results or the business of the Company (taken as such business is presently conducted)a whole; or
(uviii) become (A) subject to any agreement outstanding injunction, judgment, order, decree, ruling or commitment charge or (B) a party or, to the Knowledge of DEI, is threatened to be made a party, to any action, suit, proceeding, hearing, or investigation of, in or before any court or quasi- judicial or administrative agency of any federal, state, local, or foreign jurisdiction of before any arbitrator, which, with respect to (A) or (B), would be required to be disclosed in a report filed by DEI under the Company to do any of the things described in this Section 4.8. Table of ContentsExchange Act.
Appears in 1 contract
Subsequent Events. Except as set forth in Section 4.8 of the Seller Disclosure on Schedule or as permitted or contemplated by this Agreement2.7, since the date of the Most Recent Year End----------------- ------------ December 31, 1998, the Company has conducted its business not (i) issued any stock, bond or other corporate security, (ii) borrowed any amount or incurred or become subject to any liability (absolute, accrued or contingent), except liabilities under contracts entered into in the Ordinary Course ordinary course of Business in all material respectsbusiness, and there has not been:
(aiii) discharged or satisfied any Material Adverse Effect with respect lien or encumbrance or incurred or paid any obligation or liability of the type required by GAAP to the Company;
(b) any change be reflected in the assets, liabilities, financial condition or operating results statements of the Company, except changes other than current liabilities shown on Schedule 2.7 ------------ and current liabilities incurred since December 31, 1998 in the Ordinary Course ordinary course of Business that have business, (iv) declared or made any payment or distribution to shareholders or purchased or redeemed any shares of its capital stock or other securities, (v) mortgaged, pledged or subjected to lien any of its assets, tangible or intangible, other than liens for current real property taxes not beenyet due and payable, (vi) sold, assigned or transferred any of its tangible assets except for fair value in the aggregate, materially adverse;
(c) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating resultsordinary course of business, or the business of the Company (as such business is presently conducted); Table of Contents
(d) salecanceled any debt or claim, lease, assignment, license, transfer or other disposition of any of the Company assets or portion thereof (other than sales of inventory or licensing of intellectual property rights, in each case, except for fair value in the Ordinary Course ordinary course of Business);
business, (evii) sold, assigned, transferred or granted any amendment of the Company’s organizational documents;
(f) any adoption or entering into any partnership, shareholders’ agreement or joint venture agreement with any Person;
(g) any waiver by the Company of a valuable right or of a material debt owed to it;
(h) (i) any material change, breach, cancellation of a material term or amendment to a Material Contract or (ii) any new Material Contract entered into by the Company;
(i) any capital expenditures or other expenditures with respect to capital additions or betterments related to the Company, or any commitments therefor, in excess of $25,000;
(j) any incurrence, assumption or guarantee of any Indebtedness (other than with respect to the Company’s line of credit), or waiver, cancellation, modification, payment (except for regularly scheduled payments of principal and interest), discharge or settlement of any Indebtedness, claims or rights of substantial value;
(k) any resignation or termination of employment of any officer of the Company;
(l) any Security Interest created by the Company license with respect to any of its material properties patent, trademark, trade name, service xxxx, copyright, trade secret or assetsother intangible asset, except Permitted Liens;
(m) any loans pursuant to license or guarantees made by the Company to or for the benefit of its Business Employees, officers or directors, or any members of their immediate families, other than advances made agreements entered into in the Ordinary Course ordinary course of Business
business, (nviii) suffered any loss of property or waived any right of substantial value whether or not in the ordinary course of business, (ix) made any change in Tax electionofficer compensation, and (x) made any material change in the Company has not manner of business or operations of the Company, (xi) entered into any closing agreement, settlement transaction except in the ordinary course of business or compromise of any claim or assessment, amended any Tax Return, filed any Tax Return (other than consistent with past practice and applicable Law)as otherwise contemplated hereby, or surrendered (xii) entered into any claim for a refund of material Taxes; Table of Contents
written or oral commitment (o) any change in any method of accounting or accounting practice, except as required by GAAP or applicable Law, or change in the Company’s cash management practices, policies or procedures with respect to the collection of accounts receivable and the payment of accounts payable, prepayment of expenses, establishment of reserves for uncollectable accounts, accrual of expenses, deferral of revenue, including any acceleration or delay of collections of receivables in advance of or beyond their regular due dates when they would have been collected in the Ordinary Course of Business;
