ABSENCE OF CERTAIN CHANGES OR EVENTS definition

ABSENCE OF CERTAIN CHANGES OR EVENTS. Except as set forth in Schedule 8.12 and as permitted under Section 7.3, since December 31, 2001, the Business has been conducted only in the ordinary course and consistent with past practice, and since such date neither Seller, with respect to the Business, nor any Purchased Subsidiary has: (i) except as otherwise provided in Section 8.12(xi), taken any action that would not be permitted by Section 7.3(c) had such action been taken during the period from the date hereof to the Closing Date; (ii) suffered any Material Adverse Effect; (iii) suffered any material damage, destruction or casualty loss (whether or not covered by insurance); (iv) made any change in its accounting methods, principles or practices except as required by applicable law or U.S. GAAP or U.K. GAAP; (v) written down the value of any inventory other than in the ordinary course of business consistent with past practices; (vi) written off as uncollectable any notes or accounts receivable in excess of $1,000,000; (vii) disposed of, abandoned or permitted to lapse any rights to the use of any intellectual property which is or was used in the conduct of the Business, except where Seller, in its reasonable business judgment, has determined that such intellectual property is no longer necessary to the conduct of the Business; (viii) paid, discharged or satisfied any liabilities or obligations (whether accrued, absolute, contingent or otherwise) in excess of $1,000,000, other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities or obligations incurred in the ordinary course of business; (ix) except in the ordinary course of business, subjected any material assets (whether real, personal or mixed, tangible or intangible) to any Encumbrance, except for Permitted Liens; (x) cancelled or waived any claims or rights of value, or sold, transferred, distributed or otherwise disposed of any material assets, except for sales of finished goods inventory or other assets in the ordinary course of business, or disposed of any assets for any amount to Affiliates of Seller; (xi) incurred any capital expenditure or commitment for additions to property, plant or equipment which exceeds $3,000,000 in the aggregate and which, if purchased, would be reflected in the property, plant or equipment accounts; or (xii) other than in the ordinary course of business, increased the base compensation of or made any other payment to, any director, officer or employee of the Business ...
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Examples of ABSENCE OF CERTAIN CHANGES OR EVENTS in a sentence

  • ABSENCE OF CERTAIN CHANGES OR EVENTS.....................................

  • ABSENCE OF CERTAIN CHANGES OR EVENTS...........................................

  • ABSENCE OF CERTAIN CHANGES OR EVENTS................................................

  • Section 5.6 ABSENCE OF CERTAIN CHANGES OR EVENTS; ABSENCE OF UNDISCLOSED LIABILITIES .

  • NON-CONTRAVENTION; APPROVALS 19 SECTION 6.5. FINANCIAL STATEMENTS 20 SECTION 6.6. ABSENCE OF UNDISCLOSED LIABILITIES 20 SECTION 6.7. ABSENCE OF CERTAIN CHANGES OR EVENTS 20 SECTION 6.8. ABSENCE OF LITIGATION 21 SECTION 6.9. NO VIOLATION OF LAW 21 SECTION 6.10.

  • C-15 3.9 ABSENCE OF CERTAIN CHANGES OR EVENTS........................

  • NO CONFLICT; REQUIRED FILINGS AND CONSENTS 7 SECTION 3.4. PUBLIC FILINGS; FINANCIAL STATEMENTS 9 SECTION 3.5. NO UNDISCLOSED LIABILITIES 10 SECTION 3.6. ABSENCE OF CERTAIN CHANGES OR EVENTS 10 SECTION 3.7. TAXES 11 SECTION 3.8. REAL PROPERTY 13 SECTION 3.9. TITLE TO PERSONAL PROPERTY; LIENS 15 SECTION 3.10.

  • AND THE SOLE MEMBER 6 2.1 CORPORATE ORGANIZATION 6 2.2 AUTHORIZATION 7 2.3 CONSENTS AND APPROVALS; NO VIOLATIONS 7 2.4 CAPITALIZATION 8 2.5 FINANCIAL STATEMENTS; BUSINESS INFORMATION 9 2.6 ABSENCE OF UNDISCLOSED LIABILITIES 9 2.7 ABSENCE OF CERTAIN CHANGES OR EVENTS 9 2.8 LEGAL PROCEEDINGS, ETC.

  • ABSENCE OF CERTAIN CHANGES OR EVENTS..............................

  • Between the two lies a semi-Arctic transition zone composed of a blend of vegetation from taiga and tundra.

Related to ABSENCE OF CERTAIN CHANGES OR EVENTS

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  • Internal confidentiality agreement or statement means a confidentiality agreement or any other written statement that the contractor requires any of its employees or subcontractors to sign regarding nondisclosure of contractor information, except that it does not include confidentiality agreements arising out of civil litigation or confidentiality agreements that contractor employees or subcontractors sign at the behest of a Federal agency.

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