Common use of Subsequent Events Clause in Contracts

Subsequent Events. Except as disclosed in the Prospectuses, since March 31, 2024: (i) neither the Company nor any of the Material Subsidiaries has incurred, assumed or suffered any liability (absolute, accrued, contingent or otherwise) or entered into any transaction which is or may be material to the Company and the Material Subsidiaries, taken as a whole; (ii) neither the Company nor any of the Material Subsidiaries has declared or paid any dividends, or made any other distribution of any kind, on or in respect of its share capital (other than dividends paid in the ordinary course consistent with past practice); (iii) there has not been any material change in the share capital or long-term or short-term debt of the Company and the Material Subsidiaries taken as a whole; (iv) neither the Company nor any Material Subsidiary has sustained any material loss or material interference with its business or assets from fire, explosion, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any labour dispute or any legal or governmental proceeding, in any such case that is material to the Company and the Material Subsidiaries taken as a whole; and (v) there has not been any material adverse change or any development involving a prospective material adverse change, whether or not arising from transactions in the ordinary course of business, in or affecting the business, general affairs, management, condition (financial or otherwise), results of operations, shareholders’ equity, assets or prospects of the Company and the Material Subsidiaries, taken as a whole; since the date of the latest balance sheet included, or incorporated by reference, in the Prospectuses, neither the Company nor any Material Subsidiary has incurred or undertaken any liabilities or obligations, whether direct or indirect, liquidated or contingent, matured or unmatured, or entered into any transactions, including any acquisition or disposition of any business or asset, which are material to the Company and the Material Subsidiaries, taken as a whole, except for liabilities, obligations and transactions which are disclosed in the Prospectuses.

Appears in 2 contracts

Samples: Equity Distribution Agreement (SolarBank Corp), Equity Distribution Agreement (SolarBank Corp)

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Subsequent Events. Except as disclosed in the Prospectusesset forth on Schedule 3.9, since March 31year ended January 15, 20241996: (i) neither the Company nor Seller has not sold, leased, transferred or assigned any assets of the Material Subsidiaries Business, tangible or intangible, except in the Ordinary Course; (ii) Seller has not entered into any agreement, contract, lease or license (or series of related agreements, contracts, leases and licenses) involving more than $2,500 or outside the Ordinary Course; (iii) no third party has accelerated, terminated, modified or canceled any material agreement, contract, lease or license (or series of related agreements, contracts, leases and licenses) relating to Seller or the Business; (iv) Seller has not imposed or permitted the imposition of any Encumbrance upon any assets of the Business, tangible or intangible; (v) Seller has not 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 or acquisitions); (vi) Seller has not issued any note, bond or other debt security or created, incurred, assumed or suffered guaranteed any liability (absolute, accrued, contingent indebtedness for borrowed money or otherwise) or entered into any transaction which is or may be material to the Company and the Material Subsidiaries, taken as a wholecapitalized lease obligations; (iivii) neither Seller has not delayed or postponed the Company nor payment of accounts payable and other Liabilities outside the Ordinary Course; (viii) Seller has not canceled, compromised, waived or released any right or claim (or series of related rights and claims) involving more than $1,000 or outside the Material Subsidiaries Ordinary Course; (ix) Seller has declared not granted any license or paid any dividends, or made any other distribution sublicense of any kind, on rights under or in with respect of its share capital (other than dividends paid to any Intellectual Property used or useful in the ordinary course consistent with past practice)Business; (iiix) there has not been any other material change in occurrence, event, incident, action, failure to act or transaction outside the share capital or long-term or short-term debt of the Company and the Material Subsidiaries taken as a whole; (iv) neither the Company nor any Material Subsidiary has sustained any material loss or material interference with its business or assets from fire, explosion, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any labour dispute or any legal or governmental proceeding, in any such case Ordinary Course involving Seller except that is material to the Company generally known by other NRTC members and the Material Subsidiaries taken as a wholeaffiliates; and (vxi) Seller has not committed to any of the foregoing. Since the year ended January 15, 1996, there has not been no material adverse change in, and to the best knowledge of Seller and Shareholders, no event has occurred which is likely, individually or in the aggregate, to result in any material adverse change in, the operations, assets, prospects or any development involving a prospective material adverse change, whether or not arising from transactions in the ordinary course of business, in or affecting the business, general affairs, management, condition (financial or otherwise), results ) of operations, shareholders’ equity, assets or prospects of the Company and the Material Subsidiaries, taken as a whole; since the date of the latest balance sheet included, or incorporated by reference, in the Prospectuses, neither the Company nor any Material Subsidiary has incurred or undertaken any liabilities or obligations, whether direct or indirect, liquidated or contingent, matured or unmatured, or entered into any transactions, including any acquisition or disposition of any business or asset, which are material to the Company and the Material Subsidiaries, taken as a whole, except for liabilities, obligations and transactions which are disclosed in the ProspectusesSeller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pegasus Communications Corp)

