Common use of Absence of Certain Changes or Events Clause in Contracts

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11, since January 1, 1996, DE has not: (a) suffered any adverse change in, or the occurrence of any events which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not in the ordinary course of business which would, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of America.

Appears in 3 contracts

Samples: Asset Acquisition Agreement (Terrace Holdings Inc), Asset Acquisition Agreement (Terrace Holdings Inc), Asset Acquisition Agreement (Namoit Milton)

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Absence of Certain Changes or Events. Except as disclosed in the Company SEC Filings or as set forth on Exhibit 5.11Schedule 3.8, since January 1December 31, 19961999, DE neither the Company nor any Subsidiary has not: (ai) suffered issued any adverse change instock, bonds or the occurrence of other corporate securities, (ii) borrowed any events which, individually amount or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurance; (c) incurred any material obligation or liability liabilities (fixed absolute or contingent) ), except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations discharged or satisfied any lien or incurred or paid any obligation or liability (absolute or contingent) other than current liabilities shown on the consolidated balance sheet of the Company as of December 31, 1999 and current liabilities under this Agreement; incurred since the date of such balance sheet in the ordinary course of business, (div) declared or made any payment or entered into contracts distribution to stockholders or commitments to make purchased or redeemed any shares of its capital expenditures in excess of Five Thousand Dollars stock or other securities, ($5,000.00); (ev) mortgaged, pledged or subjected to lien or any other encumbrance Lien any of the Assets its assets, tangible or intangible, other than Liens for current real property taxes not yet due and payable, (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (fvi) sold, assigned or transferred or leased any material Asset or material portion of the Assetsits tangible assets, or canceled any debts or compromised any debt or material claims, except in each casethe ordinary course of business or as otherwise contemplated hereby, (vii) sold, assigned or transferred any patents, trademarks, trade names, copyrights, trade secrets or other intangible assets, (viii) made any changes in officer or executive compensation, (ix) waived any rights of substantial value, whether or not in the ordinary course of business; , (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (jx) entered into any transactions not transaction, except in the ordinary course of business which wouldor as otherwise contemplated hereby, individually (xi) made any material change in its accounting methods, principles or practices, (xii) agreed, in writing or otherwise, to take any of the aggregateactions listed in clauses (i) through (xi) above, materially adversely affect the Assets or the business of DE; or (kxiii) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americaany Material Adverse Effect.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Computer Sciences Corp), Agreement and Plan of Merger (Computer Sciences Corp), Agreement and Plan of Merger (Policy Management Systems Corp)

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.116.13, since January October 1, 1996, DE THI has not: (a) suffered any adverse change in, or the occurrence of any events which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DETHI's financial condition, results of operations or business or the value of the Assetsbusiness; (b) incurred damage to or destruction of any material Asset or material portion of the Assetsasset, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, and (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any material assets of the Assets THI (except for purchase money liens used in the acquisition of the Assetssuch assets, as set forth on Exhibit 5.116.13); (f) sold, transferred or leased any material Asset or material portion of the Assetsasset, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rightsasset; (h) amended or terminated any of the material contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 heretoarrangements; (i) waived or released any other rights of material value; (j) entered into any transactions not in the ordinary course of business which would, individually or in the aggregate, materially adversely affect the Assets or the business of DETHI; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union Orthodox Rabbinical Board of Orthodox Jewish Congregations of AmericaBroward and Palm Beach Counties.

Appears in 3 contracts

Samples: Asset Acquisition Agreement (Namoit Milton), Asset Acquisition Agreement (Terrace Holdings Inc), Asset Acquisition Agreement (Terrace Holdings Inc)

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11Since the Last Filed Balance Sheet Date, since January 1, 1996, DE has not: (a) suffered any adverse change in, or except for the occurrence of any events which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value negotiation and consummation of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the Assetstransactions contemplated by this Agreement and as described on Schedule 4.10, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred Parent and its subsidiaries have conducted their businesses in the ordinary course of businessbusiness consistent with past practice, none of which were entered into for grossly inadequate considerationand, since such date, Parent and its subsidiaries have not (i) suffered any material adverse change in their working capital, condition (financial or otherwise), assets, liabilities, reserves, business or operations; (ii) obligations declared or liabilities under the Commitments to the extent required therebymade any dividend or other distribution (whether in cash, and stock or property) in respect of any of Parent’s or any of its subsidiaries’ capital stock; (iii) obligations and liabilities under this Agreementdeclared or made any split, combination or reclassification of any of Parent’s or any of its subsidiaries’ capital stock; (div) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset change in account methods, principles or practices, (v) made any material portion revaluation of the Assetsor written off any material assets, including writing off notes or canceled or compromised any debt or material claims, except in each case, accounts receivable other than in the ordinary course of business; (gvi) soldpaid, assigned, transferred discharged or granted satisfied any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any material liability other intangible asset including, but not limited to, the Rightsthan per its terms; (hvii) incurred or guaranteed any indebtedness for borrowed money, whether secured or unsecured; (viii) amended or terminated authorized the amendment of its charter or bylaws; (ix) subjected all or any portion of its assets, tangible or intangible, to any Liens, except for Liens permitted without the consent of the lenders being required under the Credit Agreement; or (x) agreed, whether in writing or otherwise, to take any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not in the ordinary course of business which would, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americaforegoing actions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Geisel Brian R), Agreement and Plan of Merger (Goldleaf Financial Solutions Inc.)

Absence of Certain Changes or Events. Except Since the date of the Current Balance Sheet, and except as set forth on Exhibit 5.11in Section 5.7 of the Company Disclosure Schedule, since January 1, 1996, DE neither the Company nor any of its subsidiaries has not: (a) suffered made any adverse change in, distribution of or the occurrence with respect to its capital stock or other securities or purchased or redeemed any of any events which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assetsits securities; (b) incurred damage paid any bonus to or destruction increased the rate of compensation of any material Asset of its executive officers or material portion of the Assets, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or amended any other encumbrance any terms of the Assets (except for purchase money liens used in the acquisition employment of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, such persons other than in the ordinary course of business; (gc) sold, assigned, leased or transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases its material properties or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any assets other rights of material value; (j) entered into any transactions not than in the ordinary course of business which would, individually consistent with past practice; (d) made or obligated itself to make capital expenditures other than in the ordinary course of business consistent with past practice; (e) made any payment in respect of its liabilities other than in the ordinary course of business consistent with past practice; (f) incurred any obligations or liabilities or entered into any transaction or series of transactions involving in excess of $100,000 in the aggregate, materially adversely affect other than in the Assets ordinary course of business consistent with past practice, except for this Agreement and the transactions contemplated hereby; (g) suffered any theft, damage, destruction, casualty or extraordinary loss, not covered by insurance and for which a timely claim was filed, in excess of $100,000 in the business aggregate; (h) suffered any extraordinary losses (whether or not covered by insurance); (i) waived, canceled, compromised or released any material rights having a value in excess of DE$100,000 in the aggregate; (j) made or adopted any material change in its accounting methods, practices or policies (including any material change in any assumption underlying, or method of calculating, any bad debt, contingency or other reserve); (k) terminated, amended or modifying any agreement involving an amount in excess of $100,000; (l) delayed paying any accounts payable which are due and payable except to the extent being contested in good faith; (m) made or pledged any charitable contribution in excess of $100,000; (n) entered into any other transaction or been subject to any event, change or occurrence which has or may have a Company Material Adverse Effect; or (ko) done agreed to do or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union authorized any of Orthodox Jewish Congregations of Americathe foregoing.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (North American Scientific Inc), Agreement and Plan of Merger (Friede John A)

Absence of Certain Changes or Events. Except Other than as permitted under Section 6.1 and except as set forth on Exhibit 5.11Schedule 5.6, since January 1December 31, 19961996 and through the date hereof, DE Xxxxxxxx has not: not suffered a Material Adverse Effect and Xxxxxxxx has not (ai) suffered declared any adverse change in, dividend or the occurrence made any payment or other distribution in respect of any events whichshares of its capital stock, (ii) acquired or disposed of any shares of its capital stock or granted any options, warrants or other rights to acquire or convert any obligation into any shares of its capital stock, (iii) entered into any material transaction with any officer, director, employee or any known relative thereof or any entity in which such person has an interest, except the payment of rent, salaries, wages and expense reimbursement in the ordinary course of business, (iv) incurred any material obligation or liability (contingent or otherwise), except for (A) this Agreement, (B) normal trade and other obligations incurred in the ordinary course of business consistent with past practice and (C) obligations under contracts, agreements and leases incurred in the ordinary course of business consistent with past practice, the performance of which has not and will not, individually or in the aggregate, has have a Material Adverse Effect on Xxxxxxxx, (v) discharged or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assets; (b) incurred damage to or destruction of satisfied any material Asset lien or material portion of the Assets, whether other encumbrance or not covered by insurance; (c) incurred paid any material obligation or liability (fixed or contingent), except in the ordinary course of business or as contemplated by this Agreement, (vi) mortgaged, pledged or subjected to any lien or other encumbrance any of its material assets (whether tangible or intangible), (vii) sold, assigned, transferred, conveyed, leased or otherwise disposed of or agreed to sell, lease or otherwise dispose of any of its material assets except for sales of inventory or other assets for fair consideration in the ordinary course of business or as contemplated by this Agreement, (iviii) current trade canceled or business obligations incurred compromised any material debt or claim, except in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (iix) waived or released any other rights of material value; (j) entered into any transactions not rights, except for waivers or releases made in the ordinary course of business which wouldconsistent with past practice, individually (x) made any single capital expenditure in excess of One Hundred Thousand Dollars ($100,000), or in the aggregateentered into any commitment therefor, materially adversely affect the Assets or the business of DE; or (kxi) done suffered any material casualty loss or suffered anything material to invalidate damage, whether or jeopardize its plantnot covered by insurance, or any adverse ruling, judgment or award, whether or not amounts were reserved on Lawrence's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americabooks, which would have a Material Adverse Effect on Xxxxxxxx.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Advanced Technology Materials Inc /De/), Agreement and Plan of Merger (Lawrence Lamonte H)

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11in Section 3.08 of the Disclosure Schedule, since January 1December 31, 1996, DE neither the Company nor any Subsidiary has not: (ai) suffered issued any adverse change instock, bonds or the occurrence of any events whichother corporate securities, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assets; (bii) incurred damage to or destruction of borrowed any material Asset amount or material portion of the Assets, whether or not covered by insurance; (c) incurred any material obligation or liability liabilities (fixed absolute or contingent) ), except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations discharged or satisfied any material lien or incurred or paid any material obligation or liability (absolute or contingent) other than current liabilities shown on the consolidated balance sheet of the Company and the Subsidiaries as of December 31, 1996 and current liabilities under this Agreement; incurred since the date of such balance sheet in the ordinary course of business, (div) declared or made any payment or entered into contracts distribution to stockholders or commitments to make purchased or redeemed any shares of its capital expenditures in excess of Five Thousand Dollars stock or other securities, ($5,000.00); (ev) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets its material assets, tangible or intangible, other than liens for current real property taxes not yet due and payable (except for purchase money and liens used that, individually and in the acquisition aggregate, could not materially impair the use or value of the Assetsassets subject thereto), as set forth on Exhibit 5.11); (fvi) sold, assigned or transferred or leased any material Asset or material portion of the Assetsits tangible assets, or canceled any debts or compromised any debt or material claims, except in each case, in the ordinary course of business; , in immaterial amounts or as otherwise contemplated hereby, (gvii) sold, assigned, assigned or transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights copyrights, trade secrets or formulae or with respect to know-how or any other intangible asset includingassets, but not limited to(viii) made any changes in officer or executive compensation, the Rights; (hix) amended agreed, in writing or terminated otherwise, to take any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; actions listed in clauses (i) through (viii) above, (x) suffered any Material Adverse Effect or waived or released any other rights of material substantial value; (j) entered into any transactions , whether or not in the ordinary course of business which wouldbusiness, individually or (xi) entered into any transaction, except in the aggregateordinary course of business or as otherwise contemplated hereby; which, materially adversely affect with respect to any of the Assets above, was or the business of DE; or (k) done or suffered anything would reasonably be expected to be material to invalidate or jeopardize its plantany of the three business segments described in the Company's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americaannual report to stockholders for the year ended December 31, 1996 (each, a "Business Segment").

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Control Data Systems Inc), Agreement and Plan of Merger (Cdsi Acquisition Corp)

Absence of Certain Changes or Events. Except as disclosed in the Company SEC Filings made prior to the date hereof or as set forth on Exhibit 5.11Schedule 3.08 hereto, since January 1December 31, 19961998, DE neither the Company nor any Subsidiary has not: (ai) suffered issued any adverse change instock, bonds or the occurrence of other corporate securities, (ii) borrowed any events which, individually amount or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurance; (c) incurred any material obligation or liability liabilities (fixed absolute or contingent) ), except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations discharged or satisfied any lien or incurred or paid any obligation or liability (absolute or contingent) other than current liabilities shown on the consolidated balance sheet of the Company and the Subsidiaries as of December 31, 1998 referred to in Section 3.06 hereof and current liabilities under this Agreement; incurred since the date of such balance sheet in the ordinary course of business, (div) declared or made any payment or entered into contracts distribution to stockholders or commitments to make purchased or redeemed any shares of its capital expenditures in excess of Five Thousand Dollars stock or other securities, ($5,000.00); (ev) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets its assets, tangible or intangible, other than liens for current real property taxes not yet due and payable, (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (fvi) sold, assigned or transferred or leased any material Asset or material portion of the Assetsits tangible assets, or canceled any debts or compromised any debt or material claims, except in each casethe ordinary course of business or as otherwise contemplated hereby, (vii) sold, assigned or transferred any patents, trademarks, trade names, copyrights, trade secrets or other intangible assets, (viii) made any changes in officer or executive compensation, (ix) agreed, in writing or otherwise, to take any of the actions listed in clauses (i) through (viii) above, (x) suffered any Material Adverse Effect or waived any rights of substantial value, whether or not in the ordinary course of business; , or (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (jxi) entered into any transactions not material transaction, except in the ordinary course of business which would, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americaas otherwise contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (International Telecommunication Data Systems Inc), Agreement and Plan of Merger (Amdocs LTD)

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11Since December 31, since January 12009, 1996there has not been, DE has notoccurred, or arisen: (a) suffered any adverse change in, or the occurrence of any events which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the AssetsSouthwest Material Adverse Effect which is continuing; (b) incurred damage to any making, declaration, setting aside, or destruction payment of any material Asset dividend on, or material portion other distribution (whether in cash, stock, or property) in respect of, any of Southwest’s or any Southwest Subsidiary’s capital stock, except for (i) the Assetsmaking, whether declaration, setting aside, or not covered payment of cash dividends by insuranceany wholly owned Southwest Subsidiary to its parent and pro rata dividends or distributions payable to holders of interests in non-wholly owned Southwest Subsidiaries and (ii) the declaration and payment of regular cash dividends in accordance with past practice; (c) incurred any material obligation split, combination, or liability (fixed reclassification of any of Southwest’s or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreementany Southwest Subsidiary’s capital stock; (d) made any material change by Southwest in its accounting methods, principles, or entered into contracts practices (including any change in depreciation or commitments to make any capital expenditures amortization policies or rates or revenue recognition policies), except as required by concurrent changes in excess of Five Thousand Dollars ($5,000.00)GAAP or by the SEC; (e) mortgaged, pledged or subjected to lien any material revaluation by Southwest or any other encumbrance Southwest Subsidiary of any of the Assets (except for purchase money liens used in the acquisition their respective assets, including writing off notes or accounts receivable or any sale of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred assets of Southwest or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, Southwest Subsidiary other than in the ordinary course of business; (gf) sold, assigned, transferred any communication or granted notice from the NYSE with respect to any rights under potential material noncompliance with the rules and regulations thereof or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights delisting of shares of Southwest Common Stock; and (g) any commitment or formulae or with respect to know-how or any other intangible asset including, but not limited to, agreement regarding the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not matters described in the ordinary course preceding clauses (a) through (f). Since December 31, 2009 through the date of business which wouldthis Agreement there has not been, occurred, or arisen any (x) Effect that would be reasonably likely, individually or in the aggregate, to prevent, materially adversely affect delay, or materially impair the Assets ability of Southwest to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement or (y) any acquisition (including by merger, consolidation, or the acquisition of any equity interest or assets) or sale, transfer, or other disposition outside of the ordinary course of business of DE; any material property or material assets (kwhether real, personal, or mixed, tangible, or intangible) done by Southwest or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union any of Orthodox Jewish Congregations the Southwest Subsidiaries. Since December 31, 2009, Southwest and each of Americathe Southwest Subsidiaries have conducted their respective businesses in the ordinary course of business.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Southwest Airlines Co), Agreement and Plan of Merger (Airtran Holdings Inc)

