Absence of Certain Changes, Events and Conditions. Since the Venaxis Interim Balance Sheet Date, and other than in the Ordinary Course of Business, there has not been any:
(a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(b) material change in any method of accounting or accounting practice for its business, except as required by GAAP, which negatively affected its business;
(c) material change in cash management practices and policies, practices and procedures with respect to recordation or collection of Accounts Receivable, establishment of reserves for uncollectible Accounts Receivable, inventory control, prepayment of expenses, payment of accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits;
(d) entry into any Contract that would constitute a Material Venaxis Contract;
(e) incurrence, assumption or guarantee of any material Debt;
(f) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Venaxis Interim Balance Sheet, except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and the sale of inventory in the Ordinary Course of Business;
(g) cancellation, amendment, termination, or waiver of any rights under, any material Debts or Claims;
(h) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Intellectual Property;
(i) damage, destruction or loss, or any interruption in use, of any assets, whether or not covered by insurance that would constitute a Material Adverse Effect;
(j) acceleration, termination, material modification to or cancellation of any Contract or Permit;
(k) material capital expenditures;
(l) imposition of any Encumbrance upon any of the assets;
(m) grant of any bonuses, whether monetary or otherwise, or any increase in compensation in respect of any current or former employee or current or former independent contractor, other than as provided for in any written agreements or consistent with past practice, or change in the terms of consultancy for any independent contractor;
(n) entry into or termination of any employment or consulting agreement, written or oral, or modification of the terms of any such existing agreement;
(o) loan to, or entry into any other transaction with, any current or former employee or current or former independent contractor;
(p) adoption of any plan of merger, consolidation,...
Absence of Certain Changes, Events and Conditions. Since December 31, 2013, Sellers have operated the Specialty Plastics Business in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly contemplated by this Agreement or as set forth on Schedule 5.05, since December 31, 2013 until the date of this Agreement, with respect to the Specialty Plastics Business, there has not occurred:
(a) a material change in any Sellers’ methods of accounting or accounting practices;
(b) a Seller’s entry into, or the modification or termination of, any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ notice;
(c) capital expenditures in an aggregate amount exceeding $100,000;
(d) the incurrence, assumption, or guarantee of any Liabilities, except unsecured current Liabilities incurred in the ordinary course of business consistent with past practice;
(e) the transfer, assignment, sale or other disposition of any assets, except for (i) the sale of inventory in the ordinary course of business consistent with past practice, (ii) the collection of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of $100,000;
(f) transfer, assignment, or grant of any license or sublicense of any material rights under or with respect to any Sold Intellectual Property;
(g) any material damage or destruction, whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities;
(h) the termination, material modification to, or cancellation of any material Contract or Permit;
(i) the imposition of any Encumbrance upon any of Sold Assets;
(j) any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee action;
(k) any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b);
(l) any cancellation or compromise of any debt or claim related or any waiver or release...
Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to the Company, any:
(a) event, occurrence, or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(b) amendment of the Organizational Documents of the Company;
(c) split, combination, or reclassification of any membership interests in the Company;
(d) issuance, sale, or other disposition of, or creation of any Encumbrance on, any membership interests in the Company, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any membership interests in the Company;
(e) declaration or payment of any distributions on or in respect of any membership interests in the Company or redemption, purchase, or acquisition of the Company’s outstanding membership interests;
(f) material change in the Company’s cash management practices and any of their policies, practices, and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits;
(g) entry into any Contract that would constitute a Material Contract;
(h) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice;
(i) transfer, assignment, sale, or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements;
(j) material damage, destruction, or loss (whether or not covered by insurance) to its property;
(k) any capital investment in, or any loan to, any other Person;
(l) acceleration, termination, material modification to or cancellation of any Material Contract (including, but not limited to, any Material Contract) to which the Company is a party or by which it is bound;
(m) any material capital expenditures;
(n) imposition of any Encumbrance upon any of the properties or assets, tangible or intangible, of the Company;
(o) adoption of any plan of merger, consolidation, reorganization, liquidation, or dissolution or filing of a petition in bankruptcy under any provisions of federal or stat...
Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to the Company, any change, event, condition, or development that is, or could reasonably be expected to be, individually or in the aggregate, materially adverse to the business, results of operations, condition (financial or otherwise), or assets of the Company.