Subsequent Events. Except as disclosed in the Prospectusesset forth on Schedule 2.7, since March ----------------- ------------ December 31, 2024: 1998, the Company has not (i) neither the Company nor issued any of the Material Subsidiaries has incurredstock, assumed bond or suffered other corporate security, (ii) borrowed any amount or incurred or become subject to any liability (absolute, accruedaccrued or contingent), contingent or otherwise) or except liabilities under contracts entered into any transaction which is or may be material to the Company and the Material Subsidiaries, taken as a whole; (ii) neither the Company nor any of the Material Subsidiaries has declared or paid any dividends, or made any other distribution of any kind, on or in respect of its share capital (other than dividends paid in the ordinary course consistent with past practice); (iii) there has not been any material change in the share capital or long-term or short-term debt of the Company and the Material Subsidiaries taken as a whole; (iv) neither the Company nor any Material Subsidiary has sustained any material loss or material interference with its business or assets from fire, explosion, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any labour dispute or any legal or governmental proceeding, in any such case that is material to the Company and the Material Subsidiaries taken as a whole; and (v) there has not been any material adverse change or any development involving a prospective material adverse change, whether or not arising from transactions in the ordinary course of business, (iii) discharged or satisfied any lien or encumbrance or incurred or paid any obligation or liability of the type required by GAAP to be reflected in or affecting the financial statements of the Company, other than current liabilities shown on Schedule 2.7 ------------ and current liabilities incurred since December 31, 1998 in the ordinary course of business, general affairs(iv) declared or made any payment or distribution to shareholders or purchased or redeemed any shares of its capital stock or other securities, management(v) mortgaged, condition 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, (financial vi) sold, assigned or otherwise)transferred any of its tangible assets except for fair value in the ordinary course of business, results or canceled any debt or claim, except for fair value in the ordinary course of operationsbusiness, shareholders’ equity(vii) sold, assets assigned, transferred or prospects granted any 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 ordinary course of business, (viii) 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 manner of business or operations of the Company and the Material SubsidiariesCompany, taken as a whole; since the date of the latest balance sheet included, or incorporated by reference, in the Prospectuses, neither the Company nor any Material Subsidiary has incurred or undertaken any liabilities or obligations, whether direct or indirect, liquidated or contingent, matured or unmatured, or (xi) entered into any transactions, including any acquisition or disposition transaction except in the ordinary course of any business or assetas otherwise contemplated hereby, which are material or (xii) entered into any written or oral commitment (contingent or otherwise) to do any of the Company and the Material Subsidiaries, taken as a whole, except for liabilities, obligations and transactions which are disclosed in the Prospectusesforegoing.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Mainspring Communications Inc)