Absence of Certain Changes or Events. Other than as set forth in Section 3.10 to the Company Disclosure Schedule, since August 31, 1998, there has been no material adverse change, and no change except in the Ordinary Course of Business, in the business, operations, prospects, condition (financial or otherwise), Assets or liabilities of the Company or any Subsidiary. Except as set forth on Exhibit 5.11in Section 3.10 to the Company Disclosure Schedule, since January 1August 31, 19961998, DE the Company and the Subsidiaries have conducted their respective businesses substantially in the manner theretofore conducted and only in the Ordinary Course of Business, and neither the Company nor any Subsidiary has not: (a) suffered incurred any adverse change inmaterial damage, destruction or loss not covered by insurance with respect to any Assets of the Company or of any such Subsidiary; (b) issued any capital stock or other equity securities or granted any options, warrants or other rights calling for the issuance thereof; (c) issued any bonds or other long-term debt instruments, granted any options, warrants or other rights calling for the issuance thereof, or borrowed any funds; (d) incurred, or become subject to, any material obligation or liability (whether absolute or contingent, matured or unmatured, known or unknown), except current liabilities incurred in the occurrence Ordinary Course of Business; (e) discharged or satisfied any Encumbrance or paid any material obligation or liability (whether absolute or contingent, matured or unmatured, known or unknown) other than current liabilities shown in the Unaudited Balance Sheets (as defined in Section 6.08) and current liabilities incurred since August 31, 1998, in the Ordinary Course of Business; (f) declared or made payment of, or set aside for payment, any dividends or distributions of any events Assets, or purchased, redeemed or otherwise acquired any of its capital stock, any securities convertible into capital stock, or any other securities; (g) mortgaged, pledged or subjected to any Encumbrance any of its material Assets; (h) sold, exchanged, transferred or otherwise disposed of any of its material Assets, or canceled any debts or claims, except in each case in the Ordinary Course of Business; (i) written down the value of any Assets or written off as uncollectable any debt, notes or accounts receivable, except to the extent previously reserved against in the Financial Statements and not material in amount, and except for write-downs and write-offs in the Ordinary Course of Business, none of which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material valueare material; (j) entered into any transactions not other than in the ordinary course Ordinary Course of business Business; (k) except in the Ordinary Course of Business, increased the rate of compensation payable, or to become payable, by it to any of its officers, employees, agents or independent contractors over the rate being paid to them on August 31, 1998, (l) made or permitted any amendment or termination of any material Agreement to which wouldit is a party; (m) through negotiation or otherwise made any commitment or incurred any liability to any labor organization; (n) made any accrual or arrangement for or payment of bonuses or special compensation of any kind to any director, officer or employee, except for any accrual or arrangement for or payment of bonuses or special compensation in the Ordinary Course of Business to employees who are not directors or officers; (o) directly or indirectly paid any severance or termination pay in excess of two months' salary to any officer or employee with an annual salary in excess of $60,000; (p) made capital expenditures, or entered into commitments therefor, not provided for in the Company's capital budget for 1998 (a copy of which has been furnished by the Company to Pubco) or, if applicable, the Company's capital budget for 1999 (which capital budget shall have been approved by Pubco as provided in Section 5.01(i)), except for capital expenditures permitted by Section 5.01; (q) made any change in any method of accounting or accounting practice except as required by GAAP; (r) entered into any transaction of the type described in Section 3.19; (s) made any charitable contributions or pledges exceeding $10,000 individually or $100,000 in the aggregate, materially adversely affect the Assets or the business of DE; or (kt) done or suffered anything material made any Agreement to invalidate or jeopardize its plant's or products' kosher certification by The Union do any of Orthodox Jewish Congregations the foregoing. At the Closing, the Company shall deliver to Pubco an updated Section 3.10 to the Company Disclosure Schedule in accordance with the provisions of AmericaSection 6.04.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (McLeodusa Inc), Agreement and Plan of Merger (McLeodusa Inc)

Absence of Certain Changes or Events. Except (a) Since December 31, 1996, except (x) as otherwise set forth on Exhibit 5.11Schedule 2.08 hereto or (y) as otherwise expressly referred to in this Agreement, since January 1, 1996, DE the Company has not: (ai) suffered any adverse change in, changed or the occurrence amended its Articles of any events which, individually Incorporation or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the AssetsBy-laws; (b) incurred damage to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurance; (cii) incurred any material obligation or liability (fixed or contingent) ), except (i) current normal trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, business and consistent with past practice; (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance Lien any of the Assets its assets or properties (except for purchase money liens used in the acquisition of the Assetsother than Permitted Liens, as set forth on Exhibit 5.11defined in Section 2.10 below); (fiv) soldtransferred, transferred leased or leased otherwise disposed of any of its material assets or properties, except for fair consideration in the ordinary course of business and consistent with past practice; (v) acquired any material Asset assets or material portion properties, except in the ordinary course of the Assetsbusiness and consistent with past practice; (vi) made any investment of a capital nature, whether by purchase of stock or securities, contributions to capital, property transfers or otherwise, in any other partnership, corporation or other entity; (vii) canceled or compromised any debt or material claims, except in each case, claim other than in the ordinary course of businessbusiness consistent with past practice; (gviii) soldwaived or released any rights of material value, assignedincluding, without limitation, any Intangible Rights (as defined in Section 2.11(b) below); (ix) transferred or granted any rights under or with respect to any licensesIntangible Rights, agreementsor permitted any license, patentspermit or other form of authorization relating to an Intangible Right to lapse; (x) suffered any casualty loss or damage (whether or not such loss or damage shall have been covered by insurance) which affects in any material respect its ability to conduct its business; (xi) declared, inventionsset aside or paid any distribution (whether in cash, trademarks, trade names, copyrights stock or formulae or with respect to know-how property or any other intangible asset includingcombination thereof) in respect of its capital stock, but not limited redeemed or otherwise acquired any of its capital stock, split, combined or otherwise similarly changed its capital stock, or authorized the creation or issuance of or issued or sold any capital stock or any securities or obligations convertible into or exchangeable therefor, or gave any person any right to acquire any of its capital stock; (xii) made or granted any wage or salary increase or adopted or modified any severance arrangements applicable to any group or classification of employees generally, entered into any employment contract with, or made any loan to, the Rights; (h) amended or terminated granted any severance benefits to, or entered into any material transaction of any other nature with, any officer or employee of the contracts, agreements, leases Company; or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (jxiii) entered into any transactions not agreement, contract or commitment to take any of the actions set forth in the ordinary course of business which would, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or clauses (ki) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americathrough (xii) above.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Golden Sky Systems Inc), Stock Purchase Agreement (Golden Sky Systems Inc)

Absence of Certain Changes or Events. Other than as set forth in Section 3.10 to the Company Disclosure Schedule, since August 31, 1998, there has been no material adverse change, and no change except in the Ordinary Course of Business, in the business, operations, prospects, condition (financial or otherwise), Assets or liabilities of the Company or any Subsidiary. Except as set forth on Exhibit 5.11in Section 3.10 to the Company Disclosure Schedule, since January 1August 31, 19961998, DE the Company and the Subsidiaries have conducted their respective businesses substantially in the manner theretofore conducted and only in the Ordinary Course of Business, and neither the Company nor any Subsidiary has not: (a) suffered incurred any adverse change inmaterial damage, destruction or loss not covered by insurance with respect to any Assets of the Company or of any such Subsidiary; (b) issued any capital stock or other equity securities or granted any options, warrants or other rights calling for the issuance thereof; (c) issued any bonds or other long-term debt instruments, granted any options, warrants or other rights calling for the issuance thereof, or borrowed any funds; (d) incurred, or become subject to, any material obligation or liability (whether absolute or contingent, matured or unmatured, known or unknown), except current liabilities incurred in the occurrence Ordinary Course of Business; (e) discharged or satisfied any Encumbrance or paid any material obligation or liability (whether absolute or contingent, matured or unmatured, known or unknown) other than current liabilities shown in the Unaudited Balance Sheets (as defined in Section 6.08) and current liabilities incurred since August 31, 1998, in the Ordinary Course of Business; (f) declared or made payment of, or set aside for payment, any dividends or distributions of any events Assets, or purchased, redeemed or otherwise acquired any of its capital stock, any securities convertible into capital stock, or any other securities; (g) mortgaged, pledged or subjected to any Encumbrance any of its material Assets; (h) sold, exchanged, transferred or otherwise disposed of any of its material Assets, or canceled any debts or claims, except in each case in the Ordinary Course of Business; (i) written down the value of any Assets or written off as uncollectable any debt, notes or accounts receivable, except to the extent previously reserved against in the Financial Statements and not material in amount, and except for write-downs and write-offs in the Ordinary Course of Business, none of which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material valueare material; (j) entered into any transactions not other than in the ordinary course Ordinary Course of business Business; (k) except in the Ordinary Course of Business, increased the rate of compensation payable, or to become payable, by it to any of its officers, employees, agents or independent contractors over the rate being paid to them on August 31, 1998, (l) made or permitted any amendment or termination of any material Agreement to which wouldit is a party; (m) through negotiation or otherwise made any commitment or incurred any liability to any labor organization; (n) made any accrual or arrangement for or payment of bonuses or special compensation of any kind to any director, officer or employee, except for any accrual or arrangement for or payment of bonuses or special compensation in the Ordinary Course of Business to employees who are not directors or officers; (o) directly or indirectly paid any severance or termination pay in excess of two months' salary to any officer or employee with an annual salary in excess of $60,000; (p) made capital expenditures, or entered into commitments therefor, not provided for in the Company's capital budget for 1998 (a copy of which has been furnished by the Company to XxXxxx) or, if applicable, the Company's capital budget for 1999 (which capital budget shall have been approved by XxXxxx as provided in Section 5.01(i)), except for capital expenditures permitted by Section 5.01; (q) made any change in any method of accounting or accounting practice except as required by GAAP; (r) entered into any transaction of the type described in Section 3.19; (s) made any charitable contributions or pledges exceeding $10,000 individually or $100,000 in the aggregate, materially adversely affect the Assets or the business of DE; or (kt) done or suffered anything material made any Agreement to invalidate or jeopardize its plant's or products' kosher certification by The Union do any of Orthodox Jewish Congregations the foregoing. At the Closing, the Company shall deliver to XxXxxx an updated Section 3.10 to the Company Disclosure Schedule in accordance with the provisions of AmericaSection 6.04.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (McLeodusa Inc), Agreement and Plan of Merger (McLeodusa Inc)

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11and described in SCHEDULE 3.6, since January 1the Current Balance Sheet Date, 1996there has been no Material Adverse Effect (or any event that reasonably could be expected to have a Material Adverse Effect) relating to the Five Station Group and KOOL taken as a whole. Except as set forth and described in SCHEDULE 3.6, DE since the Current Balance Sheet Date, Seller has conducted the business of the Five Station Group and KOOL in the Ordinary Course of Business, and (except for events which would not: (a) suffered any adverse change in, or the occurrence of any events which, individually or in the aggregate, have a Material Adverse Effect) Seller has or have hadnot (a) incurred loss of, or might reasonably be expected to haveinjury to, a material adverse effect on, DE's financial condition, results of operations or business or the value any of the AssetsAssets as the result of any fire, explosion, flood, windstorm, earthquake, labor trouble, riot, accident, act of God or public enemy or armed forces, or other casualty; (b) incurred, or become subject to, any Liability, except current Liabilities incurred damage to or destruction in the Ordinary Course of any material Asset or material portion of the Assets, whether or not covered by insuranceBusiness; (c) incurred discharged or satisfied any material obligation Encumbrance or liability (fixed or contingent) except (i) paid any Liability other than current trade or business obligations incurred Liabilities shown in the ordinary course of businessbalance sheets furnished pursuant to SECTION 3.5.1(a), none of which were entered into for grossly inadequate consideration, (iiSECTION 3.5.1(b) obligations or liabilities under the Commitments to the extent required therebySECTION 3.5.1(d), and (iii) obligations and liabilities under this Agreementcurrent Liabilities incurred since the Current Balance Sheet Date in the Ordinary Course of Business; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance Encumbrance any of the its Assets (except for purchase money liens used as shown in the acquisition balance sheets furnished pursuant to SECTION 3.5.1(a), SECTION 3.5.1(b) or SECTION 3.5.1(d); (e) sold, exchanged, transferred or otherwise disposed of the any of its Assets, as set forth on Exhibit 5.11)or canceled any debts or claims; (f) sold, transferred written down the value of any Assets or leased written off as uncollectible any material Asset or material portion of the Assets, or canceled or compromised any debt or material claimsAccounts Receivable, except in each case, write downs and write-offs in the ordinary course Ordinary Course of businessBusiness; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not other than in the ordinary course Ordinary Course of business which would, individually Business; (h) made any material change in any method of accounting or in the aggregate, materially adversely affect the Assets or the business of DEaccounting practice; or (ki) done or suffered anything material made any agreement to invalidate or jeopardize its plant's or products' kosher certification by The Union do any of Orthodox Jewish Congregations of Americathe foregoing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Chancellor Broadcasting Licensee Co)

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11Since December 31, since January 11997, 1996, DE TWI has not: not (ai) suffered any adverse change in, borrowed or agreed to borrow funds secured or to be secured by the occurrence of any events which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the TWI Assets; (bii) incurred damage or become subject to, or agreed to incur or destruction become subject to, any obligation or liability, contingent or otherwise, that resulted in or may become a lien, charge, claim, pledge, security interest or encumbrance of any material Asset type or material portion of kind whatsoever against or burden upon the TWI Assets, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreementdeclared, set aside or paid any distribution of the TWI Assets; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (eiv) mortgaged, pledged or subjected to lien lien, charge or any other encumbrance encumbrance, or agreed so to do, any of the Assets (except for purchase money liens used in the acquisition of the TWI Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (gv) sold, assigned, transferred transferred, conveyed, leased or granted otherwise disposed of or agreed to sell, assign, transfer, convey, lease or otherwise dispose of any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, material part of the RightsTWI Assets; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (jvi) entered into any transactions material transaction, contract or commitment, other than this Agreement, affecting or related to the TWI Assets; and (vii) made or permitted, or agreed to make or permit, any material adverse amendment or termination of any material contract, franchise, license, agreement or other instrument (that constitutes in whole or part or relates to the TWI Assets) to which TWI is a party or by which any of the TWI Assets is bound. Furthermore, except as otherwise set forth in SECTION 4.7 of EXHIBIT IV, during the year ended December 31, 1997 and since December 31, 1997, TWI has not in lost and has no knowledge of the ordinary course threatened of business loss of any customer: (aa) for whom forensic drug testing services were provided during the year ended December 31, 1997, and (bb) for which wouldsuch customer services accounted for $30,000 or more of TWI revenues during the year ended December 31, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of America1997.

Appears in 1 contract

Samples: 19 Asset Purchase Agreement (Laboratory Specialists of America Inc)

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11and described in Schedule 3.6, since January 1the Current Balance Sheet Date, 1996there has been no Material Adverse Effect. Since the Current Balance Sheet Date, DE the business of the Stations has not: been conducted in the Ordinary Course of Business, and neither any Seller nor any Heritage Subsidiary has (a) suffered incurred any adverse change inextraordinary loss of, or injury to, any of the occurrence Assets as the result of any events whichfire, individually explosion, flood, windstorm, earthquake, labor trouble, riot, accident, act of God or in the aggregate, has public enemy or have hadarmed forces, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assetsother casualty; (b) incurred, or become subject to, any Liability, except current Liabilities incurred damage to or destruction in the Ordinary Course of any material Asset or material portion of the Assets, whether or not covered by insuranceBusiness; (c) incurred discharged or satisfied any material obligation Encumbrance or liability (fixed or contingent) except (i) paid any Liability other than current trade or business obligations incurred Liabilities shown in the ordinary course Balance Sheet, current Liabilities incurred since the Current Balance Sheet Date in the Ordinary Course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required therebyBusiness, and Liabilities (iiiincluding, without limitation, partial and complete prepayments) obligations arising under any credit or loan agreement between any Seller and liabilities under this Agreementits lenders; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance Encumbrance any of the Assets (except for purchase money liens used Permitted Encumbrances); (e) made any material change in the acquisition any method of the Assets, as set forth on Exhibit 5.11)accounting or accounting practice; (f) sold, leased, assigned or otherwise transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of businessAssets other than obsolete Assets which have been replaced by suitable replacements; (g) sold, assigned, transferred made any material increase in compensation or granted any rights under or with respect benefits payable to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights employee other than in the Ordinary Course of Business; or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated made any agreement to do any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not in the ordinary course of business which would, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americaforegoing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sinclair Broadcast Group Inc)

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11Since April 30, since January 12008, 1996there has not been: (i) any material adverse change in the business, DE operations or properties, condition (financial or other) of Seller, and no factor or condition exists and no event has occurred that would be likely to result in any such change, (ii) any material loss, damage or other casualty to the Purchased Assets (other than any for which insurance awards have been received or guaranteed), or (iii) any loss of the employment, services or benefits of any key employee of the Business. Since April 30, 2008, Seller has operated its Business in the ordinary course of business consistent with past practice and has not: (a) suffered any adverse change in, or the occurrence of any events which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assets; (bi) incurred damage or failed to pay or destruction of any material Asset or material portion of the Assets, whether or not covered by insurance; (c) incurred satisfy any material obligation or liability (fixed whether accrued, contingent or contingentotherwise) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not in the ordinary course of business which wouldconsistent with past practice, individually (ii) incurred or failed to discharge or satisfy any Encumbrance other than Encumbrances arising in the aggregateordinary course of business consistent with past practice, (iii) sold or transferred any of the assets of the Business or canceled any debts or claims or waived any rights material to the operations of its business, (iv) defaulted on any material obligation, (v) entered into any transaction material to its Business, or materially adversely affect amended or terminated any arrangement material to its Business or relating to its Business, except in the Assets ordinary course of business consistent with past practice, (vi) redeemed any of its capital stock or declared, made or paid any dividends or distributions (whether in cash, securities or other property) to the business holders of DE; its capital stock or otherwise, or (kvii) done settled, released or suffered anything material forgiven any claim or litigation or waived any right thereto; (viii) made, changed or revoked any election or method of accounting with respect to invalidate Taxes affecting or jeopardize relating to its plant's Business; (ix) entered into, or products' kosher certification by The Union permitted to be entered into, any closing or other agreement or settlement with respect to Taxes, or (x) entered into any agreement or made any commitment to do any of Orthodox Jewish Congregations of Americathe foregoing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Azz Inc)

Absence of Certain Changes or Events. Except Since the date of the Balance Sheet, (i) PSI and its Subsidiaries have conducted their businesses only in, and since such date, have not engaged in any transaction other than according to, the ordinary and usual course of such business, and, (ii) except as set forth on Exhibit 5.11in SCHEDULE 4.11, since January 1, 1996, DE there has not: not been (a) suffered any event, circumstance, condition, development or occurrence causing, resulting in or having a material adverse effect on the financial condition, business, properties or results of operations of PSI or any Subsidiary (a "Material Adverse Change"); (b) any material change inin accounting principles, practices or methods; (c) any labor dispute which may result in any Material Adverse Change, and to the Knowledge of Shareholders, PSI and the Subsidiaries, no such dispute is now threatened; (d) any asset material to the businesses sold or disposed of (except inventory sold in the ordinary course of business), or the occurrence any material asset mortgaged, pledged or subjected to any lien, charge or other encumbrance; (e) any increase in excess of any events which$5,000, individually or in the aggregate, has in the compensation payable or have hadwhich could become payable to employees, distributors, dealers or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value sales representatives of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11)businesses; (f) sold, transferred or leased any material Asset or material portion amendment of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of businessemployee benefit plan; (g) soldany additional indebtedness incurred with respect to the businesses; (h) any loan made or agreed to be made by PSI or any Subsidiary with respect to the businesses, assigned, transferred nor has PSI or granted any rights under Subsidiary become liable or agreed to become liable as a guarantor with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights such loan; or formulae or with respect to know-how (i) any waiver by PSI or any other intangible asset includingSubsidiary of any right or rights of material value related to the businesses. Neither any Shareholder nor PSI nor any Subsidiary has taken any action that, but not limited toif taken after the date hereof, the Rights; (h) amended or terminated would constitute a breach of any of the contracts, agreements, leases or arrangements which otherwise would have been covenants set forth on Exhibit 5.15.1 hereto; in SECTION 7.2 (iConduct of Business) waived or released any other rights of material value; (j) entered into any transactions not in the ordinary course of business which would, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americabelow.