(p) any declaration, setting aside or payment or other dividend in respect of any of the Company’s capital stock, or any direct or indirect redemption, purchase or other acquisition of any of such shares of capital stock by the Company;
(q) hired or engaged any Person on a full-time, part-time, consulting, independent contractor or other basis with an annualized base salary or equivalent annual compensation in excess of $50,000 or otherwise hired or engaged any officer, director, employee, independent contractor or other agent or service provider, with, or entered into, amended, modified, or terminated any employment or consulting agreement involving, an annualized base salary or equivalent annual compensation in excess of $50,000;
(r) any increase in the salary or other compensation or fringe benefit of the Company’s directors, officers, Business Employees or consultants (other than increases in the base salaries in the Ordinary Course of Business), or grant of any bonus (whether monetary contingent or otherwise) or advance (other than advances for ordinary business expenses made in the Ordinary Course of Business) to any such director, officer, Business Employee or consultant of the Company;
(s) any adoption, amendment, modification or termination to, or failure to make contributions to, or increase to the benefits under, any Employee Benefit Plan for which Business Employees are or may become eligible other than as may be required by the terms of such Employee Benefit Plan or under relevant Law, or as may occur in the Ordinary Course of Business;
(t) to the Seller’s Knowledge, any other event or condition of any character that might materially and adversely affect the assets, properties, financial condition, operating results or the business of the Company (as such business is presently conducted); or
(u) any agreement or commitment by the Company to do any of the things described in this Section 4.8. Table of Contentsforegoing.
Appears in 1 contract
Samples: Series E Preferred Stock Purchase Agreement (Mainspring Communications Inc)
Subsequent Events. Since December 31, 2004, there has not occurred any event which has caused, or could reasonably be expected to cause, a Material Adverse Effect on the Company or MDI. Except as provided in Schedule 4.22, since December 31, 2004, the Company and MDI have operated their respective businesses only in the Ordinary Course of Business.
(a) Without limiting the generality of the foregoing and except as set forth in Section 4.8 of the Seller Disclosure at Schedule or as permitted or contemplated by this Agreement4.22, since December 31, 2004:
(i) The Company and MDI have not sold, assigned, leased, licensed, transferred or otherwise encumbered any of their assets, tangible or intangible, other than for a fair consideration in the date Ordinary Course of Business;
(ii) The Company and MDI have not entered into any Contract or series of related Contracts that involved more, retrospectively or prospectively, than an aggregate amount of $10,000 per Contract or series of related Contracts, other than Contracts with insureds for the Most Recent Year Endsale of life insurance, or was entered into outside the Ordinary Course of Business;
(iii) No party (including the Company and MDI) has conducted its business accelerated, terminated, modified or cancelled any Contract (or series of related Contracts) involving more than $50,000 to which the Company or MDI is a party or by which either of them is bound;
(iv) The Company and MDI have not adopted, amended, modified or terminated any bonus, profit-sharing, incentive, severance or other plan, contract or commitment for the benefit of any Service Providers (or taken any such action with respect to any other Employee Benefit Plan, except to the extent required by applicable law or to maintain the tax-favorable status of any Employee Benefit Plan);
(v) The Company and MDI have not suffered any extraordinary loss (whether or not in the Ordinary Course of Business in all material respects, and there has not been:
(aor consistent with past practices) any Material Adverse Effect with respect to the Company;
(b) any change in the assets, liabilities, financial condition or operating results of the Company, except changes and in the Ordinary Course of Business that have not been, in the aggregate, materially adverse;
(c) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, or the business of the Company (as such business is presently conducted); Table of Contents
(d) sale, lease, assignment, license, transfer or other disposition of any of the Company assets or portion thereof (other than sales of inventory or licensing of intellectual property rights, in each case, in the Ordinary Course of Business);
(e) any amendment of the Company’s organizational documents;
(f) any adoption or entering into any partnership, shareholders’ agreement or joint venture agreement with any Person;
(g) any waiver by the Company of a valuable right or of a material debt owed to it;
(h) (i) any material change, breach, cancellation of a material term or amendment to a Material Contract or (ii) any new Material Contract entered into by the Company;
(i) any capital expenditures or other expenditures with respect to capital additions or betterments related to the Company, or any commitments therefor, in excess of $25,00050,000 in the aggregate;