Subsequent Events. Except as disclosed set forth in Section 3.10 of the ProspectusesCompany Disclosure Statement, or to the extent consented to in writing by Lions Gate, since March 31, 20242000, except as disclosed in Company SEC Filings prior to the date hereof: (i) neither the Company nor any of its subsidiaries has sold, leased, transferred or assigned any of its material Company Assets outside of the Material Subsidiaries has incurred, assumed or suffered any liability (absolute, accrued, contingent or otherwise) or entered into any transaction which is or may be material to the Company and the Material Subsidiaries, taken as a wholeOrdinary Course; (ii) no third party has accelerated, terminated, modified or canceled any material agreement, contract, lease or license (or series of related agreements, contracts, leases and licenses) relating to the Company, any of its Subsidiaries or the Company Business; (iii) neither the Company nor any of the Material its Subsidiaries has declared imposed or paid any dividends, or made any other distribution permitted the imposition of any kind, on or in respect of its share capital Encumbrance (other than dividends paid in Permitted Liens) upon any of the ordinary course consistent with past practice); (iii) there has not been any material change in the share capital or long-term or short-term debt rights of the Company and or its Subsidiaries in its material Assets outside of the Material Subsidiaries taken as a wholeOrdinary Course; (iv) neither the Company nor any Material Subsidiary of its Subsidiaries has sustained made any material loss capital investment in, any loan to, or material interference with its business any Acquisition of the securities or assets from fireof, explosionany other Person (or series of related capital investments, flood, hurricane, accident loans or Acquisitions) other calamity, whether than loans to or not covered by insurance, or from any labour dispute or any legal or governmental proceeding, investments in any such case that is material to Subsidiaries of the Company; (v) neither the Company nor any of its Subsidiaries has delayed or postponed the payment of accounts payable and other Liabilities outside the Material Ordinary Course in excess of $100,000 (exclusive of matters being contested in good faith); (vi) neither the Company nor any of its Subsidiaries taken as a wholehas canceled, compromised, waived or released any rights or claims outside the Ordinary Course involving more than the reasonable approximation of $100,000 in the aggregate; and (vvii) neither the Company nor any of its Subsidiaries have committed to any of the foregoing. Since March 31, 2000, there has not been any material adverse change other occurrence, event, incident, action, failure to act or transaction involving the Company or any development involving a prospective material adverse changeof its Subsidiaries which is reasonably likely, whether individually or not arising from transactions in the ordinary course of businessaggregate, in or affecting to have a Material Adverse Effect on the business, general affairs, management, condition (financial or otherwise), results of operations, shareholders’ equity, assets or prospects of the Company and the Material Subsidiaries, taken as a whole; since the date of the latest balance sheet included, or incorporated by reference, in the Prospectuses, neither the Company nor any Material Subsidiary has incurred or undertaken any liabilities or obligations, whether direct or indirect, liquidated or contingent, matured or unmatured, or entered into any transactions, including any acquisition or disposition of any business or asset, which are material to the Company and the Material Subsidiaries, taken as a whole, except for liabilities, obligations and transactions which are disclosed in the ProspectusesCompany.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Trimark Holdings Inc)

Subsequent Events. Except as disclosed set forth on Schedule 2.33 and except for the transactions contemplated by this Agreement, since December 31, 2015, the Company has conducted its business only in the ProspectusesOrdinary Course of Business, since March 31, 2024: has made expenditures (iincluding capital expenditures) neither the Company nor any of the Material Subsidiaries has incurred, assumed or suffered any liability (absolute, accrued, contingent or otherwise) or entered into any transaction which is or may be material to the Company and the Material Subsidiaries, taken as a whole; (ii) neither the Company nor any of the Material Subsidiaries has declared or paid any dividends, or made any other distribution of any kind, on or in respect of its share capital (other than dividends paid in the ordinary course consistent with past practice); (iii) practices, and there has not been any material event, occurrence, development or circumstances, including any change in the share capital or long-term or short-term debt of the Company and the Material Subsidiaries taken as a whole; (iv) neither the Company nor any Material Subsidiary has sustained any material loss or material interference with its business or assets from fire, explosion, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any labour dispute or any legal or governmental proceeding, in any such case that is material to the Company and the Material Subsidiaries taken as a whole; and (v) there has not been any material adverse change or any development involving a prospective material adverse change, whether or not arising from transactions in the ordinary course of business, in or affecting the businessfinancial condition, general affairs, management, condition (financial or otherwise)operations, results of operations, shareholders’ equityassets, assets customer, supplier or prospects 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 and the Material Subsidiaries, has not taken as a whole; since the date any of the latest balance sheet includedfollowing 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 incorporated by referenceany 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 ProspectusesCompany, neither 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 Company nor Ordinary Course of Business to, or canceled any Material Subsidiary has 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 undertaken guaranteed any liabilities obligation for borrowed money or capitalized lease obligations, whether direct or indirectnot evidenced by a note, liquidated bond, debenture or contingent, matured or unmaturedsimilar instrument, or entered into any transactions“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 its Charter or other Governing Documents (other than in connection with the Reorganization); (ix) proposed or approved the issuance, pledge, delivery, award, grant or sale (including any acquisition or disposition the grant of any business encumbrances) of, any of its equity securities (including equity securities held in treasury), or assetany Options, which are material or granted or otherwise issued the same; (x) declared, set aside, or paid any dividend or made any distribution with respect to the Company and the Material Subsidiaries, taken as a wholeits equity securities (whether in cash or in kind), except for liabilitiesdividends and/or distributions of cash; (xi) adopted (or entered into) any new or amended, obligations modified or terminated any existing, in any material respect, bonus, profit sharing, incentive, retention, severance, employee benefit or other plan, Contract, loan, or commitment for the benefit of any of its directors, managers, officers and transactions which are disclosed employees (or take any such action with respect to any other Benefit Plan); (xii) other than in the Prospectuses.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; (xiii) made or changed any Tax election, changed any annual Tax accounting period, changed any method of Tax accounting, entered into any closing agreement with respect to any Tax, settled any Tax claim or any assessment or surrendered any right to claim a Tax refund;