Appears in 1 contract

Samples: Stock Purchase Agreement (Summa Industries/)

Absence of Certain Changes or Events. Except Since June 30, 2006 through the date of this Agreement, except as set forth on Exhibit 5.11Schedule 3.5 of the Company Disclosure Schedule, since January 1, 1996, DE has notneither the Company nor the Subsidiary has: (a) suffered made any adverse material change inin the accounting methods or practices it follows other than as required by Law or GAAP; made any capital expenditures or commitments exceeding $20,000 per expenditure or commitment, or $100,000 in the occurrence aggregate in respect of the Business; sold, assigned, transferred or licensed any patents, trademarks, trade names, copyrights, trade secrets or other intangible assets, in each case used in connection with the Business, except nonexclusive licenses in the ordinary course of business consistent with past practice; sold, leased, licensed, transferred, or otherwise disposed of any events whichof its properties or assets primarily used in the Business, except Inventory sold or transferred in the ordinary course of business consistent with past practice and obsolete or worn out equipment sold or otherwise disposed of in a manner consistent with past practice which was not otherwise material (individually or in the aggregate, has or have had) to the Business, or might reasonably be expected to havecanceled any material indebtedness or waived any material claims or rights of material value; 33 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, a material adverse effect onMARKED BY [***], DE's financial conditionHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, results of operations or business or the value of the Assets; (b) incurred AS AMENDED. suffered any damage to or destruction or casualty of any material Asset or material portion of the Assets, (whether or not covered by insurance; (c) incurred any material obligation asset individually or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments aggregate material to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any operation of the Assets (except for purchase money liens used in Business; failed to pay any creditor any amount arising from the acquisition operation of the AssetsBusiness owed to such creditor when due, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, other than good faith disputes and trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not payables arising in the ordinary course of business which would, individually and not past due more than sixty (60) days; failed to discharge or satisfy any Lien on any of the Acquired Assets other than Permitted Liens at or prior to the time that the obligation with respect to such Lien became due; defaulted on any material obligation relating to the conduct or operation of the Business without curing such default; granted any allowances or discounts with respect to the Business outside the ordinary course of business consistent with past practice or sold Inventory materially in excess of reasonably anticipated consumption for the near term outside the ordinary course of business consistent with past practice; incurred or assumed any Liabilities with respect to the Business other than in the aggregateordinary course of business consistent with past practice and Liabilities that are not Assumed Liabilities; amended, materially adversely affect cancelled or terminated any Assumed Contract or Permit that is an Acquired Asset or entered into any Material Contract or obtained any Permit primarily related to the Business, other than in the ordinary course of business and consistent with past practices; 34 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. failed to carry on the Business in the ordinary course and consistent with past practices so as to preserve the Acquired Assets or and the Business and the goodwill of the suppliers, customers, distributors and others having business of DErelations with the Business; or (k) done entered into any agreement or suffered anything material commitment, whether in writing or otherwise, to invalidate or jeopardize its plant's or products' kosher certification by The Union do any of Orthodox Jewish Congregations of Americaforegoing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Kyphon Inc)

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11Since the Acquiror Balance Sheet Date, since January 1there has been no change or event that has caused or would cause a Acquiror Material Adverse Effect and Acquiror has conducted its business in the ordinary course, 1996, DE and Acquiror has not: not (a) suffered paid any adverse change individend or distribution in respect of, or the occurrence of redeemed or repurchased any events whichof, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assetsits capital stock; (b) incurred damage to issued any capital stock, bonds or destruction other corporate securities or debt instruments, granted any options, warrants or other rights calling for the issuance thereof, except for issuances of options and shares of stock upon exercise of options in the ordinary course of business, or borrowed any material Asset or material portion funds (except for borrowings under Acquiror's credit facility in the ordinary course of the Assets, whether or not covered by insurancebusiness); (c) incurred any material loss of, or significant injury to, any of the Assets as the result of any fire, explosion, flood, windstorm, earthquake, labor trouble, riot, accident, act of God or public enemy or armed forces, or other casualty; (d) incurred, or become subject to, any obligation or liability (fixed absolute or contingent) , matured or unmatured, known or unknown), except (i) current trade or business obligations liabilities incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance Encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, exchanged, transferred or leased otherwise disposed of any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, its Assets except in each case, in the ordinary course of business, or canceled any debts or claims; (g) soldwritten down the value of any Assets or written off as uncollectible any accounts receivable, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to knowexcept write downs and write-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not offs in the ordinary course of business which would, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of America.business,

Appears in 1 contract

Samples: Agreement and Plan of Merger (Proxicom Inc)

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11SCHEDULE 2.8, since January 1March 31, 19962002, DE there has notnot been: (a) suffered any adverse change inoccurrence which has had or would reasonably be expected to have a Material Adverse Effect on the Company; (b) any damage, destruction or loss (whether or not covered by insurance) in excess of $25,000 in the aggregate; (c) any forgiveness or cancellation of debts or claims owed to, or by, the occurrence Company in excess of $25,000 in the aggregate, or termination, abandonment or waiver of any events material rights, (d) any increase in the compensation or benefits payable or to become payable by the Company to any employees of the Company; (e) any discharge or satisfaction of any Encumbrance or payment of any liability or obligation by the Company other than current liabilities in the Ordinary Course of Business (as defined in Section 7.5 hereof) or Encumbrances that are not material, (f) any dividend or distribution in respect of, or any redemption or repurchase of, the Company's capital stock; (g) any material liability (absolute or contingent, matured or unmatured) incurred except current liabilities incurred in the Ordinary Course of Business; (h) any mortgage, pledge or Encumbrance (other than Permitted Encumbrances (as defined in Section 7.5 hereof)) placed on any of the Company's Assets, (i) any sale, exchange, transfer or other disposition of any of the Company's Assets except in the Ordinary Course of Business, (j) any write-down the value of any of the Company's Assets or any write-off of any accounts receivable as uncollectible, except write downs and write-offs in the Ordinary Course of Business, none of which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assetsis material; (bk) incurred damage to or destruction any entry into transactions other than in the Ordinary Course of any material Asset or material portion of the Assets, whether or not covered by insuranceBusiness; (cl) incurred any material obligation change in any method of accounting or liability accounting practice except as required by concurrent changes in generally accepted accounting principles in France; or (fixed or contingentm) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments any agreement to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance do any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not in the ordinary course of business which would, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americaforegoing.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Front Porch Digital Inc)

Absence of Certain Changes or Events. Except Other than as set forth on Exhibit 5.11permitted under Sections 6.1 and 6.3, since January 1June 30, 19962005, DE neither Beech nor any of its subsidiaries has not: suffered a Material Adverse Effect, and neither Beech nor any of its subsidiaries has (a) redeemed, repurchased, acquired or disposed of any shares of its capital stock or other equity interests or granted any options, warrants or other rights to acquire or convert any obligation into any shares of its capital stock or other equity interests, (b) entered into any transaction with any officer, director, employee or any known relative thereof or any entity in which such person has an interest, except the payment of rent, salaries, wages and expense reimbursement in the ordinary course of business at the same levels in effect prior to such date, (c) borrowed any amount or incurred or assumed any obligation or liability (contingent or otherwise), except for (i) this Agreement, (ii) normal trade and other obligations incurred in the ordinary course of business consistent with past practice and (iii) obligations under contracts, agreements and leases, the performance of which has not and will not, individually or in the aggregate, have a Material Adverse Effect on Beech, (d) discharged or satisfied any lien or other encumbrance or paid any obligation or liability (fixed or contingent), except in the ordinary course of business consistent with past practice or as contemplated by this Agreement, (e) mortgaged, pledged or subjected to any lien or other encumbrance any of its assets (whether tangible or intangible), (f) sold, assigned, transferred, conveyed, leased or otherwise dispose of or agreed to sell, lease or otherwise dispose of any of its assets except for sales of inventory or other assets in the ordinary course of business consistent with past practice or as contemplated by this Agreement, (g) canceled or compromised any debt or claim, except in the ordinary course of business consistent with past practice, (h) waived or released any rights, except for waivers or releases made in the ordinary course of business consistent with past practice, (i) made any capital expenditures in excess of One Hundred Thousand Dollars ($100,000), or entered into any commitments therefor, (j) suffered any adverse change incasualty loss or damage, whether or not covered by insurance, or any adverse ruling, judgment or award, whether or not amounts were reserved on Beech’s books, (k) lost any employees, distributors, dealers, manufacturers representatives, customers or supplies, the occurrence loss of any events which, individually or in the aggregate, has or have had, or might reasonably be is expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate considerationMaterial Adverse Effect on Beech, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (dl) made or entered into contracts or commitments to make any capital expenditures in excess distributions of Five Thousand Dollars property ($5,000.00); (eother than cash) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to its capital stock, (m) increased the compensation of or paid a bonus to any licensesof its officers, agreementsdirectors or employees or changed the benefits plans, patentswelfare plans, inventionscompensation plans or similar plans available to any such persons, trademarks(n) modified, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contractsexisting material contract, agreementsobligation or agreement, leases (o) changed its accounting principles or arrangements which methods, or (p) except as otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) provided herein, entered into any transactions not other transaction, contract or commitment other than in the ordinary course of business which would, individually or in with respect to any of the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americaforegoing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Concentra Operating Corp)

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11SCHEDULE 2.8, since January 1April 30, 19961997, DE there has not: not been (a) suffered any adverse change inmaterial damage, destruction or casualty loss to the occurrence Assets (whether covered by insurance or not) outside the ordinary course of any events which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assetsbusiness; (b) incurred damage any entry into any transaction, commitment or agreement (including, without limitation, any borrowing) material to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurancerelating to the Assets and outside the ordinary course of business of DeltaPoint; (c) incurred any material obligation sale, transfer or liability (fixed or contingent) other disposition of the Assets to any party, except (i) current trade or business for payment of obligations incurred incurred, and sale of products, in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreementbusiness consistent with past practices; (d) made any amendment or entered into contracts termination of any material Contract or commitments agreement relating to make the Assets to which DeltaPoint is a party or any capital expenditures termination or waiver of any other rights of value relating to the Assets other than any amendment, termination or waiver in excess of Five Thousand Dollars ($5,000.00)the ordinary course consistent with past practices; (e) mortgaged, pledged any failure by DeltaPoint to pay its accounts payable or subjected other obligations relating to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (gf) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated pledge of any of the contractsAssets or any action or inaction which would subject the Assets to any lien, agreementssecurity interest, leases mortgage, pledge, claim, charge or arrangements which otherwise would have been set forth on Exhibit 5.15.1 heretoother encumbrance of any kind; (ig) waived the incurrence of any liability or released any other rights of material value; (j) entered into any transactions not obligation by DeltaPoint related to the Assets, except for liabilities incurred in the ordinary course of business; (h) any actual or threatened termination or cancellation of, or modification or change in, any business which would, individually relationship with any customer or in the aggregate, materially adversely affect customers of DeltaPoint relating to the Assets or other agreement or arrangement involving or related to the business Assets which if terminated or cancelled would materially and adversely effect the Assets; (i) any other event or condition of DEany character which materially and adversely affects the Assets; or (kr) done any agreement, whether in writing or suffered anything material otherwise, to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americatake any action described in this SECTION 2.8.

Appears in 1 contract

Samples: Asset Purchase Agreement (Deltapoint Inc)

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11Since the date of the most recent Financial Statement provided to the Buyer, since January 1, 1996, DE ETI has not: (ai) suffered any material adverse change in, or the occurrence of any events which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's on the financial condition, condition or results of operations or business or the value of the AssetsETI; (bii) incurred damage to or destruction of any material Asset or material portion Assets individually or in the aggregate having a replacement cost in excess of the AssetsFive Thousand and 00/100 Dollars ($5,000), whether or not covered by insurance; (ciii) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred not in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (div) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand and 00/100 Dollars ($5,000.005,000); (ev) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (fvi) sold, transferred or leased any material Asset or material portion Assets individually or in the aggregate having a replacement cost in excess of the AssetsFive Thousand and 00/100 Dollars ($5,000), or canceled or compromised any debt or material claims, except except, in each case, in the ordinary course of business; (gvii) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, software, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset asset, including, but not limited to, the Intellectual Property Rights; (hviii) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth a material adverse financial impact on Exhibit 5.15.1 heretoETI; (iix) waived or released any other rights of material value; (jx) declared or paid any dividend on its capital stock, or set apart any money for distribution to or for its shareholders except as permitted under Section 5(j); (xi) redeemed any portion of its capital stock; (xii) entered into, or amended the terms of, any employment or consulting agreement that is not terminable on no more than thirty (30) days’ notice without liability to ETI or the Business; (xiii) incurred any indebtedness for borrowed money or guaranteed any such indebtedness of another entity or individual, or entered into any other arrangement having the economic effect of any of the foregoing; or (xiv) entered into any transactions not in the ordinary course of business which would, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americabusiness.

Appears in 1 contract

Samples: Purchase Agreement (EMR Technology Solutions, Inc.)

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11contemplated by this Agreement, since January 1March 31, 19962006, DE has not: (a) suffered any adverse change in, or the occurrence of any events which, individually or Company and its Subsidiaries have conducted their respective businesses in all material respects in the aggregateOrdinary Course of Business. Except as disclosed on Schedule 3.21, neither the Company nor any of its Subsidiaries has, except the Ordinary Course of Business and where it has not had or have had, or might would not reasonably be expected to have, a material adverse effect onMaterial Adverse Effect (either individually or in the aggregate): (a) been subjected to or permitted a Lien upon or otherwise encumbered any of its assets, DE's financial condition, results of operations or business or the value of the Assetsother than Permitted Liens; (b) sold, transferred, licensed or leased any of its assets or properties; (c) discharged or satisfied any obligation or liability, other than current liabilities shown on the Company’s March 31, 2006 balance sheet and current liabilities incurred damage since March 31, 2006; (d) cancelled or compromised any debt owed to or by or claim of or against it, or waived or released any right of value; (e) suffered any physical damage, destruction of any material Asset or material portion of the Assets, loss (whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11)causing a Material Adverse Effect; (f) sold, transferred entered into any transaction or leased agreement (other than this Agreement) relating to its assets or business (including the acquisition or disposition of any material Asset assets or material portion property) or any relinquishment of the Assets, any Contract or canceled other right or compromised otherwise committed or obligated itself to any debt or material claims, except in each case, in the ordinary course of businesscapital expenditure; (g) soldmade or suffered any change in, assignedor condition affecting, transferred its condition (financial or granted any rights under otherwise), properties, profitability, or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rightsoperations; (h) amended made any change in the accounting principles, methods, records or terminated any of the contractspractices followed by it or depreciation or amortization policies or rates theretofore adopted, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 heretoexcept as may be required under GAAP; (i) waived made or released suffered any other rights amendment or termination of material valueany Company Listed Contract; (j) paid, or made any accrual or arrangement for payment of, any severance or termination pay to, or entered into any transactions not employment or loan or loan guarantee agreement with, any current or former officer, director or employee or consultant of the Company or any of its Subsidiaries; (k) paid, or made any accrual or arrangement for payment of, any increase in compensation, bonuses or special compensation of any kind to any officer, director, employee or consultant of the ordinary course Company or any Company Subsidiary; (l) made or agreed to make any charitable contributions or incurred any non-business expenses; (m) changed or suffered change in any benefit plan or labor agreement affecting any employee of business which wouldthe Company or any of its Subsidiaries otherwise than to conform to Legal Requirements; (n) entered into any exclusive license, individually distribution, marketing or in sales agreement; (o) made any commitment to any Person to develop software without charge or incorporate any software into the aggregate, materially adversely affect the Assets or the business of DECompany Products; or (kp) done entered into any agreement or suffered anything material otherwise obligated itself to invalidate or jeopardize its plant's or products' kosher certification by The Union do any of Orthodox Jewish Congregations of Americathe foregoing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Datawave Systems Inc)

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11Schedule 6.10, since January 1the Cut-Off Date, 1996, DE Seller has not: (a) suffered any adverse change in, or the occurrence of any events which, individually or in the aggregate, has or have had, or or, to the best knowledge of the General Partners might reasonably be expected to have, a material adverse effect on, DEthe Transferred Assets, or Buyer's financial condition, results of operations or business or use and enjoyment thereof from and after the value of the AssetsClosing Date; (b) incurred damage to or destruction of any material Asset Transferred Asset, or material portion of the Transferred Assets, by casualty, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were was entered into for grossly inadequate consideration, (ii) obligations or and liabilities under the Commitments Membership Agreements and Contracts to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00)10,000 in the aggregate; (e) mortgaged, pledged or subjected to lien or any other encumbrance Lien any of the Transferred Assets (except for purchase money liens used in (x) the acquisition lien of taxes not yet due and payable, and (y) such imperfections of title and encumbrances, if any, which do no detract from the value, or interfere with the current use, of any of the Assets, as set forth on Exhibit 5.11Transferred Assets or otherwise impair the Club's business operations); (f) sold, transferred or leased any material Asset Transferred Asset, or material portion of the Transferred Assets, or canceled cancelled or compromised any debt or material claimsclaim, except in each case, case in the ordinary course of business; (g) soldamended, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended modified or terminated any of the contracts, agreements, leases or arrangements which are, or would otherwise would have been set forth on Exhibit 5.15.1 heretobeen, listed in Schedule 1.1.1(f); (ih) waived or released any other rights of material value; (ji) entered into made any transactions not loan or advance to any person other than loans or advances to employees consistent with past policy and in the ordinary course of business which would, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of America.and not exceeding five

Appears in 1 contract

Samples: Agreement of Purchase and Sale (Sports Club Co Inc)

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11in Section 4.7 of the Company Disclosure Schedule, since January 1the date of the Current Balance Sheet, 1996, DE neither the Company nor any of its subsidiaries has not: (a) suffered issued any adverse change in, capital stock or other securities; (b) made any distribution of or with respect to its capital stock or other securities or purchased or redeemed any of its securities; (c) paid any bonus to or increased the occurrence rate of compensation of any events whichof its officers or salaried employees or amended any other terms of employment of such persons; (d) sold, individually leased or transferred any of its properties or assets other than in the ordinary course of business consistent with past practice; (e) made or obligated itself to make capital expenditures other than in the ordinary course of business consistent with past practice; (f) made any payment in respect of its liabilities other than in the ordinary course of business consistent with past practice; (g) incurred any obligations or liabilities or entered into any transaction or series of transactions involving in excess of $50,000 in the aggregate, has or have hadother than in the ordinary course of business consistent with past practice, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or except for this Agreement and the value of the Assetstransactions contemplated hereby; (bh) incurred damage to suffered any theft, damage, destruction or destruction casualty loss, not covered by insurance for which a timely claim was filed, in excess of $50,000 in the aggregate; (i) suffered any material Asset or material portion of the Assets, extraordinary losses (whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into waived, canceled, compromised or released any transactions not rights having a value in excess of $50,000 in the aggregate, other than rights waived, canceled, compromised or released in the ordinary course of business which would, individually with respect to benefits and/or coverage issues involving per incident amounts of less than $25,000; (k) made or adopted any change in its accounting practice or policies; (l) made any adjustment to its books and records other than in respect of the conduct of its business activities in the aggregateordinary course consistent with past practice; (m) entered into any transaction with any Affiliate other than intercompany transactions in the ordinary course of business consistent with past practice; (n) entered into any employment agreement (other than oral employment agreements terminable at-will, materially adversely affect except to the Assets extent such at-will employment may be modifiable by applicable law or statute); (o) terminated, amended or modified any agreement involving an amount in excess of $50,000; (p) imposed or suffered to exist any security interest or other Lien on any of its assets other than in the ordinary course of business consistent with past practice; (q) delayed paying any accounts payable which are due and payable except to the extent being contested in good faith; (r) made or pledged any charitable contribution in excess of DE$50,000; (s) entered into any other transaction or been subject to any event which has or may have a Company Material Adverse Effect; or (kt) done agreed to do or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union authorized any of Orthodox Jewish Congregations of Americathe foregoing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Molina Healthcare Inc)

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.116.11, since January 1, 19961998, DE THI has not: (a) suffered any adverse change in, or the occurrence of any events which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DETHI's financial condition, results of operations or business or the value of the Assets; (b) incurred damage to or destruction of any material Asset asset or material portion of the Assetsits assets, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, and (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Ten Thousand Dollars ($5,000.0010,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (its assets, except for purchase money those liens used in the acquisition and encumbrances required for financing of the Assets, as set forth on Exhibit 5.11)transactions contemplated by this Agreement; (f) sold, transferred or leased any material Asset asset or material portion of the Assetsits assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rightsasset; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; or (ji) entered into any transactions not in the ordinary course of business which would, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plantTHI's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americabusiness.