Absence of Certain Changes, Events and Conditions. Except as contemplated by this Agreement or as set forth on Schedule 4.05, since December 31, 2019 until the date of this Agreement, Sellers have operated the Business in the Ordinary Course of Business in all material respects and there has not been, with respect to the Business, any:
(a) event, occurrence or development that has had a Material Adverse Effect;
(b) incurrence, assumption or guarantee of any Indebtedness;
(c) sale or other disposition of any of the assets that would have been Transferred Assets shown or reflected in the Balance Sheet, except for any such assets that would have been Transferred Assets having an aggregate value of less than $150,000;
(d) cancellation of any material debts or Claims or amendment, termination or waiver of any rights constituting Transferred Assets, except in the Ordinary Course of Business;
(e) except for the License Agreements and in connection with the sale of services in the Ordinary Course of Business, the transfer, assignment or grant of any exclusive license or sublicense of any material rights under or with respect to any Transferred Intellectual Property;
(f) abandonment or lapse of or failure to maintain in full force and effect any material Registered Intellectual Property included in the Owned Intellectual Property, except in the Ordinary Course of Business;
(g) material damage, destruction or loss, or any material interruption in use, of any Transferred Assets, whether or not covered by insurance;
(h) material capital expenditures which would constitute an Assumed Liability;
(i) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against the Business under any similar Law; or
(j) any agreement to do any of the foregoing, or any action or omission that would result in any of the foregoing.
Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to any member of the Company Group, any:
(a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect;
(b) amendment of the charter, by-laws or other organizational documents of the Company;
(c) split, combination or reclassification of any shares of its capital stock;
(d) issuance, sale or other disposition of any of its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock;
(e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or redemption, purchase or acquisition of its capital stock;
(f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements;
(g) material change in its cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits;
(h) entry into any Contract that would constitute a Material Contract;
(i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice;
(j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements;
(k) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreements;
(l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property;
(m) material damage, destruction or loss (whether or not covered by insurance) to its property;
(n) any capital investment in, or any loan to, any other Person;
(o) acceleration, ter...
Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, except in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, the business of the Royale Parties has been conducted in the ordinary course of business and there has not been or occurred:
(a) any Royale Material Adverse Effect or any event, condition, change or effect that could reasonably be expected to have, individually or in the aggregate, a Royale Material Adverse Effect; or
(b) except as disclosed on Section 5.08 of the Royale Disclosure Schedules, any event, condition, action or effect that, if taken during the period from the date of this Agreement through the Closing Date, would constitute a breach of Section 6.01.
Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, except in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, the business of the Partnership and each of its Subsidiaries has been conducted in the ordinary course of business and there has not been or occurred:
(a) any Partnership Material Adverse Effect or any event, condition, change or effect that could reasonably be expected to have, individually or in the aggregate, a Partnership Material Adverse Effect; or
(b) except as disclosed on Section 4.08 of the Disclosure Schedules, any event, condition, action or effect that, if taken during the period from the date of this Agreement through the Closing Date, would constitute a breach of Section 6.01.
Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.07 of the Company Disclosure Schedules, since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to the Company, any:
(a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(b) amendment of the Company Charter Documents;
(c) split, combination or reclassification of any of its Units;
(d) issuance, sale or other disposition of any of its Units or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its Units;
(e) declaration or payment of any dividends or distributions on or in respect of any of its Units or redemption, purchase or acquisition of its Units;
(f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements;
(g) entry into any Contract that would constitute a Material Contract;
(h) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice;
(i) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements;
(j) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements;
(k) material damage, destruction or loss (whether or not covered by insurance) to its property;
(l) any capital investment in, or any loan to, any other Person;
(m) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which the Company is a party or by which it is bound;
(n) any material capital expenditures;
(o) imposition of any Encumbrance upon any of the Company properties, capital stock or assets, tangible or intangible;
(p) any loss, damage, destruction or eminent domain taking, whether or not covered by insurance, with respect to any of its material assets or the business;
(i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former e...
Absence of Certain Changes, Events and Conditions. There has not been, with respect to the Corporation, any:
(a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Corporation;
(b) amendment of the articles, by-laws, unanimous shareholder agreement or other constating documents of the Corporation;
(c) declaration or payment of any dividends or distributions on or in respect of any shares in the Corporation or redemption, retraction, purchase or acquisition of its shares;
(d) material change in any method of accounting or accounting practice of the Corporation;
(e) entry into any contract, including without limitation, employment or consulting contracts;
(f) incurrence, assumption or guarantee of any indebtedness for borrowed money;
(g) transfer, assignment, sale or other disposition of the Cariboo Gold Property;
(h) any capital investment in, or any loan to, any other person or entity;
(i) any capital expenditures;
(j) imposition of any Encumbrance upon any of the Corporation's properties, shares or assets, tangible or intangible;
(k) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its shareholders or current or former directors, officers and employees;
(l) adoption of any amalgamation, arrangement, reorganization, liquidation or dissolution or the commencement of any proceedings in which the Corporation would acquire the status of a bankrupt or insolvent person;
(m) purchase, lease or other acquisition of the right to own, use or lease any property or assets;
(n) action by the Corporation to make, change or rescind any tax election, amend any tax return or take any position on any tax return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the tax liability or reducing any tax asset or attribute of the Corporation; or
(o) any contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.