Appears in 1 contract

Samples: Equity Purchase Agreement (DLH Holdings Corp.)

Subsequent Events. Except as disclosed set forth in Section 3.11 of the ProspectusesCompany Disclosure Statement, in connection with the Corporate Conversion, or to the extent consented to in writing by Pegasus, since March 31September 30, 20241997: (i) neither the Company nor any of the Material its Subsidiaries has incurredsold, assumed leased, transferred or suffered assigned any liability (absolute, accrued, contingent or otherwise) or entered into any transaction which is or may be material to of the Company and Assets except in the Material Subsidiaries, taken as a wholeOrdinary Course; (ii) no third party has accelerated, terminated, modified or canceled any material agreement, contract, lease or license (or series of related agreements, contracts, leases and licenses) relating to the Company, any of its Subsidiaries or the Business; (iii) neither the Company nor any of the Material its Subsidiaries has declared imposed or paid any dividends, or made any other distribution permitted the imposition of any kind, on or in respect of its share capital (other than dividends paid in the ordinary course consistent with past practice); (iii) there has not been Encumbrance upon any material change in the share capital or long-term or short-term debt of the Company and the Material Subsidiaries taken as a wholematerial Assets; (iv) neither the Company nor any Material Subsidiary of its Subsidiaries has sustained made any material loss capital investment in, any loan to, or material interference with its business any Acquisition of the securities or assets from fireof, explosionany other Person (or series of related capital investments, floodloans or Acquisitions) other than Subsidiaries of the Company; (v) neither the Company nor any of its Subsidiaries has issued any note, hurricane, accident bond or other calamitydebt security or created, whether incurred, assumed or not covered by insurance, guaranteed any indebtedness for borrowed money or from any labour dispute or any legal or governmental proceeding, in any such case that is material to capitalized lease obligations except under the Company Credit Agreement or as contemplated by the Exchange Offer; (vi) neither the Company nor any of its Subsidiaries has delayed or postponed the payment of accounts payable and other Liabilities outside the Material Ordinary Course; (vii) neither the Company nor any of its Subsidiaries taken as a wholehas canceled, compromised, waived or released any right or claim (or series of related rights and claims) involving more than $150,000 or outside the Ordinary Course; and (vviii) neither the Company nor any of its Subsidiaries has granted any license or sublicense of any rights under or with respect to any Intellectual Property used or useful in the Business, other than in connection with the Acquisition of certain portions of the DIRECTV Distribution Business of the Company; (ix) there has not been any other material adverse change occurrence, event, incident, action, failure to act or transaction outside the Ordinary Course involving the Company or any development involving a prospective material adverse changeof its Subsidiaries except matters generally known to, whether or not arising from transactions in the ordinary course of businessand that generally affect, in or affecting the business, general affairs, management, condition other NRTC members and affiliates; and (financial or otherwise), results of operations, shareholders’ equity, assets or prospects of the Company and the Material Subsidiaries, taken as a whole; since the date of the latest balance sheet included, or incorporated by reference, in the Prospectuses, x) neither the Company nor any Material Subsidiary of its Subsidiaries has incurred committed to any of the foregoing. Since September 30, 1997, no event has occurred which is likely, individually or undertaken any liabilities or obligations, whether direct or indirect, liquidated or contingent, matured or unmatured, or entered into any transactions, including any acquisition or disposition of any business or asset, which are material to the Company and the Material Subsidiaries, taken as a whole, except for liabilities, obligations and transactions which are disclosed in the Prospectusesaggregate, to have a Material Adverse Effect on the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pegasus Communications Corp)