(jvi) The Company and MDI have not committed to do any incurrence, assumption or guarantee of any Indebtedness (other than with respect to the Company’s line of credit), or waiver, cancellation, modification, payment (except for regularly scheduled payments of principal and interest), discharge or settlement of any Indebtedness, claims or rights of substantial value;foregoing; and
(kvii) any resignation or termination of employment of any officer of the Company;
(l) any Security Interest created by the The Company with respect to any of its material properties or assets, except Permitted Liens;
(m) any loans or guarantees and MDI have not made by the Company to or for the benefit of its Business Employees, officers or directors, or any members of their immediate families, other than advances made in the Ordinary Course of Business
(n) any change in Tax election, and the Company has not entered into any closing agreement, settlement or compromise of any claim or assessment, amended any Tax Return, filed any Tax Return (other than consistent with past practice and applicable Law), or surrendered any claim for a refund of material Taxes; Table of Contents
(o) any change in any method of accounting or accounting practice, policies except as required by to present the Financial Statements in accordance with GAAP or applicable Law, or change in the Company’s cash management practices, policies or procedures with respect to the collection of accounts receivable and the payment of accounts payable, prepayment of expenses, establishment of reserves for uncollectable accounts, accrual of expenses, deferral of revenue, including reversed any acceleration or delay of collections of receivables in advance of or beyond their regular due dates when they would have been collected accruals except in the Ordinary Course of Business;.
(pb) any declaration, setting aside or payment or other dividend in respect of any Without limiting the generality of the Company’s capital stockforegoing and except as set forth at Schedule 4.22, or any direct or indirect redemptionsince June 30, purchase or other acquisition of any of such shares of capital stock by the Company;
(q) hired or engaged any Person on a full-time, part-time, consulting, independent contractor or other basis with an annualized base salary or equivalent annual compensation in excess of $50,000 or otherwise hired or engaged any officer, director, employee, independent contractor or other agent or service provider, with, or entered into, amended, modified, or terminated any employment or consulting agreement involving, an annualized base salary or equivalent annual compensation in excess of $50,000;
(r) any increase in the salary or other compensation or fringe benefit of the Company’s directors, officers, Business Employees or consultants (other than increases in the base salaries in the Ordinary Course of Business), or grant of any bonus (whether monetary or otherwise) or advance (other than advances for ordinary business expenses made in the Ordinary Course of Business) to any such director, officer, Business Employee or consultant of the Company;
(s) any adoption, amendment, modification or termination to, or failure to make contributions to, or increase to the benefits under, any Employee Benefit Plan for which Business Employees are or may become eligible other than as may be required by the terms of such Employee Benefit Plan or under relevant Law, or as may occur in the Ordinary Course of Business;
(t) to the Seller’s Knowledge, any other event or condition of any character that might materially and adversely affect the assets, properties, financial condition, operating results or the business of the Company (as such business is presently conducted); or
(u) any agreement or commitment by the Company to do any of the things described in this Section 4.8. Table of Contents2005:
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Enterprise Financial Services Corp)
Subsequent Events. Except as set forth in Section 4.8 From the date of the Seller Disclosure Schedule or as permitted or contemplated by Interim Statement until the date of this Agreement, (a) Sellers have conducted the Business in the ordinary course of business in all material respects and (b) there has not been, with respect to the Business, any event, change, occurrence or circumstance that, individually or in the aggregate with any such events, changes, occurrences or circumstances, has had or could reasonably be expected to have, a Material Adverse Effect. Without limiting the generality of the foregoing, since the date of the Most Recent Year EndInterim Statement, the Company has conducted its business in the Ordinary Course of Business in all material respects, and there has not been:
Sellers have not: (a) sold, leased, transferred, pledged, encumbered or assigned any Material Adverse Effect of the assets of the Business outside the ordinary course of business; (b) entered into any material Contract (or series of related material Contracts) other than in the ordinary course of business; (c) accelerated, terminated, modified or canceled any material Contract except in the ordinary course of business and, to Sellers’ knowledge, no other party has done so as a result of any default by Sellers; (d) accelerated, waived, wrote-off or canceled the payment of any accounts receivable outside the ordinary course of business; (e) canceled, compromised, waived or released any material right or claim (or series of related rights and claims) outside the ordinary course of business; (f) granted any license or sublicense of any rights under or with respect to any Intellectual Property outside the Company;