Appears in 1 contract

Samples: Asset Acquisition Agreement (Terrace Holdings Inc)

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11Since May 31, since January 11998, 1996, DE FirstFloor has not: not (a) suffered any adverse change in, or the occurrence of any events which, individually in its financial condition or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results operations of operations or business or the value of the Assetsits business; (b) incurred damage to suffered any damage, destruction or destruction of any material Asset or material portion of the Assetsloss, whether or not covered by insuranceinsurance or not; (c) incurred granted any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred increase in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations compensation payable or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreementbecome payable by FirstFloor to its officers or employees; (d) declared, set aside or paid any dividend or made any other distribution on or entered into contracts in respect of the shares of the capital stock of FirstFloor or commitments to make declared any capital expenditures in excess direct or indirect redemption, retirement, purchase or other acquisition by FirstFloor of Five Thousand Dollars ($5,000.00)such shares; (e) mortgaged, pledged or subjected to lien issued any shares of capital stock of FirstFloor or any other encumbrance warrants, rights, options or entered into any commitment relating to the shares of the Assets (FirstFloor except as contemplated hereby and except for purchase money liens used in the acquisition issuance of FirstFloor Common Stock pursuant to the Assets, as set forth on Exhibit 5.11)exercise of outstanding options; (f) made any change in the accounting methods or practices it follows, whether for general financial or tax purposes, or any change in depreciation or amortization policies or rates adopted therein; (g) sold, transferred leased, abandoned or leased otherwise disposed of any material Asset real property or material portion of the Assetsany machinery, equipment or canceled or compromised any debt or material claims, except in each case, other operating property other than in the ordinary course of business; (gh) sold, assigned, transferred transferred, licensed or otherwise disposed of any FirstFloor Proprietary Asset except for licenses granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, on standard terms in the Rights; (h) amended or terminated any ordinary course of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 heretoits business; (i) waived or released suffered any other rights of material valuelabor dispute; (j) engaged in any activity or entered into any transactions not commitment or transaction (including without limitation any borrowing or capital expenditure) other than in the ordinary course of business; (k) incurred any liabilities except in the ordinary course of business which wouldand consistent with past practice; (l) permitted or allowed any of its property or assets to be subjected to any mortgage, individually deed of trust, pledge, lien, security interest or other encumbrance of any kind, except those permitted under Section 3.10 ("Title and Related Matters") hereof, other than any purchase money security interests incurred in the aggregateordinary course of business; (m) made any capital expenditure or commitment for additions to property, materially adversely affect plant or equipment except in the Assets ordinary course of business; (n) paid, loaned or advanced any material amount to, or sold, transferred or leased any properties or assets to, or entered into any material agreement or arrangement with any of its Affiliates, officers, directors or stockholders or any Affiliate or associate of any of the business of DEforegoing; (o) made any amendment to or terminated any agreement which, if not so amended or terminated, would be required to be disclosed on the FirstFloor Disclosure Schedule; or (kp) done or suffered anything material agreed to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of America.take any action described in this Section 3.9

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Calico Commerce Inc/)

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.115.10, since January 1, 19961998, DE Banner has not: (a) suffered any adverse change in, or the occurrence of any events which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DEBanner's financial condition, results of operations or business Business or the value of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under including the Commitments Liabilities to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Ten Thousand Dollars ($5,000.0010,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 5.14.1 hereto; (i) waived or released any other rights of material value; or (j) entered into any transactions not in the ordinary course of business which would, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of AmericaBusiness.

Appears in 1 contract

Samples: Asset Acquisition Agreement (Terrace Holdings Inc)

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11Schedule 5.7 hereto, since January 1September 30, 1996, DE has not1999 none of the Sellers have: (ai) suffered any adverse change in, or the occurrence occur rence of any events (exclusive of general market or industry information) which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's on the Business' condition (financial conditionor otherwise), results of operations operations, properties or business or the value of on the Assets; (bprovided, however, that each of the Sellers, Medical Manager and the Purchaser acknowledge the liquidity problems suffered by the Sellers, as well as the disclosure of certain accounting improprieties with respect to PCN's financial statements and agrees that, for purposes of this Section 5.7, such liquidity problems and disclosure shall not constitute an adverse change); (ii) incurred damage to or destruction of any material Asset or material portion of the AssetsAssets by casualty, whether or not covered by insurance, or suffered or became subject to any pending or threatened condemnation of property; (ciii) incurred any material obligation obligations or liability liabilities (fixed or contingent) except (iA) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly an inadequate consideration, (iiB) obligations or and liabilities under the Commitments (as hereinafter defined) to the extent required thereby, and (iiiC) obligations and liabilities under this Agreement; (div) made or entered into contracts or commitments to make any capital expenditures change in excess the nature of Five Thousand Dollars ($5,000.00)the Business; (ev) mortgaged, pledged pledged, assigned, hypothecated or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (fvi) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, case in the ordinary course of businessbusiness and consistent with past practice; (gvii) sold, assigned, transferred transferred, or granted any rights under or with respect to to, any of its licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset includingin each case to the extent related to the Business and, but not limited toin each case, other than in the Rightsordinary course of business consistent with past practice; (hviii) amended or terminated any of the its contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 heretorelating to the Business other than in the ordinary course of business consistent with past practice; (iix) waived or released any other rights with respect to the Business other than in the ordinary course of material valuebusiness consistent with past practice; (jx) had work performed which could give rise to mechanics liens with respect to any of the Assets which has not been paid or which payment has not been provided for; or (xi) entered into any transactions other material transaction with respect to the Business not in the ordinary course of business which would, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americabusiness.

Appears in 1 contract

Samples: Asset Purchase Agreement (Physician Computer Network Inc /Nj)

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11SCHEDULE 3.4, since January 1from December 31, 19962000 to the date hereof, DE there has not: (a) suffered any adverse been no change in, or the occurrence of any events which, individually or in the aggregateAcquired Assets, has condition (financial or have hadotherwise), or might reasonably be expected to haveproperties, a material adverse effect onliabilities, DE's financial conditionoperations, results of operations or business or the value reasonably anticipated prospects of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the AssetsBusiness, whether or not covered by insurance; , which has resulted in, reasonably could be expected to result in, or which Seller has reason to believe could reasonably be expected to result in a Business Material Adverse Effect, and the Seller has no Knowledge of any such change that is threatened, nor has there been any damage, destruction or loss affecting the Acquired Assets (c) incurred any material obligation financial or liability (fixed otherwise), properties, liabilities, operations, results of operations or contingent) except reasonably anticipated prospects of the Business, whether or not covered by insurance, which has resulted in, reasonably could be expected to result in, or which Seller has reason to believe could reasonably be expected to result in a Business Material Adverse Effect. Except as set forth on SCHEDULE 3.4, from December 31, 2000 to the date hereof, Seller has not: (i) current trade made or business obligations incurred authorized any change in the ordinary course its certificate of business, none of which were entered into for grossly inadequate consideration, incorporation or by-laws; (ii) obligations made or liabilities under the Commitments contracted for any capital expenditures relating to the extent required therebyBusiness in excess of $10,000 per item and $50,000 in the aggregate, and or made any other commitments or disbursements or incurred or paid any liabilities or obligations relating to the Business, except in the Ordinary Course of Business; (iii) obligations and liabilities under this Agreement; sold, leased, abandoned, or otherwise transferred (dor contracted to sell, lease or otherwise transfer) made any of its assets or entered into contracts properties relating to the Business, except in the Ordinary Course of Business, or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance Lien any of the Assets Acquired Assets; (except for purchase money liens iv) canceled any debts or claims or waived any rights relating to the Business in excess of $10,000 in the aggregate; (v) transferred or granted any material right under any lease, license, agreement, or other valuable asset relating to the Business; (vi) agreed to change in any manner the character of the Business; (vii) entered into or amended any employment agreement, entered into or amended any agreement with any labor union or association representing any employee, adopted, entered into, or amended any employee benefit plan, program, agreement or arrangement, or made any change in the actuarial methods or assumptions used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased funding any material Asset or material portion of the Assetsdefined benefit pension plan, or canceled made any change in the assumptions or compromised any debt or material claimsfactors used in determining benefit equivalencies thereunder, except in each case, relating to the Business; (viii) made any change in the ordinary course accounting methods or practices of businessthe Business or made any change in depreciation or amortization policies or lives adopted by it, except concurrently with changes in GAAP; (gix) soldmade any wage or salary increase or bonus, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or increase in any other intangible asset includingdirect or indirect compensation, but not limited to, the Rights; (h) amended for or terminated to any of the contractsofficers, agreementsdirectors, leases employees, consultants, agents or arrangements which otherwise would have been set forth on Exhibit 5.15.1 heretoother representatives of the Business, or any accrual for or commitment or agreement to make or pay the same, other than those made in the Ordinary Course of Business; (ix) waived made any payment or released commitment to pay any severance or termination pay to any of the officers, directors, employees, consultants, agents or other rights representatives of material valuethe Business, other than payments made in the Ordinary Course of Business to persons other than its officers or directors; (jxi) except in the Ordinary Course of Business, entered into or materially amended any transactions not Contract to which it is a party, or by or to which it or the assets or properties of the Business are bound or subject, in each case, calling for an aggregate purchase or sale price or payments of more than $50,000, or pursuant to which it agreed to indemnify any party or to refrain from competing with any party; (xii) paid, directly or indirectly, any of the material liabilities of the Business before the same became due in accordance with its terms or otherwise than in the ordinary course Ordinary Course of business which wouldBusiness; (xiii) suffered or incurred any damage, individually destruction or in the aggregate, loss (whether or not covered by insurance) materially adversely affect affecting the Assets assets, properties, business, reasonably anticipated prospects, operations or condition (financial or otherwise) of the business Business; (xiv) terminated or failed to renew, or received any written threat (that was not subsequently withdrawn) to terminate or fail to renew, any Contract that is or was material to the assets, properties, business, reasonably anticipated prospects, operations or condition (financial or otherwise) of DEthe Business; or (kxv) done agreed, whether in writing or suffered anything material otherwise, to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americatake any action described in this Section 3.4.

Appears in 1 contract

Samples: Asset Purchase Agreement (Anteon Corp)

Absence of Certain Changes or Events. Except Since December 31, 2004, except as set forth on Exhibit 5.11Schedule 5.15, since January 1, 1996, DE each of the TBW Companies has not: (a) suffered any adverse change in, or the occurrence of any events which, individually or operated its business in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value ordinary course and none of the Assets; TBW Companies has (bi) incurred damage to issued any stock, bonds or destruction of other corporate securities or other Equity Interests, (ii) borrowed any material Asset amount or material portion of the Assets, whether or not covered by insurance; (c) incurred any material liabilities (whether accrued, absolute, contingent or otherwise, known nor unknown, and whether due or to become due), other than in the Ordinary Course of Business, in excess of $250,000, (iii) discharged or satisfied any Lien or incurred or paid any obligation or liability (fixed absolute or contingent) except (i) current trade or business obligations incurred ), other than in the ordinary course Ordinary Course of businessBusiness, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars $250,000, ($5,000.00); iv) declared or made any payment or distribution to stockholders or purchased or redeemed any shares of its capital stock or other securities or made any other Restricted Payment, (ev) mortgaged, pledged or subjected to lien or any Lien (other encumbrance than Permitted Encumbrance) any of the Assets its assets, tangible or intangible, (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (fvi) sold, assigned or transferred any of its tangible assets other than sales of Inventory or leased any material Asset used or material portion worn-out property, all in the Ordinary Course of the AssetsBusiness, or canceled any debts or compromised any debt or material claimsclaims that are material, except in each case, in the ordinary course of business; (gvii) sold, assigned, assigned or transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights copyrights, trade secrets or formulae or with respect to know-how or any other intangible asset includingassets, but not limited to(viii) suffered any material casualty losses of property, or waived any rights of substantial value, (ix) suffered any material adverse change in the Rights; Condition of the Companies, (hx) expended any material amount, granted any bonuses or extraordinary salary increases except in the Ordinary Course of Business, (xi) entered into any transaction involving consideration in excess of $250,000 except as otherwise contemplated hereby, or (xii) entered into any agreement or transaction, or amended or terminated any agreement, with an Affiliate of any of the contractsTBW Companies. To the knowledge of any of the TBW Parties, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of no material value; (j) entered into any transactions not adverse change in the ordinary course Condition of business which would, individually the Companies is threatened or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material reasonably likely to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americaoccur.

Appears in 1 contract

Samples: Securities Purchase Agreement (Tb Woods Corp)

Absence of Certain Changes or Events. To the best knowledge of the Shareholders since the Cutoff Date, each of the Companies has used commercially reasonable efforts consistent with its normal business practice to preserve the business organization of such Company intact, to keep available to such Company the services of all of its current officers and employees and to preserve the goodwill of the suppliers, customers, employees and others having business relations with such Company as of such date. Except as set forth on Exhibit 5.11Schedule 4.11, since January 1the Cutoff Date, 1996to the best knowledge of the Shareholders, DE none of the Companies has not: (a) suffered any adverse change inMaterial Adverse Change in its assets, business, financial condition or the occurrence results of operation, nor have any events which, individually or in the aggregate, has or occurred that have had, or might reasonably be expected to have, a material adverse effect on, DE's Material Adverse Change on the financial condition, condition or results of operations or business or the value of the Assets; Companies, taken as a whole, except for changes resulting from changes in general economic conditions, industry conditions, GAAP, government regulations, judicial rulings, or terrorist acts, or as a result of the announcement or consummation of this Agreement. Except as set forth on Schedule 4.11, since the Cutoff Date, none of the Companies has (ba) incurred damage to or destruction of any material Asset or material portion Assets having, in the aggregate, a replacement cost in excess of the Assets$10,000, whether or not covered by insurance; (cb) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred not in the ordinary course Ordinary Course of business, none Business in excess of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement$10,000; (dc) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars $10,000; ($5,000.00)d) encumbered any of its Assets with any Security Interest in addition to Security Interests in existence as of the Cutoff Date other than Security Interests imposed by operation of law; (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion leased, as lessor, Assets having, in the aggregate, a replacement cost in excess of the Assets$10,000, or canceled or compromised any debt or material claims, except in each case, for the sale of inventory in the ordinary course of business; (gf) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rightsowned by such Company; (hg) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been required to be set forth on Exhibit 5.15.1 Schedule 4.11 hereto; (ih) waived or released any other rights of material valuevalue to such Company; (i) declared or paid any dividend on its capital stock, or set apart any money for distribution to or for its Shareholders, or members of their families, other than salary and reimbursement of debts outstanding and owing to one or more of the Shareholders or any director or officer of any of the Companies or expenses in amounts consistent with past practices;; (j) redeemed any portion of its capital stock; (k) entered into, or amended the terms of, any employment or consulting agreement so as to cause such agreement to not be terminable by such Company on less than 30-days notice without Material Adverse Change to such Company; (l) incurred any indebtedness for borrowed money or guaranteed any indebtedness of another Person not in the Ordinary Course of Business, or (m) entered into any transactions not in the ordinary course Ordinary Course of business Business which would, individually or in the aggregate, materially adversely affect result in a Material Adverse Change to the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of AmericaBusiness.

Appears in 1 contract

Samples: Stock Purchase Agreement (Air Industries Group, Inc.)