Subsequent Events. Except as disclosed in Since the Prospectusesdate of the most recent Financial Statements, since March 31, 2024the Company has not: (i) neither issued any stock (other than the Company nor Class B Shares), bond or other corporate security; (ii) borrowed any of the Material Subsidiaries has incurred, assumed amount or suffered incurred or become subject to any liability (absolute, accruedaccrued or contingent), contingent or otherwise) or except current liabilities incurred and liabilities under contracts entered into any transaction which is or may be material to the Company and the Material Subsidiaries, taken as a whole; (ii) neither the Company nor any of the Material Subsidiaries has declared or paid any dividends, or made any other distribution of any kind, on or in respect of its share capital (other than dividends paid in the ordinary course consistent with past practice)of business which do not have an adverse effect upon the business or finances of the Company; (iii) there has not been discharged or satisfied any material change lien or encumbrance or incurred or paid any obligation or liability (absolute, accrued or contingent) other than current liabilities shown on the Financial Statements and current liabilities incurred since the date of the Financial Statements in the share capital or long-term or short-term debt ordinary course of the Company and the Material Subsidiaries taken as a wholebusiness; (iv) neither the Company nor declared or made any Material Subsidiary has sustained payment or distribution to shareholders or purchased or redeemed any material loss or material interference with share of its business or assets from fire, explosion, flood, hurricane, accident capital stock or other calamity, whether or not covered by insurance, or from any labour dispute or any legal or governmental proceeding, in any such case that is material to the Company and the Material Subsidiaries taken as a wholesecurity; and (v) there has mortgaged, pledged or subjected to lien any of its assets, tangible or intangible, other than liens which arise by operation of law or liens of current real property taxes not been yet due and payable; (vi) sold, assigned or transferred any material adverse change or any development involving a prospective material adverse changeof its tangible assets, whether or not arising from transactions except in the ordinary course of business, in or affecting the businesscancelled any debt or claim; (vii) sold, general affairsassigned, managementtransferred or granted any exclusive license with respect to any patent, condition trademark, trade name, service mark, copyright, trade secrxx xr other intangible asset; (financial viii) suffered any loss of property or otherwise)waived any right, results of operations, shareholders’ equity, assets whether or prospects of the Company and the Material Subsidiaries, taken as a whole; since the date of the latest balance sheet included, or incorporated by reference, not in the Prospectuses, neither ordinary course of business; (ix) made any change in officer compensation; (x) made any change in the Company nor manner of business or operations including any Material Subsidiary has incurred or undertaken any liabilities or obligations, whether direct or indirect, liquidated or contingent, matured or unmatured, or change in accounting principles and practices; (xi) entered into any transactions, including any acquisition or disposition transaction except in the ordinary course of any business or assetas otherwise contemplated hereby; or (xii) entered into any commitment (contingent or otherwise) to do any of the foregoing; except to the extent expressly authorized or required by this Agreement, which are material to authorization includes payments under the Company Company's Dissolution Plan, Profit Sharing Plan and Bonus Plan, Non-Competition Payments, and the Material SubsidiariesCompany's expenses in connection with the transactions contemplated by this Agreement, taken as a whole, except for liabilities, obligations and transactions which are disclosed all specified in the ProspectusesSchedule 2.14.

Appears in 1 contract

Samples: Stock Purchase Agreement (Healthextras Inc)

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Subsequent Events. Except as disclosed in the Prospectuses, since March Since December 31, 2024: 2018, (ia) neither Seller has conducted the Company nor any of the Material Subsidiaries has incurred, assumed or suffered any liability (absolute, accrued, contingent or otherwise) or entered into any transaction which is or may be material to the Company and the Material Subsidiaries, taken as a whole; (ii) neither the Company nor any of the Material Subsidiaries has declared or paid any dividends, or made any other distribution of any kind, on or in respect of its share capital (other than dividends paid in the ordinary course consistent with past practice); (iii) there has not been any material change in the share capital or long-term or short-term debt of the Company and the Material Subsidiaries taken as a whole; (iv) neither the Company nor any Material Subsidiary has sustained any material loss or material interference with its business or assets from fire, explosion, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any labour dispute or any legal or governmental proceeding, in any such case that is material to the Company and the Material Subsidiaries taken as a whole; and (v) there has not been any material adverse change or any development involving a prospective material adverse change, whether or not arising from transactions Business in the ordinary course of business; 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 affecting circumstances, has had or would reasonably be expected to have, a Material Adverse Effect. Without limiting the business, general affairs, management, condition (financial or otherwise), results of operations, shareholders’ equity, assets or prospects generality of the Company and the Material Subsidiariesforegoing, taken as a whole; since the date December 31, 2018, Seller has not: (a) sold, leased, transferred, pledged, encumbered or assigned any of the latest balance sheet included, or incorporated by reference, in assets of the Prospectuses, neither Business outside the Company nor any Material Subsidiary has incurred or undertaken any liabilities or obligations, whether direct or indirect, liquidated or contingent, matured or unmatured, or ordinary course of business; (b) entered into any transactionsMaterial Contract (or series of related Material Contracts) other than in the ordinary course of 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 to the assets of the Business; (h) experienced any material adverse change in personnel or relationships with third parties, including any acquisition or disposition of any business or assetcustomers and vendors, other than immaterial changes which are material to the Company and the Material Subsidiaries, taken as a whole, except for liabilities, obligations and transactions which are disclosed occur in the Prospectusesordinary course of business; (i) changed in any material respect accounting or Tax reporting principles, methods or policies; or (j) entered into any commitment to do any of the foregoing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Bioanalytical Systems Inc)