ordinary course of business; (bg) experienced any change in the assets, liabilities, financial condition or operating results of the Company, except changes and in the Ordinary Course of Business that have not been, in the aggregate, materially adverse;
(c) any material damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting loss to the assets, properties, financial condition, operating results, or the business assets of the Company (as such business is presently conducted)Business; Table of Contents
(d) sale, lease, assignment, license, transfer or other disposition of any of the Company assets or portion thereof (other than sales of inventory or licensing of intellectual property rights, in each case, in the Ordinary Course of Business);
(e) any amendment of the Company’s organizational documents;
(f) any adoption or entering into any partnership, shareholders’ agreement or joint venture agreement with any Person;
(g) any waiver by the Company of a valuable right or of a material debt owed to it;
(h) experienced any material change in personnel or relationships with third parties, including customers and vendors, other than immaterial changes which occur in the ordinary course of business; (i) any material changechanged accounting or Tax reporting principles, breach, cancellation of a material term methods or amendment to a Material Contract policies; or (ii) any new Material Contract entered into by the Company;
(i) any capital expenditures or other expenditures with respect to capital additions or betterments related to the Company, or any commitments therefor, in excess of $25,000;
(j) any incurrence, assumption or guarantee of any Indebtedness (other than with respect to the Company’s line of credit), or waiver, cancellation, modification, payment (except for regularly scheduled payments of principal and interest), discharge or settlement of any Indebtedness, claims or rights of substantial value;
(k) any resignation or termination of employment of any officer of the Company;
(l) any Security Interest created by the Company with respect to any of its material properties or assets, except Permitted Liens;
(m) any loans or guarantees made by the Company to or for the benefit of its Business Employees, officers or directors, or any members of their immediate families, other than advances made in the Ordinary Course of Business
(n) any change in Tax election, and the Company has not entered into any closing agreement, settlement or compromise of any claim or assessment, amended any Tax Return, filed any Tax Return (other than consistent with past practice and applicable Law), or surrendered any claim for a refund of material Taxes; Table of Contents
(o) any change in any method of accounting or accounting practice, except as required by GAAP or applicable Law, or change in the Company’s cash management practices, policies or procedures with respect to the collection of accounts receivable and the payment of accounts payable, prepayment of expenses, establishment of reserves for uncollectable accounts, accrual of expenses, deferral of revenue, including any acceleration or delay of collections of receivables in advance of or beyond their regular due dates when they would have been collected in the Ordinary Course of Business;
(p) any declaration, setting aside or payment or other dividend in respect of any of the Company’s capital stock, or any direct or indirect redemption, purchase or other acquisition of any of such shares of capital stock by the Company;
(q) hired or engaged any Person on a full-time, part-time, consulting, independent contractor or other basis with an annualized base salary or equivalent annual compensation in excess of $50,000 or otherwise hired or engaged any officer, director, employee, independent contractor or other agent or service provider, with, or entered into, amended, modified, or terminated any employment or consulting agreement involving, an annualized base salary or equivalent annual compensation in excess of $50,000;
(r) any increase in the salary or other compensation or fringe benefit of the Company’s directors, officers, Business Employees or consultants (other than increases in the base salaries in the Ordinary Course of Business), or grant of any bonus (whether monetary or otherwise) or advance (other than advances for ordinary business expenses made in the Ordinary Course of Business) to any such director, officer, Business Employee or consultant of the Company;
(s) any adoption, amendment, modification or termination to, or failure to make contributions to, or increase to the benefits under, any Employee Benefit Plan for which Business Employees are or may become eligible other than as may be required by the terms of such Employee Benefit Plan or under relevant Law, or as may occur in the Ordinary Course of Business;
(t) to the Seller’s Knowledge, any other event or condition of any character that might materially and adversely affect the assets, properties, financial condition, operating results or the business of the Company (as such business is presently conducted); or
(u) any agreement or commitment by the Company to do any of the things described in this Section 4.8. Table of Contentsforegoing.