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11and described in Schedule 4.6, since January 1the Current Balance Sheet Date, 1996there has been no Material Adverse Effect on the HAT Stations. Since the Current Balance Sheet Date, DE the business of the HAT Stations has been conducted in the Ordinary Course of Business, and HAT has not: , with respect to the HAT Stations or HAT Assets, (a) suffered incurred any adverse change inextraordinary loss of, or injury to, any of the occurrence HAT Assets as the result of any events whichfire, individually explosion, flood, windstorm, earthquake, labor trouble, riot, accident, act of God or in the aggregate, has public enemy or have hadarmed forces, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assetsother casualty; (b) incurred, or become subject to, any Liability, except current Liabilities incurred damage to or destruction in the Ordinary Course of any material Asset or material portion of the Assets, whether or not covered by insuranceBusiness; (c) incurred discharged or satisfied any material obligation Encumbrance or liability (fixed or contingent) except (i) paid any Liability other than current trade or business obligations incurred Liabilities shown in the ordinary course HAT Balance Sheets, current Liabilities incurred since the Current Balance Sheet Date in the Ordinary Course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required therebyBusiness, and Liabilities (iiiincluding, without limitation, partial and complete prepayments) obligations arising under any credit or loan agreement between HAT and liabilities under this Agreementits lenders; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance Encumbrance any of the HAT Assets (except for purchase money liens used Permitted Encumbrances); (e) made any material change in the acquisition any method of the Assets, as set forth on Exhibit 5.11)accounting or accounting practice; (f) sold, leased, assigned or otherwise transferred or leased any of its material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of businessHAT Assets other than obsolete HAT Assets which have been replaced by suitable replacements; (g) sold, assigned, transferred made any material increase in compensation or granted any rights under or with respect benefits payable to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights employee other than in the Ordinary Course of Business; or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated made any agreement to do any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not in the ordinary course of business which would, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americaforegoing.

Appears in 1 contract

Samples: Asset Exchange Agreement (STC Broadcasting Inc)

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11Since its formation, since January 1, 1996, DE Borrower ------------------------------------ has not: (ai) suffered any material adverse change in, or the occurrence of any events which, individually in its financial condition or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results operations of operations or business or the value of the Assetsits business; (b) incurred damage to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations suffered any damage, destruction or liabilities under the Commitments to the extent required therebyloss, whether covered by insurance or not, materially and adversely affecting its properties or business; (iii) obligations and liabilities under this Agreementmade any distribution on or in respect of its membership interests or declared any direct or indirect redemption, retirement, purchase or other acquisition by Borrower of such interests except for distributions to Members to pay taxes of Members on income of Borrower; (div) made any change in the accounting methods or entered into contracts practices it follows, whether for general financial or commitments to make tax purposes, or any capital expenditures change in excess of Five Thousand Dollars ($5,000.00)depreciation or amortization policies or rates adopted therein; (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (fv) sold, transferred leased, abandoned or leased otherwise disposed of any material Asset real property or material portion of the Assetsany machinery, equipment or canceled or compromised any debt or material claims, except in each case, other operating property other than in the ordinary course of business; (gvi) sold, assigned, transferred transferred, licensed or granted otherwise disposed of any rights under patent, trademark, servicemark, tradename, brand name, copyright (or with respect to pending application for any licensespatent, agreementstrademark, patentsservicemark or copyright), inventionsinvention, trademarksprocess, trade namesknow-how, copyrights or formulae or with respect to know-how trade secret or any interest thereunder or other intangible asset including, but not limited to, other than in the Rightsordinary course of business; (hvii) amended or terminated suffered any labor dispute, other than routine matters, none of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 heretois material; (iviii) waived engaged in any activity or released any other rights of material value; (j) entered into any transactions not material commitment or transaction (including without limitation any borrowing or capital expenditure) other than in the ordinary course of business; (ix) incurred any liabilities except in the ordinary course of business which wouldand consistent with past practice; (x) permitted or allowed any of its property or assets to be subjected to any mortgage, individually deed of trust, pledge, lien, security interest or other encumbrance of any kind; (xi) made any capital expenditure or commitment for additions to property, plant or equipment except in the aggregateordinary course of business; (xii) except as authorized by Borrower's Operating Agreement, materially adversely affect paid, loaned or advanced any amount to, or sold, transferred or leased any properties or assets to, or entered into any agreement or arrangement with any of its officers, directors or stockholder or any affiliate or associate of any of the Assets or the business of DEforegoing; or (kxiii) done taken or suffered anything material agreed to invalidate or jeopardize its plant's or products' kosher certification by The Union take any action which would constitute a breach of Orthodox Jewish Congregations any of Americathe representations contained in this Agreement.

Appears in 1 contract

Samples: Loan Agreement (Callaway Golf Co /Ca)

Absence of Certain Changes or Events. Except as contemplated by this Agreement, including the impact of the transfer or other exclusion of the Retained Assets and Retained Liabilities, or set forth on Exhibit 5.11in the Financial Statements or the Interim Financial Statements, since January 1the Balance Sheet Date, 1996the Group has conducted its business in all material respects in the ordinary course consistent with past practice (taking into account the proposed sale of the Group) and there has been no material reduction in the value of those fixed assets (other than diminution in value in the ordinary course) specified in the Financial Statements and no material adverse change in the assets, DE has not: financial condition or results of operations of the Group, no Substantial Program Suppliers or Substantial Distributors have ceased or substantially reduced their trade with any Group Company or have materially and adversely altered the terms of trade to any Group Company or, to Seller's Knowledge, given notice of any intention to do the same, and none of CMI, CEL or any of their Subsidiaries have (a) suffered issued any adverse change in, or the occurrence of any events which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the AssetsEquity Interests; (b) incurred damage declared or made any payment or distribution to or destruction of any material Asset or material portion stockholders in respect of the Assetscapital stock or membership interests of such stockholders (other than cash dividends or distributions) or repaid, whether purchased or not covered by insuranceredeemed any of its capital stock (or agreed to do any of the same); (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in taking into account the ordinary course proposed sale of businessthe Group, none of which were entered into for grossly inadequate considerationsold, (ii) obligations or liabilities under the Commitments to the extent required therebyassigned, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) leased, mortgaged, pledged or pledged, subjected to lien any Lien or any other encumbrance otherwise conveyed or transferred (or agreed to do any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (fsame) sold, transferred or leased any material Asset or material portion of the Assetsasset, or canceled or compromised cancelled any debt or material claimsclaim owed to CMI, except CEL or any of their Subsidiaries, in each case, case other than in the ordinary course of business; (d) taking into account the proposed sale of the Group, assumed, guaranteed or incurred, or agreed to assume, guarantee or incur, a liability, obligation or expense (actual or contingent) other than in the ordinary course of business; (e) acquired, or agreed to acquire, from an Affiliate an asset on other than on arm's-length terms; (f) made or incurred, or agreed to make or incur, capital expenditures, or a commitment or connected commitments involving capital expenditures, in relation to the Denver, Colorado Network Operating Center in excess of $1 million or otherwise in excess of $300,000; (g) sold, assigned, transferred or granted waived any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights right of material value; (jh) entered into made any transactions not material change in officer or director compensation except in the ordinary course of business which wouldand consistent with past practice; (i) entered into, individually assumed, renewed or modified in any material respect any employment, consulting, severance or termination agreement with any officer or director of CMI, CEL or any of their Subsidiaries (other than agreements entered into in the aggregate, materially adversely affect the Assets or the business ordinary course of DE; business) or (kj) done changed any financial accounting methods, principles or suffered anything material to invalidate practices by CMI or jeopardize its plant's or products' kosher certification CEL, except insofar as may have been required by The Union of Orthodox Jewish Congregations of Americaa change in GAAP.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Crown Media Holdings Inc)

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11Since the date of the most recent Financial Statement provided to the Buyer, since January 1, 1996, DE FCES has not: (ai) suffered any material adverse change in, or the occurrence of any events which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's on the financial condition, condition or results of operations or business or the value of the AssetsFCES; (bii) incurred damage to or destruction of any material Asset or material portion Assets individually or in the aggregate having a replacement cost in excess of the AssetsTwenty Five Thousand and 00/100 Dollars ($25,000), whether or not covered by insurance; (ciii) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred not in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (div) made or entered into contracts or commitments to make any capital expenditures in excess of Twenty Five Thousand and 00/100 Dollars ($5,000.0025,000); (ev) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (fvi) sold, transferred or leased any material Asset or material portion Assets individually or in the aggregate having a replacement cost in excess of the AssetsTwenty Five Thousand and 00/100 Dollars ($25,000), or canceled or compromised any debt or material claims, except except, in each case, in the ordinary course of business; (gvii) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, software, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset asset, including, but not limited to, the Intellectual Property Rights; (hviii) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth a material adverse financial impact on Exhibit 5.15.1 heretoFCES; (iix) waived or released any other rights of material value; (jx) declared or paid any dividend on its capital stock, or set apart any money for distribution to or for its shareholders; (xi) redeemed any portion of its capital stock; (xii) entered into, or amended the terms of, any employment or consulting agreement that is not terminable on no more than thirty (30) days’ notice without liability to FCES or the Business; (xiii) incurred any indebtedness for borrowed money or guaranteed any such indebtedness of another entity or individual, or entered into any other arrangement having the economic effect of any of the foregoing; or (xiv) entered into any transactions not in the ordinary course of business which would, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americabusiness.

Appears in 1 contract

Samples: Stock Purchase Agreement (Somerset International Group,inc.)

Absence of Certain Changes or Events. Except as contemplated by Sections 6.2(l) and 6.11 or as set forth on Schedule 4.10, since October 31, 1995, Bank has not declared, set aside or paid any dividend or, other distribution with respect to, or repurchased any Equity Investments in, Bank. Except as set forth on Exhibit 5.11in Schedule 4.10 or as consented to by Buyer in writing, since January 1during the period from October 31, 19961995 to the Closing Date, DE has not: (a) suffered any adverse change in, or neither Bank nor the occurrence of any events which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except Bank Subsidiaries has: (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien any Encumbrance or any other encumbrance lease any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the AssetsReal Property, or canceled permitted or compromised suffered any debt such asset to be subjected to any Encumbrance or material claimslease, except in each case, in the ordinary course of business; (gii) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not than in the ordinary course of business business, (A) increased the wages, salaries, compensation, pension, or other fringe benefits or perquisites payable to any executive officer, Employee, or director from the amount in effect as of October 31, 1995, or granted any severance or termination pay, (B) entered into any contract to make or grant any severance or termination pay, or (C) paid any bonus to any such person; (iii) suffered any strike, work stoppage, slow-down, or other labor disturbance at the Branches or Operating Sites; (iv) amended, canceled or terminated any agreement relating to Technology Systems, Software or Intellectual Property, except in the ordinary course of business; (v) changed its accounting principles, practices or methods except as required by any change in Applicable Law, GAAP or regulatory accounting principles; (vi) engaged in any material sale or purchase of assets, entered into, amended, or terminated any Material Contract, or engaged in any other material transaction other than for fair value in the ordinary course of business; or (vii) incurred any damage, destruction or loss to any of the assets of Bank and the Bank Subsidiaries which wouldhas had or may be reasonably expected to have, individually or in the aggregate, materially adversely a material adverse effect on Bank and the Bank Subsidiaries taken as a whole; and (b) no event has occurred or has failed to occur which has had or is reasonably expected to have, individually or in the aggregate with any other event(s), a material adverse effect on Bank and the Subsidiaries taken as a whole, PROVIDED, HOWEVER, that for purposes of this Section 4.10, no such material adverse effect shall be deemed to have occurred as a result of (i) any change in Applicable Law, GAAP or regulatory accounting principles, or changes in thrift laws or regulations, or interpretations thereof, that affect the Assets thrift industry generally or changes in the business general level of DE; interest rates unless such change affects Bank to a materially greater extent than thrift institutions generally, (ii) or any assessment imposed on the Bank in connection with the recapitalization of the Savings Association Insurance Fund of the FDIC or (kiii) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union the write-off of Orthodox Jewish Congregations any goodwill on the books of AmericaBank and the Bank Subsidiaries as a result of the execution and delivery of this Agreement.

Appears in 1 contract

Samples: Agreement (Southwest Gas Corp)

Absence of Certain Changes or Events. Except Since the date of the RTI Financial Statements, RTI and the South Jersey Subsidiary have conducted their respective businesses in the ordinary course and in a manner consistent with past practices, and since such date, except as set forth on Exhibit 5.11disclosed in the SEC Reports, since January 1, 1996, DE RTI has not: (a) suffered any material adverse change in, or the occurrence of any events which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's its financial condition, results of operations or business business, or any material adverse changes in its consolidated balance sheet (analyzed as if prepared according to GAAP) (a "Material Adverse Change"), including but not limited to cash distributions or material decreases in the value net assets of the AssetsRTI; (b) incurred damage to suffered any damage, destruction or destruction of any material Asset loss, whether covered by insurance or material portion not, materially and adversely affecting the Purchased Assets, the Rockaway Property, the assets of the Assets, whether South Jersey Subsidiary or not covered by insuranceRTI's business; (c) incurred sold, leased, abandoned or otherwise disposed of any real property or any material obligation amounts of machinery, equipment or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, operating property other than in the ordinary course of business; (gd) sold, assigned, transferred transferred, licensed or granted otherwise disposed of any rights under or with respect to any licensesmaterial patent, agreements, patents, inventions, trademarkstrademark, trade namesname, copyrights brand name, copyright (or formulae pending application for any patent, trademark or with respect to copyright), invention, work of authorship, process, know-how how, formula or any trade secret or interest thereunder or other material intangible asset including, but not limited to, except in the Rightsordinary course of its business; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (je) entered into any transactions not material commitment or transaction (including without limitation any borrowing or capital expenditure) that would be included in the Assumed Liabilities under the terms of this Agreement, other than in the ordinary course of business; (f) incurred any liabilities that would be included in the Assumed Liabilities under the terms of this Agreement, except in the ordinary course of business and consistent with past practice which wouldwould be required to be disclosed in financial statements prepared in accordance with GAAP; (g) permitted or allowed any of the Purchased Assets, individually the assets of the South Jersey Subsidiary or the Rockaway Property to be subjected to any mortgage, deed of trust, pledge, lien, security interest or other encumbrance of any kind, except Permitted Encumbrances and any purchase money security interests incurred in the aggregateordinary course of business and mechanic's or materialmen's liens incurred in connection with ongoing construction of an addition to the North Carolina Property; (h) made any material amendment to or terminated any agreement which, materially adversely affect if such agreement not so amended or terminated, would be required to be disclosed on the Assets RTI Disclosure Schedule; (i) agreed to take any action described in Section 6.3 or which would constitute a material breach of any of the business of DErepresentations contained in this Agreement; or (kj) done or suffered anything taken any other action that would have required the consent of Sterigenics pursuant to Section 6.3 of this Agreement (and which has not been obtained) had such action occurred after the date of this Agreement and that would be reasonably likely to have a material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americaadverse effect on RTI.

Appears in 1 contract

Samples: Asset Acquisition Agreement (Sterigenics International)

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11, since January 1, 19961997, DE A-1-A has not: (a) suffered any adverse change in, or the occurrence of any events which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DEA-1-A's financial condition, results of operations or business or the value of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments Liabilities to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five One Thousand Dollars ($5,000.001,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; or (j) entered into any transactions not in the ordinary course of business which would, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of America.A-1-A.

Appears in 1 contract

Samples: Asset Acquisition Agreement (Terrace Holdings Inc)

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11Since June 30, since January 12005, 1996, DE EFS has notnot engaged in any of the following acts: (ai) suffered entered into any adverse change intransaction not in the ordinary course of business; (ii) sold, transferred, or disposed of, or subjected to any Lien, any Material assets or properties of EFS (including the occurrence factoring or selling of any events whichaccounts receivable), individually or except for the sale of services and assets in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results ordinary course of operations or business or the value of the Assetsbusiness; (biii) Materially deviated from historical accounting and other practices in connection with the maintenance of their books and records, except as may be required by Law or GAAP; (iv) incurred damage any physical damage, casualty, destruction or loss to property or destruction assets of any material Asset or material portion of the AssetsEFS, whether or not covered by insurance; (cv) incurred declared, set aside, or paid any material obligation dividend or liability (fixed other distribution on or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments with respect to the extent required thereby, and (iii) obligations and liabilities under shares of capital stock of EFS except as contemplated by this Agreement, or directly or indirectly redeemed, purchased, or acquired any of such shares or split, combined, or reclassified shares of capital stock; (dvi) made increased, paid, or entered into contracts delayed payment of any payroll or commitments payroll tax payment with respect to make the compensation (including benefits) payable or to become payable by EFS to any capital expenditures in excess of Five Thousand Dollars ($5,000.00)its directors, officers, employees or agents, or the making of any bonus payment or similar arrangement to or with any of them; (evii) mortgaged, pledged or subjected cancelled any indebtedness due to lien or any other encumbrance any of the Assets (EFS from others except for purchase money liens used in the acquisition write-off of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, accounts receivable in the ordinary course of business; (gviii) soldcreated or incurred any Material obligation or liability (whether absolute, assignedaccrued, transferred contingent or granted otherwise and whether due or to become due), or entered into any rights under transaction, contract or with respect to any licensescommitment, agreements, patents, inventions, trademarks, trade names, copyrights other than such items created or formulae or with respect to know-how or any other intangible asset including, but not limited to, incurred in the Rightsordinary course of business; (hix) amended changed the manner in which EFS collects accounts receivable, extends discounts or terminated any of the contracts, agreements, leases credits to customers or arrangements which otherwise would have been set forth on Exhibit 5.15.1 heretodeal with customers; (ix) waived or released any other Material rights of material value; (j) entered into any transactions not EFS, except in the ordinary course of business which wouldand for fair value, individually or let lapse or incurred any other loss of a Material right of EFS to use its assets or conduct its businesses; (xi) committed for or deferred any capital expenditures of EFS in excess of amounts budgeted; (xii) changed any accounting policies, except as may be required by Law or GAAP; (xiii) changed EFS’ policies with respect to the aggregate, materially adversely affect the Assets payment of accounts payable or other current liabilities or the collection of accounts receivable, including, without limitation, any acceleration or deferral of the payment or collection thereof, as applicable (including, without limitation, any payment advances); (xiv) changed the payment terms (including, without limitation, any advances) between EFS and any of its Material vendors; (xv) changed any development or permitting plans of EFS or deferred any costs or expenditures with respect to such plans; (xvi) granted price discounts on services or products outside the ordinary course of business of DEand consistent with past practice; or (kxvii) done entered into any commitment or suffered anything material agreement to invalidate or jeopardize its plant's or products' kosher certification by The Union do any of Orthodox Jewish Congregations of Americathe foregoing.