Subsequent Events. Except as disclosed set forth in the ProspectusesSchedule 3.15, since March May 31, 20242004 the Company has not: (i) neither the Company nor issued any of the Material Subsidiaries has incurredstock, assumed bond or suffered other corporate security; (ii) borrowed any amount or incurred or become subject to any liability (absolute, accrued, contingent contingent, known or otherwise) or unknown), except current liabilities incurred and liabilities under contracts entered into any transaction which is or may be material to the Company and the Material Subsidiaries, taken as a whole; (ii) neither the Company nor any of the Material Subsidiaries has declared or paid any dividends, or made any other distribution of any kind, on or in respect of its share capital (other than dividends paid in the ordinary course consistent with past practice); (iii) there has not been any material change in the share capital or long-term or short-term debt of the Company and the Material Subsidiaries taken as a whole; (iv) neither the Company nor any Material Subsidiary has sustained any material loss or material interference with its business or assets from fire, explosion, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any labour dispute or any legal or governmental proceeding, in any such case that is material to the Company and the Material Subsidiaries taken as a whole; and (v) there has not been any material adverse change or any development involving a prospective material adverse change, whether or not arising from transactions in the ordinary course of businessbusiness and consistent with past practices which do not have an adverse effect upon the Company or finances of the Company; (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 Financial Statements and liabilities incurred since May 31, 2004 in the ordinary course of business and consistent with past practices; (iv) declared or affecting the business, general affairs, management, condition (financial made any payment or otherwise), results of operations, shareholders’ equity, assets or prospects distribution to shareholders of the Company or purchased or redeemed any share of its capital stock or other security; (v) mortgaged, pledged or subjected to lien any asset, tangible or intangible, other than liens which arise by operation of law or liens of current real property taxes not yet due and the Material Subsidiariespayable; (vi) sold, taken as a whole; since the date of the latest balance sheet includedassigned or transferred any tangible asset or cancelled any debt or claim, or incorporated by reference, except in the Prospectusesordinary course of business and consistent with past practices; (vii) sold, neither assigned, transferred or granted any exclusive license with respect to any patent, trademark, trade name, service xxxx, copyright, trade secret or other intangible asset; (viii) suffered any loss of property or waived any right, except in the Company nor ordinary course of business and consistent with past practices; (ix) made any Material Subsidiary has incurred change in officer compensation; (x) made any change in employee compensation except in the ordinary course of business and consistent with past practice; (xi) made any change in the manner of business or undertaken operations, including any liabilities change in accounting principles or obligations, whether direct or indirect, liquidated or contingent, matured or unmatured, or practices; (xii) entered into any transactions, including any acquisition or disposition transaction except in the ordinary course of any business or assetas otherwise contemplated hereby; or (xiii) entered into any commitment (contingent or otherwise) to do any of the foregoing, which are material except to the Company and the Material Subsidiaries, taken as a whole, except for liabilities, obligations and transactions which are disclosed in the Prospectusesextent expressly authorized or required by this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Healthextras Inc)