Appears in 1 contract
Subsequent Events. Except as set forth in Section 4.8 of Since June 30, 2011, except for matters specifically relating to the Seller Disclosure Schedule or as permitted or transactions contemplated by this Agreement, since the date of Seller has operated the Most Recent Year End, the Company has conducted its business Business in the Ordinary Course of Business in all material respects, and there the Business has not beensuffered 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 Adverse Effect with respect to the CompanySeller or the Business and, to the Knowledge of the Seller, no party intends to take any such action;
(b) any change in the assets, liabilities, financial condition or operating results of the Company, except changes and in the Ordinary Course of Business that have Seller has not been, in the aggregate, materially adverse;
(c) experienced any damage, destruction destruction, or loss, loss (whether or not covered by insurance) to any of the Acquired Assets;
(c) the Seller has not entered into any contract, materially lease, or license (or series of related contracts, leases, and adversely licenses) related to or affecting the assets, properties, financial condition, operating results, or the business of the Company (as such business is presently conducted); Table of ContentsBusiness;
(d) salethere has not been any other Material occurrence, leaseevent, assignmentincident, licenseaction, transfer failure to act or other disposition of any of the Company assets or portion thereof (other than sales of inventory or licensing of intellectual property rights, in each case, in transaction outside the Ordinary Course of Business involving the Business);
(e) the Seller has not sold, leased, transferred, or assigned any amendment of the Company’s organizational documents;
(f) any adoption or entering into any partnership, shareholders’ agreement or joint venture agreement with any Person;
(g) any waiver by the Company of a valuable right or of a material debt owed to it;
(h) (i) any material change, breach, cancellation of a material term or amendment to a Material Contract or (ii) any new Material Contract entered into by the Company;
(i) any capital expenditures or other expenditures with respect to capital additions or betterments related to the Company, or any commitments therefor, in excess of $25,000;
(j) any incurrence, assumption or guarantee of any Indebtedness (other than with respect to the Company’s line of credit), or waiver, cancellation, modification, payment (except for regularly scheduled payments of principal and interest), discharge or settlement of any Indebtedness, claims or rights of substantial value;
(k) any resignation or termination of employment of any officer assets of the Company;
(l) any Security Interest created by the Company with respect to any of its material properties Business, tangible or assets, except Permitted Liens;
(m) any loans or guarantees made by the Company to or for the benefit of its Business Employees, officers or directors, or any members of their immediate familiesintangible, other than advances made in the Ordinary Course of Business
(n) any change in Tax election, and the Company has not entered into any closing agreement, settlement or compromise of any claim or assessment, amended any Tax Return, filed any Tax Return (other than consistent with past practice and applicable Law), or surrendered any claim for a refund of material Taxes; Table of Contents
(o) any change in any method of accounting or accounting practice, except as required by GAAP or applicable Law, or change in the Company’s cash management practices, policies or procedures with respect to the collection of accounts receivable and the payment of accounts payable, prepayment of expenses, establishment of reserves for uncollectable accounts, accrual of expenses, deferral of revenue, including any acceleration or delay of collections of receivables in advance of or beyond their regular due dates when they would have been collected fair consideration in the Ordinary Course of Business;
(pf) the Seller has not made any declaration, setting aside capital expenditure (or payment or other dividend series of related capital expenditures) in respect of any of connection with the Company’s capital stock, or any direct or indirect redemption, purchase or other acquisition of any of such shares of capital stock by the Company;
(q) hired or engaged any Person on a full-time, part-time, consulting, independent contractor or other basis with an annualized base salary or equivalent annual compensation in excess of Business either involving more than $50,000 or otherwise hired or engaged any officer, director, employee, independent contractor or other agent or service provider, with, or entered into, amended, modified, or terminated any employment or consulting agreement involving, an annualized base salary or equivalent annual compensation in excess of $50,000;
