ABSENCE OF CERTAIN. CHANGES Except as reflected on Schedule 6.15, or elsewhere in this Agreement or specifically identified on any Schedules hereto, and since June 30, 1999, Purchaser has not and at the Closing Date will not have:
ABSENCE OF CERTAIN. Changes Except as contemplated by this Agreement, the Company and the Affiliates have conducted the business in the ordinary course since inception, and there has not been with respect to the business any of the items specified below since the Balance Sheet Date:
ABSENCE OF CERTAIN. DEVELOPMENTS Except as expressly required by this Agreement or as set forth on Schedule 5.10, at any time with respect to the Corporation and since the Balance Sheet Date with respect to Cap Corp:
ABSENCE OF CERTAIN. Changes There has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Parent and its Subsidiaries, taken as a whole, from that set forth in the most recent Exchange Act Reports.
ABSENCE OF CERTAIN. PAYMENTS To the Spectra Companies' Knowledge, none of the XXXXX Companies nor any of its Employees or other Persons acting on behalf of the XXXXX Companies, or any Affiliate of any of the foregoing, have with respect to the XXXXX Companies' businesses, (i) engaged in any activity, prohibited by the United States Foreign 16
ABSENCE OF CERTAIN. PAYMENTS To the FLIR Companies' Knowledge, none of the FLIR Companies nor any of their Employees nor other Persons acting on behalf of the FLIR Companies, or any Affiliate of any of the foregoing, have with respect to the FLIR Companies' businesses, (i) engaged in any activity, prohibited by the United States Foreign Corrupt Practices Act of 1977 or any other similar law, regulation or Order of any Governmental Authority or (ii) without limiting the generality of the preceding clause (i), used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to officials of any Governmental Authority. To the FLIR Companies' Knowledge, none of the FLIR Companies nor any of the FLIR Companies' shareholders, Employees or other Persons acting on behalf of the FLIR Companies, or any Affiliate of any of the foregoing, has accepted or received any unlawful contributions, payments, gifts or expenditures. 5.16
ABSENCE OF CERTAIN. CHANGES OR EVENTS SINCE MAY 4, 1999. Since May 4, 1999, Chartendure has not, except as set forth on Schedule 4.8 hereof:
ABSENCE OF CERTAIN. CHANGES Except as set forth in Schedule 4.7 of the Disclosure Schedule, since 31 December 1999, neither the Company nor any Company Subsidiary has (a) suffered any material adverse change in its business, operations or financial position, (b) (to the best of the knowledge of the Shareholders) suffered any material damage, destruction or loss, whether covered by insurance or not, to its properties, assets or business, (c) (to the best of the knowledge of the Shareholders) conducted its business in any material respect not in the ordinary and usual course consistent with past practice, except pursuant to the terms of this Agreement or any of the Transaction Documents, (d) changed in any material respect any accounting principle or policy, (e) except in the ordinary course of business consistent with past practice, sold, transferred or otherwise disposed of, any of its material properties or assets, (f) made any loan to or entered into any other transaction with, any of its consultants or agents, directors or officers or its stockholders, (g) made any material capital expenditures other than in the ordinary course of business consistent with past practice, (h) sold any of its inventory other than in the ordinary course of business consistent with past practice, (i) made any payments to Affiliates other than in the ordinary course of business, (j) made any declaration, setting aside or payment of any dividend or other distribution in respect of its capital stock or membership interest, as applicable, any direct or indirect redemption, retirement, purchase or other acquisition by it of any shares of its capital stock, (k) incurred any indebtedness for borrowed money, (l) made any change in existing credit arrangements with any bank or other institution, (m) entered into or assumed any contract, agreement, arrangement, lease (as lessor or lessee), licence or other commitment, whether written or oral, involving more than U.S.$25,000 in each instance, except in the ordinary course of business, (n) made any payment of, or commitment to pay, any severance or termination pay to any officer, director or consultant that is a natural person or stockholder, (o) discharged or satisfied any material Encumbrance or paid any liability, except in the ordinary course of business, (p) cancelled or compromised any debts owed to it or known claims against others exceeding U.S.$25,000 in the aggregate, other than in the ordinary course of business or (q) made any sale, transfer or...
ABSENCE OF CERTAIN. CHANGES Annexed hereto are true, complete and correct statements of the balance sheets of the Business, as of December 31, 1995, 1996 and 1997, and the statements of income and cash flow for each of the years ended on said dates. Since December 31, 1997, Seller has conducted the Business in the ordinary course consistent with past practices, and, with respect to the Business, there has not been:
ABSENCE OF CERTAIN. CHANGES OR EVENTS; MATERIAL AGREEMENTS. Except as set forth on Schedule 5.6 or in the Parent SEC Reports filed as of the date of this Agreement, since December 31, 1998, (i) neither Parent nor any of its Subsidiaries has conducted its business and operations other than in the ordinary course of business and consistent with past practices or taken any action that, if it had been in effect, would have violated or been inconsistent with the provisions of Section 6.2; and (ii) there has not been any fact, event, circumstance or change affecting or relating to Parent or any of its Subsidiaries which has had or is reasonably likely to have a Parent Material Adverse Effect. Except as described in Section 5.4, the transactions contemplated by this Agreement will not require a consent from or the giving of notice to a third party pursuant to the terms, conditions or provisions of any contract to which the Parent or any of its Subsidiaries is a party.