Subsequent Events. Except as disclosed in the ProspectusesOffering Prospectus, since March 31, 20242023: (i) neither the Company nor any of the Material Subsidiaries has incurred, assumed or suffered any liability (absolute, accrued, contingent or otherwise) or entered into any transaction which is or may be material to the Company and the Material Subsidiaries, taken as a whole; (ii) neither the Company nor any of the Material Subsidiaries has declared or paid any dividends, or made any other distribution of any kind, on or in respect of its share capital (other than dividends paid in the ordinary course consistent with past practice); (iii) there has not been any material change in the share capital or long-term or short-term debt of the Company and the Material Subsidiaries taken as a whole; (iv) neither the Company nor any Material Subsidiary has sustained any material loss or material interference with its business or assets from fire, explosion, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any labour dispute or any legal or governmental proceeding, in any such case that is material to the Company and the Material Subsidiaries taken as a whole; and (v) there has not been any material adverse change or any development involving a prospective material adverse change, whether or not arising from transactions in the ordinary course of business, in or affecting the business, general affairs, management, condition (financial or otherwise), results of operations, shareholders’ equity, assets or prospects of the Company and the Material Subsidiaries, taken as a whole; since the date of the latest balance sheet included, or incorporated by reference, in the ProspectusesOffering Prospectus, neither the Company nor any Material Subsidiary has incurred or undertaken any liabilities or obligations, whether direct or indirect, liquidated or contingent, matured or unmatured, or entered into any transactions, including any acquisition or disposition of any business or asset, which are material to the Company and the Material Subsidiaries, taken as a whole, except for liabilities, obligations and transactions which are disclosed in the ProspectusesOffering Prospectus.

Appears in 1 contract

Samples: Equity Distribution Agreement (SolarBank Corp)

Subsequent Events. Except as disclosed in the Prospectusesset forth on Schedule 3.10, since March 31September 30, 20241997: (i) neither the Company nor has not sold, leased, transferred or assigned any assets of the Material Subsidiaries Business, tangible or intangible, except in the Ordinary Course; (ii) the Company has not entered into any agreement, contract, lease or license (or series of related agreements, contracts, leases and licenses) involving more than $1,000 or outside the Ordinary Course; (iii) no third party has accelerated, terminated, modified or canceled any material agreement, contract, lease or license (or series of related agreements, contracts, leases and licenses) relating to the Company or the Business; (iv) the Company has not imposed or permitted the imposition of any Encumbrance upon any assets of the Business, tangible or intangible; (v) the Company has not 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 or acquisitions); (vi) the Company has not issued any note, bond or other debt security or created, incurred, assumed or suffered guaranteed any liability indebtedness for borrowed money or capitalized lease obligations; (absolute, accrued, contingent or otherwisevii) or entered into any transaction which is or may be material to the Company has not delayed or postponed the payment of accounts payable and other Liabilities outside the Material Subsidiaries, taken as a wholeOrdinary Course; (iiviii) neither the Company nor has not canceled, compromised, waived or released any right or claim (or series of related rights and claims) involving more than $1,000 or outside the Material Subsidiaries Ordinary Course; (ix) the Company has declared not granted any license or paid any dividends, or made any other distribution sublicense of any kind, on rights under or in with respect of its share capital (other than dividends paid to any Intellectual Property used or useful in the ordinary course consistent with past practice)Business; (iiix) there has not been any other material occurrence, event, incident, action, failure to act or transaction outside the Ordinary Course involving the Company except that is generally known by other NRTC 495543.1 13 members and affiliates; and (xi) the Company has not committed to any of the foregoing. Since September 30, 1997, there has been no material adverse change in the share capital operations, assets, prospects or long-term or short-term debt of the Company and the Material Subsidiaries taken as a whole; (iv) neither the Company nor any Material Subsidiary has sustained any material loss or material interference with its business or assets from fire, explosion, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any labour dispute or any legal or governmental proceeding, in any such case that is material to the Company and the Material Subsidiaries taken as a whole; and (v) there has not been any material adverse change or any development involving a prospective material adverse change, whether or not arising from transactions in the ordinary course of business, in or affecting the business, general affairs, management, condition (financial or otherwise), results of operations, shareholders’ equity, assets or prospects ) of the Company and the Material Subsidiaries, taken as a whole; since the date of the latest balance sheet included, or incorporated by reference, in the Prospectuses, neither the Company nor any Material Subsidiary has incurred or undertaken any liabilities or obligations, whether direct or indirect, liquidated or contingent, matured or unmatured, or entered into any transactions, including any acquisition or disposition of any business or asset, which are material to the Company and the Material Subsidiaries, taken as a whole, except for liabilities, obligations and transactions which are disclosed in the ProspectusesCompany.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Weber Donald W)

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