(r) any increase 10,000 in the salary aggregate or other compensation or fringe benefit of the Company’s directors, officers, Business Employees or consultants (other than increases in the base salaries in the Ordinary Course of Business), or grant of any bonus (whether monetary or otherwise) or advance (other than advances for ordinary business expenses made in the Ordinary Course of Business) to any such director, officer, Business Employee or consultant of the Company;
(s) any adoption, amendment, modification or termination to, or failure to make contributions to, or increase to the benefits under, any Employee Benefit Plan for which Business Employees are or may become eligible other than as may be required by the terms of such Employee Benefit Plan or under relevant Law, or as may occur in outside the Ordinary Course of Business;
(tg) 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 Seller’s KnowledgeFume Intellectual Property;
(i) the Seller has not entered into any employment contract or collective bargaining agreement, any other event written or condition oral, in connection with or affecting the Business or modified the terms of any character that might materially and adversely affect the assets, properties, financial condition, operating results existing such contract or the business of the Company (as such business is presently conducted); oragreement;
(uj) the Seller has not written down the value of any agreement Acquired Asset on its books or commitment by records, except for depreciation and amortization taken in the Company Ordinary Course of Business; and
(k) the Seller has not committed to do any of the things described in this Section 4.8. Table of Contentsforegoing.
Appears in 1 contract
Subsequent Events. Except as set forth in Section 4.8 of the Since December 31, 2018, (a) Seller Disclosure Schedule or as permitted or contemplated by this Agreement, since the date of the Most Recent Year End, the Company has conducted its business the Business in the Ordinary Course ordinary course of Business in all material respects, business; and (b) there has not been:
(a) any Material Adverse Effect , with respect to the Company;
Business, any event, change, occurrence or circumstance that, individually or in the aggregate with any such events, changes, occurrences or circumstances, has had or would reasonably be expected to have, a Material Adverse Effect. Without limiting the generality of the foregoing, since December 31, 2018, Seller has not: (a) sold, leased, transferred, pledged, encumbered or assigned any of the assets of the Business outside the ordinary course of business; (b) entered into any change Material Contract (or series of related Material Contracts) other than in the assets, liabilities, financial condition or operating results ordinary course of the Company, except changes and in the Ordinary Course of Business that have not been, in the aggregate, materially adverse;
business; (c) accelerated, terminated, modified or canceled any Material Contract (or Contract that would have been a Material Contract had it not been terminated or canceled) except in the ordinary course of business and, to Seller's knowledge, no other party has done so as a result of any default by Seller; (d) accelerated, waived, wrote-off or canceled the payment of any accounts receivable outside the ordinary course of business; (e) canceled, compromised, waived or released any material right or claim (or series of related rights and claims) outside the ordinary course of business; (f) granted any license or sublicense of any rights under or with respect to any Intellectual Property outside the ordinary course of business; (g) experienced any material damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting loss to the assets, properties, financial condition, operating results, or the business assets of the Company (as such business is presently conducted)Business; Table of Contents
(d) sale, lease, assignment, license, transfer or other disposition of any of the Company assets or portion thereof (other than sales of inventory or licensing of intellectual property rights, in each case, in the Ordinary Course of Business);
(e) any amendment of the Company’s organizational documents;
(f) any adoption or entering into any partnership, shareholders’ agreement or joint venture agreement with any Person;
(g) any waiver by the Company of a valuable right or of a material debt owed to it;
(h) experienced any material adverse change in personnel or relationships with third parties, including customers and vendors, other than immaterial changes which occur in the ordinary course of business; (i) changed in any material changerespect accounting or Tax reporting principles, breach, cancellation of a material term methods or amendment to a Material Contract policies; or (ii) any new Material Contract entered into by the Company;
(i) any capital expenditures or other expenditures with respect to capital additions or betterments related to the Company, or any commitments therefor, in excess of $25,000;
(j) any incurrence, assumption or guarantee of any Indebtedness (other than with respect to the Company’s line of credit), or waiver, cancellation, modification, payment (except for regularly scheduled payments of principal and interest), discharge or settlement of any Indebtedness, claims or rights of substantial value;