Appears in 1 contract

Samples: Acquisition Agreement And Agreement and Plan of Merger (Cimetrix Inc)

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Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11in this Agreement or Mikwec Schedules (a) and (b), since January 1, 1996, DE has notthe date of execution of this agreement: (a) suffered there has not been (i) any material adverse change inin the business, operations, properties, assets, or the occurrence condition of Mikwec or (ii) any events whichdamage, individually or in the aggregate, has or have haddestruction, or might reasonably be expected loss to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assets; Mikwec (b) incurred damage to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or condition of Mikwec; (cb) incurred Mikwec has not (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (fixed absolute or contingent) except (i) current trade or business obligations as disclosed herein and except liabilities incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (gii) soldpaid or agreed to pay any material obligations or liability (absolute or contingent) other than current liabilities, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not and current liabilities incurred in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than one hundred thousand ($100,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which wouldin the aggregate are of a value of less than Twenty Five Thousand Dollars [$25000]); or (iv) made or permitted any amendment or termination of any contract, individually agreement, or license to which it is a party if such amendment or termination is material, considering the business of Mikwec; (c) Mikwec has not (i) amended its Articles of Incorporation or Bylaws; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to Shareholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of Mikwec; (iv) made any material change in its method of management, operation or accounting; (v) entered into any other material transaction other than sales in the ordinary course of its business; (vi) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds one hundred thousand Dollars ($100,000); or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees; and (d) To the best knowledge of Mikwec, Mikwec has not become subject to any law or regulation which materially and adversely affects, or in the aggregate, materially future may adversely affect the Assets business, operations, properties, assets, or the business condition of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of AmericaMikwec.

Appears in 1 contract

Samples: Exchange Agreement (Deep Well Oil & Gas Inc)

Absence of Certain Changes or Events. Except as disclosed in the CIENA SEC Documents, since the CIENA Audit Date, there has been no event or set of circumstances that has resulted in or would be reasonably likely to result in a CIENA Material Adverse Effect. Except as disclosed in the CIENA SEC Documents or as set forth on Exhibit 5.11Schedule 3.11, since January 1the CIENA Audit Date, 1996CIENA and each of its Subsidiaries has conducted its business in the ordinary course of business, DE and has not: not (a) suffered paid any adverse change individend or distribution in respect of, or redeemed or repurchased any of, its capital stock other than CIENA’s repurchase of unvested shares, at the occurrence of any events whichoriginal purchase price paid per share, individually from terminating employees or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assetsconsultants; (b) incurred damage to loss of, or destruction of significant injury to, any material Asset or material portion of the material Assets, whether as the result of any natural disaster, labor trouble, accident, other casualty, or not covered by insuranceotherwise; (c) incurred incurred, or become subject to, any material obligation or liability (fixed absolute or contingent, matured or unmatured, known or unknown), and knows of no basis for such liabilities, except current liabilities incurred in the ordinary course of business; (d) mortgaged, pledged or subjected to any Encumbrance any of its Assets; (e) sold, exchanged, transferred or otherwise disposed of any of its Assets except in the ordinary course of business, or canceled any debts or claims; (if) current trade written down the value of any Assets or business obligations incurred written off as uncollectible any accounts receivable, except write downs and write-offs in the ordinary course of business, none of which were which, individually or in the aggregate, are material; (g) entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any transactions other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, than in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended made any change in any method of accounting or terminated accounting practice; or (i) made any agreement to do any of the contractsforegoing, agreementsother than negotiations with CIENA and its representatives regarding the transactions contemplated by this Agreement. Since the CIENA Audit Date, leases except as disclosed in the CIENA SEC Documents or arrangements which otherwise would have been set forth in Schedule 3.11, there has not been: (a) any change in the financial condition, assets, liabilities, personnel policies or practices, or contracts or business of CIENA or any of its Subsidiaries or in its relationships with suppliers, customers, licensors, licensees, distributors, lessors or others, except changes on Exhibit 5.15.1 heretothe ordinary course of business (it being understood that CIENA has incurred losses from operations); (ib) waived any increase in the compensation or released benefits payable or to become payable by CIENA to any of the directors, officers, consultants or employees of CIENA, other rights of material valuethan salary increases in connection with customary performance reviews and customary bonuses consistent with past practices; (jc) entered into any transactions not discharge or satisfaction of any Lien or payment of any liability or obligation other than current liabilities in the ordinary course of business which would, individually or in the aggregate, materially adversely affect the Assets or the business of DEbusiness; or (kd) done or suffered anything material any agreement to invalidate or jeopardize do any of the foregoing, other than negotiations with CIENA and its plant's or products' kosher certification representatives regarding the transactions contemplated by The Union of Orthodox Jewish Congregations of Americathis Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Oni Systems Corp)

Absence of Certain Changes or Events. Except Since June 30, 2006 through the date of this Agreement, except as set forth on Exhibit 5.11Schedule 3.5 of the Company Disclosure Schedule, since January 1, 1996, DE has notneither the Company nor the Subsidiary has: (a) suffered made any adverse material change inin the accounting methods or practices it follows other than as required by Law or GAAP; made any capital expenditures or commitments exceeding $20,000 per expenditure or commitment, or $100,000 in the occurrence aggregate in respect of the Business; sold, assigned, transferred or licensed any patents, trademarks, trade names, copyrights, trade secrets or other intangible assets, in each case used in connection with the Business, except nonexclusive licenses in the ordinary course of business consistent with past practice; sold, leased, licensed, transferred, or otherwise disposed of any events whichof its properties or assets primarily used in the Business, except Inventory sold or transferred in the ordinary course of business consistent with past practice and obsolete or worn out equipment sold or otherwise disposed of in a manner consistent with past practice which was not otherwise material (individually or in the aggregate, has or have had) to the Business, or might reasonably be expected to havecanceled any material indebtedness or waived any material claims or rights of material value; 33 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, a material adverse effect onMARKED BY [***], DE's financial conditionHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, results of operations or business or the value of the Assets; (b) incurred AS AMENDED. suffered any damage to or destruction or casualty of any material Asset or material portion of the Assets, (whether or not covered by insurance; (c) incurred any material obligation asset individually or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments aggregate material to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any operation of the Assets (except for purchase money liens used in Business; failed to pay any creditor any amount arising from the acquisition operation of the AssetsBusiness owed to such creditor when due, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, other than good faith disputes and trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not payables arising in the ordinary course of business which wouldand not past due more than sixty (60) days; failed to discharge or satisfy any Lien on any of the Acquired Assets, individually other than Permitted Liens, at or prior to the time that the obligation with respect to such Lien became due; defaulted on any material obligation relating to the conduct or operation of the Business without curing such default; granted any allowances or discounts with respect to the Business outside the ordinary course of business consistent with past practice or sold Inventory materially in excess of reasonably anticipated consumption for the near term outside the ordinary course of business consistent with past practice; incurred or assumed any Liabilities with respect to the Business other than in the aggregateordinary course of business consistent with past practice and Liabilities that are not Assumed Liabilities; amended, materially adversely affect cancelled or terminated any Assumed Contract or Permit that is an Acquired Asset or entered into any Material Contract or obtained any Permit primarily related to the Business, other than in the ordinary course of business and consistent with past practices; 34 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. failed to carry on the Business in the ordinary course and consistent with past practices so as to preserve the Acquired Assets or and the Business and the goodwill of the suppliers, customers, distributors and others having business of DErelations with the Business; or (k) done entered into any agreement or suffered anything material commitment, whether in writing or otherwise, to invalidate or jeopardize its plant's or products' kosher certification by The Union do any of Orthodox Jewish Congregations of Americaforegoing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Kyphon Inc)

Absence of Certain Changes or Events. Except Since the date of the Balance Sheet, (i) the business of the Company has been conducted, in all material respects, in the ordinary course of business consistent with past practice, and (ii) there has been no event, condition or occurrence of facts that constitutes a Material Adverse Effect. Since the date of the Balance Sheet and as set forth on Exhibit 5.11of the date hereof, since January 1except as disclosed in Section 2.8 of the Disclosure Schedule, 1996, DE the Company has not: (a) suffered any adverse change inamended or otherwise changed its certificate of incorporation or bylaws or equivalent organizational documents, or the occurrence of any events which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assets; (b) incurred damage to issued or destruction sold any shares of capital stock of the Company, or any options, warrants, convertible securities or other rights of any material Asset or material portion of the Assetskind to acquire any such shares, whether or not covered by insurance; (c) incurred declared, set aside, made or paid any material obligation dividend or other distribution, payable in stock, property or otherwise (other than the payment of dividends to Seller solely in cash), or made any other payment on or with respect to any of its capital stock, (d) reclassified, combined, split, subdivided or redeemed, or purchased or otherwise acquired, directly or indirectly, any of its capital stock or made any other change with respect to its capital structure, (e) acquired any corporation, partnership, limited liability (fixed company, other business organization or contingent) except (i) current trade division thereof, or business obligations incurred acquired any other assets other than in the ordinary course of business, none (f) adopted a plan of which were complete or partial liquidation, dissolution, merger, consolidation or recapitalization of the Company, (g) incurred any Indebtedness other than Closing Date Dischargeable Indebtedness, (h) entered into for grossly inadequate considerationany Material Contract other than as disclosed in Section 2.17(c) of the Disclosure Schedule, (iii) obligations authorized, or liabilities under the Commitments to the extent required therebymade any commitment with respect to, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any single capital expenditures expenditure that is in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged 10,000 or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each casecapital expenditures that are, in the ordinary course aggregate, in excess of business; $25,000, (gj) sold, assigned, transferred or granted failed to exercise any rights under or of renewal with respect to any licensesmaterial Leased Real Property that by its terms would otherwise expire (all such exercises being disclosed in Section 2.8 of the Disclosure Schedule), agreements(k) granted or announced any increase in the salaries, patents, inventions, trademarks, trade names, copyrights bonuses or formulae or with respect other benefits payable by the Company to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; its employees other than (i1) waived or released any other rights of material value; (j) entered into any transactions ordinary course increases not inconsistent with past practice not in the ordinary course excess of business which would, $5,000 individually or $25,000 in the aggregate, materially adversely affect (2) as required by the Assets terms of any Employee Plan listed in Section 2.11(a) of the Disclosure Schedule or the business of DE(3) as required by Applicable Law; or (kl) done made any change in any method of accounting or suffered anything material to invalidate accounting practice or jeopardize its plant's or products' kosher certification policy, except as required by The Union of Orthodox Jewish Congregations of AmericaGAAP.

Appears in 1 contract

Samples: Stock Purchase Agreement (Chesapeake Corp /Va/)

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11Schedule 4.05 or as contemplated by this Agreement, since January 1December 31, 1996, DE has not: (a) suffered any adverse change in, or Seller conducted the occurrence business of any events which, individually or the Divisions in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DEordinary course and consistent with Seller's financial condition, results of operations or business or the value of the Assetspast practice; (b) incurred damage to or destruction of there has not been any material Asset or material portion of the Assets, whether or not covered by insuranceSeller Material Adverse Effect; (c) incurred there has not been any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred change in the ordinary course of businessaccounting methods or practices followed by Seller or any Subsidiary, none of which were entered into for grossly inadequate consideration, except as required by generally accepted accounting principles (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement"GAAP"); (d) made there has not been any sale, lease, transfer, assignment, abandonment or entered into contracts other disposition of (including, without limitation, any grant of an option or commitments similar right to make purchase) any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any asset which would be a Purchased Asset other encumbrance any of the Assets (except than for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, a fair consideration in the ordinary course of business; (e) Seller has not entered into any material transaction with any of its officers, directors or employees; (f) No party (including any of Seller and its Subsidiaries) has accelerated, terminated, modified or canceled (prior to the expiration of its term) any material agreement, contract, lease or license (or series of related agreements, contracts, leases and licenses) relating to the business of the Divisions and to which any of Seller and its Subsidiaries is a party or by which any of its assets is bound; (g) soldNone of Seller and its Subsidiaries has delayed or postponed the payment of accounts payable or other liabilities of any kind or nature relating to the Divisions or the Purchased Assets outside the ordinary course of business; 6 12 (h) None of Seller and its Subsidiaries has canceled, assignedcompromised, transferred waived, or released any right or claim (or series of related rights and claims) relating to the Divisions or the Purchased Assets outside the ordinary course of business; (i) None of Seller and its Subsidiaries has granted any license or sublicense of any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material valueIntangible Assets; (j) entered into None of Seller and its Subsidiaries has experienced any transactions damage, destruction or loss (whether or not covered by insurance) to any material assets of the Divisions, ordinary wear and tear excepted; (k) None of Seller and its Subsidiaries has granted any increase in the base compensation of, or made any other change in the employment terms for, any employees of the Divisions outside the ordinary course of business which wouldbusiness; (l) None of Seller and its Subsidiaries has adopted, individually amended, modified or in terminated any bonus, profit-sharing, incentive, severance or other plan, contract or commitment for the aggregate, materially adversely affect benefit of any of the Assets employees of the Divisions (or taken any such action with respect to any other employee benefit plan); (m) None of Seller and its Subsidiaries has sold or otherwise transferred any Intangible Asset; and (n) neither Seller nor any Subsidiary has entered into any commitment or other agreement to do any of the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of America.foregoing. 4.06

Appears in 1 contract

Samples: Asset Purchase Agreement (Rexworks Inc)

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11Since the Balance Sheet Date, since January 1(i) the businesses of the Acquired Company has been conducted in the ordinary course of business consistent with past practices; (ii) to Seller’s Knowledge, 1996there has not been any event, DE occurrence, development or state of circumstances or facts which has not: (a) suffered any adverse change inhad, or the occurrence of any events whichcould reasonably be anticipated to have, individually or in the aggregate, has a Material Adverse Effect; or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; the Acquired Company has not permitted or allowed (dA) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets to be subject to any lien or encumbrance (except for purchase money liens used other than any Permitted Encumbrances) by, through or under Seller or the Acquired Company; (B) other than the distribution to Seller of any cash held in any deposit or checking account in the acquisition name of the AssetsAcquired Company, as set forth on Exhibit 5.11)the distribution of any cash or other Assets of the Acquired Company; (fC) sold, transferred the failure to pay or leased discharge when due any Claims the failure to pay or discharge of which has caused or may cause any material Asset damage or risk of material portion loss; (D) a change in the bookkeeping or accounting methods or principles or Tax reporting principles used by the Acquired Company; (E) the election or rescission of any election relating to Taxes or settlement or compromise of any claim relating to Taxes; (F) the institution or settlement of any material legal actions, suits, legal proceedings or other Claims; or (G) the entry into any Contract (other than this Agreement and any document delivered pursuant to or permitted under this Agreement) by the Acquired Company to do any of the Assetsforegoing, or canceled or compromised any debt or material claims, except in each caseexcept, in the ordinary course case of business; each of (gA) soldthrough (G), assigned, transferred where such action has been taken under the Beta Operational Contracts or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how has been taken by the Operator (or any other intangible asset including, but not limited to, the Rights; (h) amended of its agents or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not in the ordinary course of business which would, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americasubcontractors).

Appears in 1 contract

Samples: Purchase and Sale Agreement (Memorial Production Partners LP)

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11Schedule 6.10 hereto, since January 1December 31, 19961999, DE has notneither the Company nor any Subsidiary has: (a) suffered any adverse change in, or the occurrence of any events which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's its financial condition, results of operations or business or the value of the Assetsits Assets and Properties; (b) incurred damage to or destruction of any material Asset Assets and Properties or material portion of the Assetsthereof, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments any Contracts to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand twenty-eight thousand Canadian Dollars ($5,000.00C$28,000); (e) mortgaged, pledged or subjected to lien Lien or any other encumbrance any of the its Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11)and Properties; (f) sold, transferred or leased any material Asset Assets and Properties or material portion of the Assetsthereof, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the RightsIntellectual Property; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 Schedule 6.14 hereto; (i) waived or released any other rights of material value; or (j) entered into any transactions not in the ordinary course of business which would, individually or in the aggregate, materially adversely affect the its Assets and Properties or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of AmericaBusiness.

Appears in 1 contract

Samples: Stock Purchase Agreement (Standard Automotive Corp)

Absence of Certain Changes or Events. Except as set forth disclosed in the financial statements referred to in Section 8.7 and CNTO's Annual Report on Exhibit 5.11Form 10-K for the year ended December 31, since January 11995 and CNTO's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996, DE or as otherwise disclosed herein, in any Schedule or Exhibit hereto or listed on Schedule 8.8 hereto, since March 31, 1996, neither CNTO nor any of its subsidiaries or affiliates has not: (a) suffered incurred any adverse change inliabilities or obligations, direct or contingent, or the occurrence of entered into any events whichtransactions, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none that are material to CNTO and its subsidiaries and affiliates, taken as a whole, and there has not been (i) any material change in the capital stock or indebtedness of which were entered into for grossly inadequate considerationCNTO or its subsidiaries or affiliates that would have a Material Adverse Effect (as defined below), or (ii) obligations any event, change or liabilities under occurrence which individually or in the Commitments aggregate might (x) have a material adverse effect on the condition (financial or other), assets, business, or results of operations of CNTO and its subsidiaries and affiliates, taken as a whole, (y) materially adversely affect CNTO's ability to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance consummate any of the Assets transactions contemplated hereby or to perform its obligations under this Amendment or the Agreement or (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (fz) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how materially adversely affect CNTO's or any other intangible asset includingof its subsidiaries' or affiliates' rights in or to the HA-lA (TM) human monoclonal antibody pharmaceutical product known as "Centoxin(R)" or the 7E3 (TM) monoclonal antibody pharmaceutical product known as "ReoPro(R)" (each of (x), but not limited to, the Rights; (hy) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; and (iz) waived or released any other rights of material value; (j) entered into any transactions not in the ordinary course of business which wouldbeing referred to herein, individually or in the aggregateaggregate as a "Material Adverse Effect"). Except for Derivative Securities defined in Section 8.5 above, materially adversely affect CNTO has not issued, or agreed to issue, any securities or other instruments convertible into, exchangeable for or exercisable into CNTO securities that would have a Material Adverse Effect. No event has occurred since March 31, 1996, with respect to which CNTO would be required to file a Current Report on Form 8-K under the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of America1934 Act.