(k) any resignation or termination of employment of any officer of the Company;
(l) any Security Interest created by the Company with respect to any of its material properties or assets, except Permitted Liens;
(m) any loans or guarantees made by the Company to or for the benefit of its Business Employees, officers or directors, or any members of their immediate families, other than advances made in the Ordinary Course of Business
(n) any change in Tax election, and the Company has not entered into any closing agreement, settlement or compromise of any claim or assessment, amended any Tax Return, filed any Tax Return (other than consistent with past practice and applicable Law), or surrendered any claim for a refund of material Taxes; Table of Contents
(o) any change in any method of accounting or accounting practice, except as required by GAAP or applicable Law, or change in the Company’s cash management practices, policies or procedures with respect to the collection of accounts receivable and the payment of accounts payable, prepayment of expenses, establishment of reserves for uncollectable accounts, accrual of expenses, deferral of revenue, including any acceleration or delay of collections of receivables in advance of or beyond their regular due dates when they would have been collected in the Ordinary Course of Business;
(p) any declaration, setting aside or payment or other dividend in respect of any of the Company’s capital stock, or any direct or indirect redemption, purchase or other acquisition of any of such shares of capital stock by the Company;
(q) hired or engaged any Person on a full-time, part-time, consulting, independent contractor or other basis with an annualized base salary or equivalent annual compensation in excess of $50,000 or otherwise hired or engaged any officer, director, employee, independent contractor or other agent or service provider, with, or entered into, amended, modified, or terminated any employment or consulting agreement involving, an annualized base salary or equivalent annual compensation in excess of $50,000;
(r) any increase in the salary or other compensation or fringe benefit of the Company’s directors, officers, Business Employees or consultants (other than increases in the base salaries in the Ordinary Course of Business), or grant of any bonus (whether monetary or otherwise) or advance (other than advances for ordinary business expenses made in the Ordinary Course of Business) to any such director, officer, Business Employee or consultant of the Company;
(s) any adoption, amendment, modification or termination to, or failure to make contributions to, or increase to the benefits under, any Employee Benefit Plan for which Business Employees are or may become eligible other than as may be required by the terms of such Employee Benefit Plan or under relevant Law, or as may occur in the Ordinary Course of Business;
(t) to the Seller’s Knowledge, any other event or condition of any character that might materially and adversely affect the assets, properties, financial condition, operating results or the business of the Company (as such business is presently conducted); or
(u) any agreement or commitment by the Company to do any of the things described in this Section 4.8. Table of Contentsforegoing.
Appears in 1 contract
Samples: Asset Purchase Agreement (Bioanalytical Systems Inc)
Subsequent Events. Except as set forth on the Schedule of ----------------- Exceptions, since October 31, 1996, the Company has not (i) issued any stock, bond or other corporate security, (ii) borrowed any amount or incurred or become subject to any liability (absolute, accrued or contingent), except liabilities under contracts entered into in Section 4.8 the ordinary course of business, (iii) discharged or satisfied any lien or encumbrance or incurred or paid any obligation or liability (absolute, accrued or contingent), other than current liabilities shown on the Seller Disclosure Schedule or as permitted or contemplated by this Agreement, Company Financial Statements and current liabilities incurred since the date of the Most Recent Year End, the Company has conducted its business Financial Statements in the Ordinary Course ordinary course of Business business, (iv) declared or made any payment or distribution to shareholders or purchased or redeemed any shares of its capital stock or other securities, (v) mortgaged, pledged or subjected to lien any of its assets, tangible or intangible, other than liens for current real property taxes not yet due and payable, (vi) sold, assigned or transferred any of its tangible assets except for fair value in all material respectsthe ordinary course of business, and there has not been:
or canceled any debt or claim, except for fair value in the ordinary course of business, (avii) sold, assigned, transferred or granted any Material Adverse Effect license with respect to any patent, trademark, trade name, service xxxx, copyright, trade secret or other intangible asset, except pursuant to license or other agreements entered into in the Company;
ordinary course of business, (bviii) suffered any loss of property or waived any right of substantial value whether or not in the ordinary course of business, (ix) made any change in officer compensation, (x) made any material change in the assets, liabilities, financial condition manner of business or operating results operations of the Company, (xi) entered into any transaction except changes and in the Ordinary Course ordinary course of Business that have not been, in the aggregate, materially adverse;
(c) any damage, destruction business or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating resultsas otherwise contemplated hereby, or the business of the Company (as such business is presently conducted); Table of Contents
(dxii) sale, lease, assignment, license, transfer entered into any written or other disposition of oral commitment to any of the Company assets or portion thereof (other than sales of inventory or licensing of intellectual property rights, in each case, in the Ordinary Course of Business);
(e) any amendment of the Company’s organizational documents;
(f) any adoption or entering into any partnership, shareholders’ agreement or joint venture agreement with any Person;
(g) any waiver by the Company of a valuable right or of a material debt owed to it;
(h) (i) any material change, breach, cancellation of a material term or amendment to a Material Contract or (ii) any new Material Contract entered into by the Company;
(i) any capital expenditures or other expenditures with respect to capital additions or betterments related to the Company, or any commitments therefor, in excess of $25,000;
(j) any incurrence, assumption or guarantee of any Indebtedness (other than with respect to the Company’s line of credit), or waiver, cancellation, modification, payment (except for regularly scheduled payments of principal and interest), discharge or settlement of any Indebtedness, claims or rights of substantial value;
(k) any resignation or termination of employment of any officer of the Company;
(l) any Security Interest created by the Company with respect to any of its material properties or assets, except Permitted Liens;
(m) any loans or guarantees made by the Company to or for the benefit of its Business Employees, officers or directors, or any members of their immediate families, other than advances made in the Ordinary Course of Business
(n) any change in Tax election, and the Company has not entered into any closing agreement, settlement or compromise of any claim or assessment, amended any Tax Return, filed any Tax Return (other than consistent with past practice and applicable Law), or surrendered any claim for a refund of material Taxes; Table of Contents
(o) any change in any method of accounting or accounting practice, except as required by GAAP or applicable Law, or change in the Company’s cash management practices, policies or procedures with respect to the collection of accounts receivable and the payment of accounts payable, prepayment of expenses, establishment of reserves for uncollectable accounts, accrual of expenses, deferral of revenue, including any acceleration or delay of collections of receivables in advance of or beyond their regular due dates when they would have been collected in the Ordinary Course of Business;
(p) any declaration, setting aside or payment or other dividend in respect of any of the Company’s capital stock, or any direct or indirect redemption, purchase or other acquisition of any of such shares of capital stock by the Company;
(q) hired or engaged any Person on a full-time, part-time, consulting, independent contractor or other basis with an annualized base salary or equivalent annual compensation in excess of $50,000 or otherwise hired or engaged any officer, director, employee, independent contractor or other agent or service provider, with, or entered into, amended, modified, or terminated any employment or consulting agreement involving, an annualized base salary or equivalent annual compensation in excess of $50,000;
(r) any increase in the salary or other compensation or fringe benefit of the Company’s directors, officers, Business Employees or consultants (other than increases in the base salaries in the Ordinary Course of Business), or grant of any bonus (whether monetary or otherwise) or advance (other than advances for ordinary business expenses made in the Ordinary Course of Business) to any such director, officer, Business Employee or consultant of the Company;
(s) any adoption, amendment, modification or termination to, or failure to make contributions to, or increase to the benefits under, any Employee Benefit Plan for which Business Employees are or may become eligible other than as may be required by the terms of such Employee Benefit Plan or under relevant Law, or as may occur in the Ordinary Course of Business;
(t) to the Seller’s Knowledge, any other event or condition of any character that might materially and adversely affect the assets, properties, financial condition, operating results or the business of the Company (as such business is presently conducted); or
(u) any agreement or commitment by the Company to do any of the things described in this Section 4.8. Table of Contentsforegoing.
Appears in 1 contract