Appears in 1 contract

Samples: Sales and Distribution Agreement (Centocor Inc)

Absence of Certain Changes or Events. Except Since October 1, 1995, the Company has not (i) incurred any debt, indebtedness or, to the best knowledge of the Company and the Shareholders, other Liability, except current Liabilities incurred in the ordinary course of business and those Environmental Liabilities identified on Exhibit 3.1(g) (which Environmental Liabilities shall, after the Closing Date, be the obligation and responsibility of the Shareholders rather than the Company); (ii) delayed or postponed the payment of (A) accounts payable or (B), to the best knowledge of the Company and the Shareholders, any other Liability; (iii) accelerated the collection of any receivable (except as set forth on Exhibit 5.11, since January 1, 1996, DE has not: (a) suffered any adverse change in, or the occurrence of any events which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assets3.1(h)); (biv) incurred damage subjected any of its assets or properties to or destruction of any material Asset or material portion of the Assets, whether or not covered by insuranceEncumbrance; (cv) incurred settled, compromised or written off any material obligation or liability receivable (fixed or contingentexcept as set forth on Exhibit 3.1(h)); (vi) leased, except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made sold or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets otherwise transferred (except for purchase money liens used in the acquisition of the Assets, as otherwise expressly permitted by this Section 3.1(h) or as set forth on Exhibit 5.113.1(h) with respect to distributions of certain securities, real estate and cash of the Company to its shareholders) any of its assets or properties; (vii) canceled, compromised, settled, released or waived any right, debt or claim (except as set forth on Exhibit 3.1(h)); (fviii) sold, changed in any manner the way in which it conducts business (except as set forth on Exhibit 3.1(h)); (ix) transferred or leased granted any material Asset or material portion of the Assets, or canceled or compromised rights under any debt or material claims, leases (except in each case, to customers in the ordinary course of business; (g) sold), assigned, transferred licenses or granted any rights under agreements or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights Intellectual Property; (x) made or formulae granted any individual wage or with respect to know-how salary increase in excess of 10% or any other intangible asset including, but not limited to, the Rights; general wage or salary increase (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been except as set forth on Exhibit 5.15.1 hereto3.1(h) with respect to certain officers of the Company), entered into any employment, consulting or agency contract with any shareholder, officer, director, employee or consultant or any relative or Affiliate thereof, changed or increased the rates of compensation payable through bonus, pension, contract or other commitment to any shareholder, officer, director, employee or consultant or any relative or Affiliate thereof for any period before or after the date set forth above (except as set forth on Exhibit 3.1(h) with respect to certain officers of the Company) or made any other change in employment terms for any shareholder, officer, director, employee or consultant or any Affiliate thereof; (ixi) waived adopted, amended, modified or released terminated any bonus, profit-sharing, incentive, severance or other plan, contract or commitment for the benefit of any of its shareholders, officers, directors, employees or any relative or Affiliate thereof (or taken any such action with respect to any other rights of material valueEmployee Benefit Plan or Benefit Arrangement); (jxii) except as otherwise expressly permitted by this Section 3.1(h), entered into, or agreed to enter into, any contracts or agreements, or made any commitments, involving more than $15,000 in the aggregate; (xiii) suffered any material adverse fact or change, including, without limitation, to or in its business, financial condition, prospects, customer relationships or properties (except as set forth on Exhibit 3.1(h) with respect to distributions of certain securities, real estate and cash of the Company to its shareholders); (xiv) entered into any transactions not contract or commitment to make capital expenditures in the ordinary course excess of business which would, individually or $15,000 in the aggregate; (xv) declared, materially adversely affect set aside or paid any dividend or made any distribution to its shareholders (whether in cash or in kind) (except as set forth on Exhibit 3.1(h) with respect to distributions of certain securities, real estate and cash of the Assets Company to its shareholders) or the business purchased, redeemed or otherwise acquired any shares of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of America.capital stock

Appears in 1 contract

Samples: Stock Purchase Agreement (Rentx Industries Inc)

Absence of Certain Changes or Events. Except Since December 31, 1997, ------------------------------------ except as set forth on Exhibit 5.11Schedule 5.15 or as contemplated by this Agreement, since January 1, 1996, DE ------------- neither the Company nor any of its Subsidiaries has not: (a) suffered any adverse change in, or the occurrence of any events which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade issued any stock, bonds or business obligations other corporate securities, (ii) borrowed any amount or incurred any liabilities (absolute or contingent), other than in the ordinary course of business, none in excess of which were entered into for grossly inadequate consideration$10,000, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; discharged or satisfied any Lien or incurred or paid any obligation or liability (d) made absolute or entered into contracts or commitments to make any capital expenditures contingent), other than in the ordinary course of business, in excess of Five Thousand Dollars $10,000, ($5,000.00); iv) declared or made any payment or distribution to stockholders or purchased or redeemed any shares of its capital stock or other securities, (ev) mortgaged, pledged or subjected to lien or any other encumbrance Lien any of the Assets (except for purchase money liens used in the acquisition of the Assetsits assets, as set forth on Exhibit 5.11); (f) soldtangible or intangible, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, other than in the ordinary course of business; business consistent with past practice, (gvi) sold, assignedassigned or transferred any of its tangible assets, or canceled any debts or claims, other than in the ordinary course of business consistent with past practice (vii) sold, assigned or transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights copyrights, trade secrets or formulae or with respect to know-how or any other intangible asset includingassets, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not than in the ordinary course of business which wouldconsistent with past practice, individually (viii) suffered any losses of property or waived any rights of substantial value, (ix) suffered any material adverse change in the aggregateCondition of the Company, materially adversely affect (x) expended any material amount, granted any bonuses or extraordinary salary increases, (xi) entered into any transaction involving consideration in excess of $50,000 other than in the Assets ordinary course of its business and consistent with past practice or the business of DE; except as otherwise contemplated hereby or (kxii) done entered into any agreement or suffered anything material to invalidate transaction, or jeopardize its plant's amended or products' kosher certification by The Union of Orthodox Jewish Congregations of Americaterminated any agreement, with an Affiliate.

Appears in 1 contract

Samples: Common Stock (Nitinol Medical Technologies Inc)

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11in Schedule 4.9, since January 1March 31, 19962000, DE Parent has not: (a) suffered declared or paid any adverse change in, dividend or the occurrence made any other payment or distribution in respect of any events which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assetsits capital stock; (b) incurred damage to purchased or destruction redeemed, directly or indirectly, any of any material Asset its capital stock except for purchases of shares held by employees or material portion consultants in connection with their termination of employment with the Assets, whether or not covered by insurancePurchaser; (c) paid, discharged or satisfied any Lien (other than a Lien then required to be paid, discharged or satisfied), claim, liability or obligation (whether fixed, accrued, contingent or otherwise, whether due or to become due), other than a claim, liability or obligation that is a current liability shown on the balance sheet of Parent dated as of March 31, 2000 (the "Parent Recent Balance Sheet") or incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in since the ordinary course date of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, Parent Recent Balance Sheet in the ordinary course of business; (gd) soldcanceled or compromised any debt or claim, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any material right, other rights of material value; (j) entered into any transactions not than adjustments in the ordinary course of business which wouldwhich, individually or in the aggregate, materially adversely affect are not material; (e) sold, assigned, transferred, conveyed, leased, pledged, encumbered or otherwise disposed of any of its assets (real or personal, tangible or intangible) except in the Assets ordinary course of business; (f) changed accounting methods other than in accordance with GAAP; (g) made any capital expenditures or additions to property, plant or equipment or acquired of any other property or assets (other than raw materials and supplies) at a cost in excess of $15 million in the business aggregate; (h) incurred or assumed any indebtedness for money borrowed or guaranteed any indebtedness or other obligation of DEanother Person in excess of $15 million in the aggregate; (i) incurred any liability or obligation other than certain general and administrative expenses not involving expenditures in excess of $15 million in the aggregate; (j) agreed or otherwise committed, whether in writing or otherwise, to do, or taken any action or omitted to take any action that would result in, any of the foregoing; or (k) done Parent has not suffered a material adverse change in its operations or suffered anything material financial condition since March 31, 2000 to invalidate or jeopardize its plant's or products' kosher certification by The Union the date of Orthodox Jewish Congregations of Americathis Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pets Com Inc)

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11Since the date of the most recent Financial Statement provided to the Buyer, since January 1, 1996, DE EMR has not: (ai) suffered any material adverse change in, or the occurrence of any events which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's on the financial condition, condition or results of operations or business or the value of the AssetsEMR; (bii) incurred damage to or destruction of any material Asset or material portion Assets individually or in the aggregate having a replacement cost in excess of the AssetsFive Thousand and 00/100 Dollars ($5,000), whether or not covered by insurance; (ciii) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred not in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (div) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand and 00/100 Dollars ($5,000.005,000); (ev) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (fvi) sold, transferred or leased any material Asset or material portion Assets individually or in the aggregate having a replacement cost in excess of the AssetsFive Thousand and 00/100 Dollars ($5,000), or canceled or compromised any debt or material claims, except except, in each case, in the ordinary course of business; (gvii) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, software, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset asset, including, but not limited to, the Intellectual Property Rights; (hviii) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth a material adverse financial impact on Exhibit 5.15.1 heretoEMR; (iix) waived or released any other rights of material value; (jx) declared or paid any dividend on its capital stock, or set apart any money for distribution to or for its shareholders except as permitted under Section 5(j); (xi) redeemed any portion of its capital stock; (xii) entered into, or amended the terms of, any employment or consulting agreement that is not terminable on no more than thirty (30) days’ notice without liability to EMR or the Business; (xiii) incurred any indebtedness for borrowed money or guaranteed any such indebtedness of another entity or individual, or entered into any other arrangement having the economic effect of any of the foregoing; or (xiv) entered into any transactions not in the ordinary course of business which would, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americabusiness.

Appears in 1 contract

Samples: Purchase Agreement (EMR Technology Solutions, Inc.)

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.115.1 1, since January 1December 31, 1996, DE R & S has not: (a) suffered any adverse change in, or the occurrence of any events which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DER & S's financial condition, results of operations or business or the value of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Ten Thousand Dollars ($5,000.00$ 10,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 5.15 hereto; (i) waived or released any other rights of material value; or (ji) entered into any transactions not in the ordinary course of business which would, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of America.R & S.

Appears in 1 contract

Samples: Stock Purchase Agreement (Standard Automotive Corp)

Absence of Certain Changes or Events. Except Since the Balance Sheet Date, there has been no Material Adverse Effect on the Company. Since the Balance Sheet Date, the Company has conducted its business in the ordinary course, and the Company has not, except as set forth on Exhibit 5.11in Schedule 2.9, since January 1, 1996, DE has not: (a) suffered paid any adverse change individend or distribution in respect of, or the occurrence of redeemed or repurchased any events whichof, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assetsits capital stock; (b) incurred damage to except as set forth in Schedule 2.4, issued any shares, bonds or destruction of other corporate securities or debt instruments, granted any material Asset options, warrants or material portion of other rights calling for the Assetsissuance thereof, whether or not covered by insuranceborrowed any funds; (c) incurred loss of, or significant injury to, any material of the Assets as the result of any fire, explosion, flood, windstorm, earthquake, labor trouble, riot, accident, act of God or public enemy or armed forces, or other casualty; (d) incurred, or become subject to, any obligation or liability (fixed absolute or contingent) , matured or unmatured), except (i) current trade or business obligations liabilities incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance Encumbrance any of the Assets (except for purchase money liens used in the acquisition of the its Assets, as set forth on Exhibit 5.11); (f) sold, exchanged, transferred or leased otherwise disposed of any material Asset or material portion of the Assets, its Assets or canceled any debts or compromised claims; (g) written down the value of any debt of its Assets or material claimswritten off as uncollectible any accounts receivable, except in each case, write downs and write-offs in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any none of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not in the ordinary course of business which wouldwhich, individually or in the aggregate, materially adversely affect are material; (h) entered into any transactions other than in the Assets ordinary course of business and consistent with its past practice; (i) made any change in any method of accounting or accounting practice; (j) made any agreement or is otherwise legally obligated to do any of the business of DEforegoing; or (k) done been materially and adversely affected by the termination of, or suffered anything a change in the terms of, an agreement or by the loss of a customer or supplier or by any other event or factor not affecting similar businesses and, to the knowledge of the Shareholders, no fact or circumstance exists which might have a material to invalidate or jeopardize its plantand adverse effect on the Company's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americabusiness.

Appears in 1 contract

Samples: Share Exchange Agreement (Proxicom Inc)

Absence of Certain Changes or Events. Except as ----------------------------------------- disclosed in the Company SEC Filings or as set forth on Exhibit 5.11Schedule 3.08, since January 1December 31, 19961999, DE neither the Company nor any Subsidiar-y has not: (ai) suffered is-sued any adverse change instock, bonds or the occurrence of other corpo-rate securi-ties, (ii) bor-rowed any events which, individually amount or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurance; (c) incurred any material obligation liabili-ties (absolute or liability (fixed or contingent) contin-gent), except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations dis-charged or satisfied any lien or incurred or paid any obligation or liabili-ty (absolute or contin-gent) other than current liabili-ties shown on the consolidated balance sheet of the Company as of December 31, 1999 and liabilities under this Agreement; current liabil-i-ties in-curred since the date of such balance sheet in the ordinary course of busi-ness, (div) de-clared or made any payment or entered into contracts distri-bution to stock-holders or commitments to make pur-chased or redeemed any shares of its capital expenditures in excess of Five Thousand Dollars stock or other securi-ties, ($5,000.00); (ev) mortgaged, pledged or subjected sub-jected to lien or any other encumbrance Lien any of the Assets its assets, tangible or intangible, other than Liens for current real proper-ty taxes not yet due and pay-able, (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (fvi) sold, transferred assigned or leased trans-ferred any material Asset or material portion of the Assetsits tangible assets, or canceled can-celed any debts or compromised any debt or material claims, except in each casethe ordinary course of business or as otherwise contemplated hereby, (vii) sold, as-signed or trans-ferred any patents, trademarks, trade names, copy-rights, trade secrets or other intangible assets, (viii) made any changes in offi-cer or executive compensa-tion, (ix) waived any rights of substan-tial value, whether or not in the ordinary course of business; , (gx) solden-tered into any trans-action, assignedexcept in the ordi-nary course of busi-ness or as otherwise contem-plated hereby, transferred (xi) agreed, in writing or granted any rights under or with respect otherwise, to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated take any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; actions listed in clauses (i) waived or released any other rights of material value; through (jx) entered into any transactions not in the ordinary course of business which wouldabove, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or (kxii) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americaany Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Policy Management Systems Corp)

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11in the ------------------------------------ Disclosure Schedule or as expressly permitted by SECTION 4.1(D) since September 30, since January 11997, 1996and to and including the date of this Agreement, DE (i) Deep Run has not: (a) not incurred any obligations or liabilities other than in the ordinary course of business and has not incurred any indebtedness for money borrowed; made any loans to or guaranteed any indebtedness of others; prepaid any indebtedness; changed or modified any existing accounting method, principle or practice; sold, leased, encumbered, mortgaged or otherwise disposed of any tangible assets or properties which are material to Deep Run other than sales of Inventory and obsolete equipment in the ordinary course of business; sold, assigned or transferred any patents, trademarks, trade names, or other intangible assets; suffered any adverse change in, business interruption or the occurrence of any events which, individually disruption or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the Assetslabor disputes, whether or not covered by insurance; (c) incurred entered into or modified any agreement, contract or commitment outside the ordinary course of business or involving payments or obligations in excess of $25,000 for each such agreement, contract or commitment in any year or $75,000 for all such agreements in the aggregate; purchased any capital assets in excess of $50,000 in the aggregate; leased any assets as lessee or lessor; terminated or modified any lease to which it is a party or by which it is bound, except for terminations of leases which expired in accordance with their terms; suffered any material obligation destruction of its properties, whether or liability (fixed not covered by insurance; suffered any material and adverse changes in its business, operations, properties or contingent) except (i) current trade financial condition; written down or business obligations incurred written up any of its Inventory other than in the ordinary course of business; adopted, none of which were entered into for grossly inadequate considerationor agreed to enter into, or amended or agreed to amend any Employee Benefit Plans (ii) obligations as defined in Section 3.1(q)); other than in the ordinary course of business and consistent with past practice, made any changes in the customary methods used in operating Deep Run's business (including its marketing, selling and pricing practices and policies); waived any right of material value under any Material Contract; failed to perform any of its obligations, or liabilities suffered or permitted to exist and be continuing any default by it under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreementany Material Contract; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, transaction other than in the ordinary course of business; (gii) sold, assigned, transferred no dividends or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would distributions have been set forth on Exhibit 5.15.1 heretoaside, made or paid; (iiii) waived no shares of capital stock of Deep Run have been purchased, redeemed or released any otherwise acquired, directly or indirectly, by Deep Run; (iv) no stocks, bonds or other shares of capital stock of Deep Run, or options or other rights of material valueto purchase the same have been issued or authorized for issuance; (jv) entered into Deep Run has not increased or decreased the compensation of any transactions not of its officers, directors or employees, except pursuant to Deep Run's existing compensation plans and practices that are referenced in the ordinary course Disclosure Schedule, and no sums or other corporate assets have been paid to or withdrawn by the directors or officers of business which wouldDeep Run, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of America.except for ordinary

Appears in 1 contract

Samples: Stock Purchase Agreement (Windy Hill Pet Food Co Inc)

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11Since the date of the most recent Financial Statement provided to the Buyer, since January 1, 1996, DE Meadowlands has not: (ai) suffered any adverse change in, or the occurrence of any events which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's on the financial condition, condition or results of operations or business or the value of the AssetsMeadowlands; (bii) incurred damage to or destruction of any material Asset or material portion Assets individually or in the aggregate having a replacement cost in excess of the Assets$25,000, whether or not covered by insurance; (ciii) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred not in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (div) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00)25,000; (ev) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (fvi) sold, transferred or leased any material Asset or material portion Assets individually or in the aggregate having a replacement cost in excess of the Assets$25,000, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (gvii) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, software, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (hviii) amended or terminated any of the contracts, contracts agreements, leases or arrangements which otherwise would have been set forth a material adverse financial impact on Exhibit 5.15.1 heretoMeadowlands; (iix) waived or released any other rights of material value; (jx) declared or paid any dividend on their capital stock, or set apart any money for distribution to or for their shareholders; (xi) redeemed any portion of their capital stock; (xii) entered into, or amended the terms of, any employment or consulting agreement not terminable on no more than 30-days notice without liability to Meadowlands or the Business; (xiii) incurred any indebtedness for borrowed money or guaranteed any such indebtedness of another entity or individual, or entered into any other arrangement having the economic effect of any of the foregoing; or (xiv) entered into any transactions not in the ordinary course of business which would, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americabusiness.

Appears in 1 contract

Samples: Stock Purchase Agreement (Somerset International Group,inc.)

Absence of Certain Changes or Events. Except as disclosed in the Acquiror SEC Reports filed prior to the date of this Agreement and except as set forth on Exhibit 5.11in Schedule 4.7, , since January 1November 14, 19961997, DE there has not: been no Acquiror Material Adverse Effect and Acquiror has conducted its business in the ordinary course, and Acquiror has not (a) suffered paid any adverse change individend or distribution in respect of, or the occurrence of redeemed or repurchased any events whichof, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assetsits capital stock; (b) incurred damage to issued any capital stock, bonds or destruction of other corporate securities or debt instruments, granted any material Asset options, warrants or material portion of other rights calling for the Assetsissuance thereof, whether or not covered by insuranceborrowed any funds; (c) incurred loss of, or significant injury to, any material of the Assets as the result of any fire, explosion, flood, windstorm, earthquake, labor trouble, riot, accident, act of God or public enemy or armed forces, or other casualty; (d) incurred, or become subject to, any obligation or liability (fixed absolute or contingent) , matured or unmatured, known or unknown), except (i) current trade or business obligations liabilities incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance Encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, exchanged, transferred or leased otherwise disposed of any material Asset or material portion of the AssetsAssets except in the ordinary course of business, or canceled any debts or compromised claims; (g) written down the value of any debt Assets or material claimswritten off as uncollectible any accounts receivable, except write downs and write-offs in each casethe ordinary course of business, none of which, individually or in the aggregate, are material; (h) entered into any transactions other than in the ordinary course of business; (gi) sold, assigned, transferred made any change in any method of accounting or granted accounting practice; or (j) made any rights under or with respect agreement to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated do any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not in the ordinary course of business which would, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americaforegoing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hagler Bailly Inc)

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11Since November 30, since January 11999, 1996, DE there has not: not been (a) suffered any adverse change inmaterial damage, destruction or casualty loss to the occurrence Assets (whether covered by insurance or not) outside the ordinary course of any events which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assetsbusiness; (b) incurred damage any entry into any transaction, commitment or agreement (including, without limitation, any borrowing) material to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurancerelating to the Assets and outside the ordinary course of business of DataStat; (c) incurred any material obligation sale, transfer or liability (fixed or contingent) other disposition of the Assets to any party, except (i) current trade or business for payment of obligations incurred incurred, and sale of products, in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreementbusiness consistent with past practices; (d) made any amendment or entered into contracts termination of any material contract or commitments agreement relating to make the Assets to which DataStat is a party or any capital expenditures in excess termination or waiver of Five Thousand Dollars ($5,000.00)any other rights of value relating to the Assets; (e) mortgaged, pledged any failure by DataStat to pay its accounts payable or subjected other obligations relating to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (gf) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated pledge of any of the contractsAssets or any action or inaction which would subject the Assets to any lien, agreementssecurity interest, leases mortgage, pledge, claim, charge or arrangements which otherwise would have been set forth on Exhibit 5.15.1 heretoother encumbrance of any kind; (ig) waived the incurrence of any liability or released any other rights of material value; (j) entered into any transactions not obligation by DataStat related to the Assets, except for liabilities incurred in the ordinary course of business; (h) any actual or threatened termination or cancellation of, or modification or change in, any business which would, individually relationship with any customer or in the aggregate, materially adversely affect customers of DataStat relating to the Assets or other agreement or arrangement involving or related to the business Assets; (i) any other event or condition of DEany character which materially and adversely affects the Assets; or (kr) done any agreement, whether in writing or suffered anything material otherwise, to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americatake any action described in this Section 2.7.

Appears in 1 contract

Samples: Asset Purchase Agreement (SPSS Inc)

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11Schedule 2.8, since January 1April 30, 19961997, DE there has not: not been (a) suffered any adverse change inmaterial damage, destruction or casualty loss to the occurrence Assets (whether covered by insurance or not) outside the ordinary course of any events which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assetsbusiness; (b) incurred damage any entry into any transaction, commitment or agreement (including, without limitation, any borrowing) material to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurancerelating to the Assets and outside the ordinary course of business of DeltaPoint; (c) incurred any material obligation sale, transfer or liability (fixed or contingent) other disposition of the Assets to any party, except (i) current trade or business for payment of obligations incurred incurred, and sale of products, in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreementbusiness consistent with past practices; (d) made any amendment or entered into contracts termination of any material Contract or commitments agreement relating to make the Assets to which DeltaPoint is a party or any capital expenditures termination or waiver of any other rights of value relating to the Assets other than any amendment, termination or waiver in excess of Five Thousand Dollars ($5,000.00)the ordinary course consistent with past practices; (e) mortgaged, pledged any failure by DeltaPoint to pay its accounts payable or subjected other obligations relating to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (gf) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated pledge of any of the contractsAssets or any action or inaction which would subject the Assets to any lien, agreementssecurity interest, leases mortgage, pledge, claim, charge or arrangements which otherwise would have been set forth on Exhibit 5.15.1 heretoother encumbrance of any kind; (ig) waived the incurrence of any liability or released any other rights of material value; (j) entered into any transactions not obligation by DeltaPoint related to the Assets, except for liabilities incurred in the ordinary course of business; (h) any actual or threatened termination or cancellation of, or modification or change in, any business which would, individually relationship with any customer or in the aggregate, materially adversely affect customers of DeltaPoint relating to the Assets or other agreement or arrangement involving or related to the business Assets which if terminated or cancelled would materially and adversely effect the Assets; (i) any other event or condition of DEany character which materially and adversely affects the Assets; or (kr) done any agreement, whether in writing or suffered anything material otherwise, to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americatake any action described in this Section 2.8.

Appears in 1 contract

Samples: Asset Purchase Agreement (SPSS Inc)

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11Since the date of the most recent Financial Statement provided to the Buyer, since January 1, 1996, DE DMSI has not: (ai) suffered any material adverse change in, or the occurrence of any events which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's on the financial condition, condition or results of operations or business or the value of the AssetsDMSI; (bii) incurred damage to or destruction of any material Asset or material portion Assets individually or in the aggregate having a replacement cost in excess of the AssetsFive Thousand and 00/100 Dollars ($5,000), whether or not covered by insurance; (ciii) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred not in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (div) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand and 00/100 Dollars ($5,000.005,000); (ev) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (fvi) sold, transferred or leased any material Asset or material portion Assets individually or in the aggregate having a replacement cost in excess of the AssetsFive Thousand and 00/100 Dollars ($5,000), or canceled or compromised any debt or material claims, except except, in each case, in the ordinary course of business; (gvii) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, software, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset asset, including, but not limited to, the Intellectual Property Rights; (hviii) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth a material adverse financial impact on Exhibit 5.15.1 heretoDMSI; (iix) waived or released any other rights of material value; (jx) declared or paid any dividend on its capital stock, or set apart any money for distribution to or for its shareholders except as permitted under Section 5(j); (xi) redeemed any portion of its capital stock; (xii) entered into, or amended the terms of, any employment or consulting agreement that is not terminable on no more than thirty (30) days’ notice without liability to DMSI or the Business; (xiii) incurred any indebtedness for borrowed money or guaranteed any such indebtedness of another entity or individual, or entered into any other arrangement having the economic effect of any of the foregoing; or (xiv) entered into any transactions not in the ordinary course of business which would, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americabusiness.

Appears in 1 contract

Samples: Purchase Agreement (EMR Technology Solutions, Inc.)

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11, since January 1, 1996, DE has not: (a) suffered From June 30, 2000 to the date of this Agreement, neither the Company nor any adverse change in, Company Subsidiary has (i) borrowed any amount or the occurrence of any events which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurance; (c) incurred any material obligation or liability liabilities (fixed absolute or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (gii) declared, set aside or made any payment or distribution to stockholders, other than regular semi-annual cash dividends, or purchased or redeemed any shares of its capital stock or other securities; (iii) mortgaged, pledged or subjected to Lien (other than (x) liens for current taxes, payments of which are not yet due or delinquent and (y) imperfections or irregularities in title, if any, as do not materially affect the use of the properties or assets subject thereto or affected thereby, or otherwise materially impair the Company's business operations, (each a "Permitted Lien")) any of its material assets, -------------- tangible or intangible; (iv) sold, assigned, assigned or transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights copyrights, trade secrets or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; assets (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not it being understood that a license in the ordinary course of business which wouldof any asset of the type referred to in this clause (iv) shall not be deemed a sale, individually assignment or transfer of such asset); (v) made any changes in officer or executive compensation other than in the aggregateordinary course of business; (vi) waived any rights of substantial value, materially adversely affect other than in the Assets ordinary course of business; (vii) entered into any transaction, except in the ordinary course of business consistent with past practice or as otherwise contemplated hereby; (viii) changed, in any material way, its accounting principles, practices or methods except as required by GAAP or the business of DErules and regulations promulgated by the SEC; or (kix) done agreed, in writing or suffered anything material otherwise, to invalidate or jeopardize its plant's or products' kosher certification by The Union take any of Orthodox Jewish Congregations of Americathe actions listed in clauses (i) through (ix) above.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Siemens Aktiengesellschaft)

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11disclosed in the Terremark Documents, since January 1the date of each applicable Terremark Document, 1996, DE has not: (a) suffered the Purchaser has operated its business in the ordinary course of business consistent with past practice, (b) there has not been any adverse change in, effect or the occurrence of any events whichevent, individually or in the aggregate, has or have had, or might reasonably be expected that is materially adverse to have, a material adverse effect on, DE's financial conditionthe business, results of operations operations, assets, liabilities or business or the value financial condition of the Assets; Purchaser taken as a whole (b) incurred damage to or destruction of any material Asset or material portion of the Assetsa “Purchaser Material Adverse Effect”), whether or not covered by insurance; and (c) incurred any material obligation or liability (fixed or contingent) except the Purchaser has not (i) current trade amended its articles of organization or by-laws, (ii) declared or set aside any dividends or made any other distribution in cash with respect to shares of capital stock of the Purchaser which will not be paid at or prior to Closing other than as contemplated by this Agreement or by the Purchaser’s Series I Convertible Preferred Stock, par value $.001, (iii) declared or made any distributions in securities or property with respect to shares of capital stock of the Purchaser which will not be paid at or prior to Closing, (iv) issued any additional shares of stock or issued, sold or granted any option or right to acquire, or otherwise disposed of, any of its unissued shares of stock, other than grants of awards under the Purchaser’s 2005 Executive Incentive Compensation Plan, (v) repurchased or redeemed any of its shares of stock, (vi) merged into or with or consolidated with, any other corporation or acquired the business obligations incurred or assets of any person, (vii) created, incurred, assumed, guaranteed or otherwise become liable or obligated with respect to any Indebtedness in excess of $100,000 in the aggregate, or made any loan or advance to, or any investment in, any person in excess of $100,000 in the aggregate, except in each case in the ordinary course of business consistent with past practices, (viii) entered into, amended or terminated any agreement which is required to be filed with the SEC pursuant to Section 10 of Item 601 of Regulation S-K promulgated under the 1933 Act, (ix) sold, transferred, leased, mortgaged, encumbered or otherwise disposed of, or agreed to sell, transfer, lease, mortgage, encumber or otherwise dispose of, any properties or assets in excess of $100,000 except inventory sold in the ordinary course of business, none of which were entered into for grossly inadequate consideration(x) settled any claim or litigation, or filed any motions, orders, briefs or settlement agreements in any proceeding before any Governmental Authority or any arbitrator, (iixi) obligations incurred or liabilities under the Commitments to the extent required therebyapproved, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts any agreement or commitments commitment to make make, any capital expenditures expenditure in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used 100,000 in the acquisition aggregate (other than in the ordinary course of the Assetsbusiness consistent with past practices), as set forth on Exhibit 5.11); (fxii) soldsuffered any loss of property or waived any right, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each casecase of a value in excess of $100,000, whether or not in the ordinary course of business; , (gxiii) soldabandoned, assignedwithdrawn, transferred allowed to become abandoned, withdrawn or granted expired, or otherwise relinquished any rights under material right or with respect filing relating to any licensesIntellectual Property (as defined in Section 2.17) or a value in excess of $100,000, agreements(xiv) had any litigation or claim in respect of Taxes or environmental liability, patentsin each case of a value in excess of $100,000, inventions, trademarks, trade names, copyrights instituted or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not in the ordinary course of business which would, individually or in the aggregate, materially adversely affect the Assets or the business of DE; threatened against it or (kxv) done made any agreement or suffered anything material commitment to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americado any act described in (i)-(xiv) above.

Appears in 1 contract

Samples: Interest Purchase Agreement (Terremark Worldwide Inc)

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11Schedule 6.10, since January 1the Cut-Off Date, 1996, DE Seller has not: (a) suffered any adverse change in, or the occurrence of any events which, individually or in the aggregate, has or have had, or or, to the best knowledge of the General Partner might reasonably be expected to have, a material adverse effect on, DEthe Transferred Assets, or Buyer's financial condition, results of operations or business or use and enjoyment thereof from and after the value of the AssetsClosing Date; (b) incurred damage to or destruction of any material Asset Transferred Asset, or material portion of the Transferred Assets, by casualty, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were was entered into for grossly inadequate consideration, (ii) obligations or and liabilities under the Commitments Membership Agreements and Contracts to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00)10,000 in the aggregate; (e) mortgaged, pledged or subjected to lien or any other encumbrance Lien any of the Transferred Assets (except for purchase money liens used in (x) the acquisition lien of taxes not yet due and payable, and (y) such imperfections of title and encumbrances, if any, which do no detract from the value, or interfere with the current use, of any of the Assets, as set forth on Exhibit 5.11Transferred Assets or otherwise impair the Club's business operations); (f) sold, transferred or leased any material Asset Transferred Asset, or material portion of the Transferred Assets, or canceled cancelled or compromised any debt or material claimsclaim, except in each case, case in the ordinary course of business; (g) soldamended, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended modified or terminated any of the contracts, agreements, leases or arrangements which are, or would otherwise would have been set forth on Exhibit 5.15.1 heretobeen, listed in Schedule 1.1.1(f); (ih) waived or released any other rights of material value; (ji) entered into made any transactions not loan or advance to any person other than loans or advances to employees consistent with past policy and in the ordinary course of business which would, individually or and not exceeding five thousand dollars ($5,000) in the aggregate; (j) declared or paid any dividend, materially adversely affect the Assets distribution or the business of DE; other payment to any person or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of America.entity, or

Appears in 1 contract

Samples: Agreement of Purchase and Sale (Sports Club Co Inc)

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11Schedule 6.10, since January 1the Cut-Off Date, 1996, DE Seller has not: (a) suffered any adverse change in, or the occurrence of any events which, individually or in the aggregate, has or have had, or or, to the best knowledge of the General Partner might reasonably be expected to have, a material adverse effect on, DEthe Transferred Assets, or Buyer's financial condition, results of operations or business or use and enjoyment thereof from and after the value of the AssetsClosing Date; (b) incurred damage to or destruction of any material Asset Transferred Asset, or material portion of the Transferred Assets, by casualty, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were was entered into for grossly inadequate consideration, (ii) obligations or and liabilities under the Commitments Membership Agreements and Contracts to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00)10,000 in the aggregate; (e) mortgaged, pledged or subjected to lien or any other encumbrance Lien any of the Transferred Assets (except for purchase money liens used in (x) the acquisition lien of the Assetstaxes not yet due and payable, as set forth on Exhibit 5.11); and (fy) soldsuch imperfections of title and encumbrances, transferred or leased any material Asset or material portion of the Assetsif any, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not in the ordinary course of business which would, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of America.do no detract from the

Appears in 1 contract

Samples: Agreement of Purchase and Sale (Sports Club Co Inc)

Absence of Certain Changes or Events. Since the Balance Sheet Date, there has been no event or set of circumstances that resulted in or is reasonably likely to result in a Company Material Adverse Effect. Except as set forth on Exhibit 5.11Schedule 2.7, since January 1the Balance Sheet Date, 1996each of the Company and its Subsidiary has conducted its business in the Ordinary Course of Business, DE and has not: not (a) suffered paid any adverse change individend or distribution in respect of, or redeemed or repurchased any of, its capital stock; (b) incurred loss of, or injury to, any of the occurrence material Assets, whether as the result of any events natural disaster, labor trouble, accident, other casualty, or otherwise except for such loss or injury that would not have a Company Material Adverse Effect; (c) incurred, or become subject to, any material liability (absolute or contingent, matured or unmatured, known or unknown), and has no Knowledge of any basis for such liabilities, except current liabilities incurred in the Ordinary Course of Business; (d) mortgaged, pledged or subjected to any Encumbrance (other than Permitted Encumbrances) any of the Assets other than in the Ordinary Course of Business; (e) sold, exchanged, transferred or otherwise disposed of any of the Assets except in the Ordinary Course of Business, or canceled any debts or claims, in each case in excess of $5,000 individually or $25,000 in the aggregate; (f) written down the value of any Assets or written off as uncollectible any accounts receivable, except write downs and write-offs in the Ordinary Course of Business, none of which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of businessis material; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not other than in the ordinary course Ordinary Course of Business; (h) made any change in any method of accounting or accounting practice except as required by concurrent changes in GAAP; or (i) made any agreement to do any of the foregoing, other than with Sxxxxxx Xxxxx Bxxxxx Inc. or Axxxx & Company, negotiations with Martek and its representatives regarding the transactions contemplated by this Agreement and engagements of legal and accounting advisers in connection with the transactions contemplated by this Agreement. Except as set forth on Schedule 2.7, since December 31, 2001, there has not been: (i) any change in the financial condition, Assets, liabilities, personnel policies or practices, or contracts or business which wouldof the Company or its Subsidiary or in their respective relationships with suppliers, customers, licensors, licensees, distributors, lessors or others, except changes in the Ordinary Course of Business (it being understood that the Company has incurred losses from operations), or changes that would not, individually or in the aggregate, materially adversely affect have a Company Material Adverse Effect; (ii) any damage, destruction or loss (whether or not covered by insurance) in excess of $5,000 individually or $25,000 in the Assets aggregate; (iii) any forgiveness or cancellation of debts or claims owed to the business Company or its Subsidiary in excess of DE$5,000 individually or $25,000 in the aggregate, or termination, abandonment or waiver of any material rights; (iv) other than the Company’s option repricing program, any increase in the compensation or benefits payable or to become payable by the Company or its Subsidiary to any of the directors, officers, consultants or employees of the Company; (v) any discharge or satisfaction of any Lien or payment of any liability or obligation by the Company or its Subsidiary other than current liabilities in the Ordinary Course of Business or Liens that are not material; or (kvi) done any agreement to do any of the foregoing, other than with Sxxxxxx Xxxxx Bxxxxx Inc. or suffered anything material to invalidate or jeopardize Axxxx & Company, negotiations with Martek and its plant's or products' kosher certification representatives regarding the transactions contemplated by The Union this Agreement and engagements of Orthodox Jewish Congregations of Americalegal counsel and accounting advisors in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Martek Biosciences Corp)

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