Events and Conditions Sample Clauses

Events and Conditions. Since December 31, 2007, except as expressly contemplated by this Agreement, (a) the Purchaser and the Purchaser Subsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with past practice and (b) there has not been any Purchaser Material Adverse Effect.
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Events and Conditions. Since the Reference Balance Sheet Date, except as Disclosed by Seller in any subsequently filed SEC Reports or Press Releases, as reflected in the 1997 Financial Statements,
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Events and Conditions. Since December 31, 2007, the Businesses have been conducted in the ordinary course consistent with past practice. As amplification and not limitation of the foregoing, since such date, except as set forth in Section 3.08 of the Disclosure Schedule, no Company, Subsidiary or Institution has:
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Events and Conditions. Since December 1, 2002, the Seller and the Company have conducted the business of the Company in the ordinary course and consistent with past practice and the Company has not suffered or incurred any Material Adverse Effect. As amplification and not limitation of the foregoing except in the ordinary course of business and consistent with past practice, since such date neither the Company nor the Seller has:
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Events and Conditions. As from December 31, 2017 and except for the transactions contemplated in this Agreement, the businesses of the Company and the Company’s Subsidiaries have been conducted in the same manner it has been conducted to date and in the Ordinary Course of Business. The Founding Shareholders have caused the Company and its Subsidiaries to retain the services of their Officers and Employees as of December 31, 2017, to preserve the good reputation of the Company and its Subsidiaries, and to maintain the relationship of the Company and its Subsidiaries with customers, suppliers, distributors, and other Persons that have business relations with the Company and/or with any of its Subsidiaries; and
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Events and Conditions. Since the Balance Sheet Date, and other than in the Ordinary Course consistent with past practice, there has not been, with respect to the Corporation, any: event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; amendment of the Articles, unanimous shareholder agreement or other constating documents of the Corporation; any change in capitalization of the Corporation whatsoever (including issuance or disposition of shares); declaration or payment of any dividends or distributions on or in respect of any shares in the Corporation or redemption, retraction, purchase or acquisition of its shares; material change in any accounting practice or cash management practices of the Corporation, except as required by GAAP or as disclosed in the notes to the Financial Statements; entry into any Contract that would constitute a Material Contract; assumption of any indebtedness for borrowed money except unsecured current obligations and Liabilities; transfer, assignment, sale or other disposition of any of the Assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; transfer, assignment or grant of any licence or sublicence of any material rights in respect of any Corporate IP or Corporate IP Agreements; any capital investment in, or any loan to, any other Person; acceleration, termination, material modification to or cancellation of any Material Contract to which the Corporation is a party or by which it is bound; any material capital expenditures or material Inventory purchase; imposition of any Encumbrance upon any of the Shares or Assets, tangible or intangible; grant or payment of any form of compensation or severance to its current or former employees, officers, directors, Independent Contractors; hiring or promoting any individual except to fill a vacancy; adoption, modification or termination of any: (i) agreement with any current or former employee, officer, director, or Independent Contractor; or (ii) Benefit Plan, in each case, whether written or oral; any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its Related Parties; entry into a new line of business or abandonment or discontinuance of existing lines of business; action by the Corporation that would have the effect of increasing the Tax liability or reducing any Tax asset or attribute of the Corporation; or any Contract to do any of th...
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Related to Events and Conditions

  • Agreements and Conditions On or before the Closing Date, Seller shall have complied with and duly performed and satisfied in all material respects all agreements and conditions on its part to be complied with and performed by such date pursuant to this Agreement.

  • Covenants and Conditions All provisions of this Lease to be observed or performed by Lessee are both covenants and conditions.

  • Restrictions and Conditions (a) Any book entries for the shares of Restricted Stock granted herein shall bear an appropriate legend, as determined by the Administrator in its sole discretion, to the effect that such shares are subject to restrictions as set forth herein and in the Plan.

  • Conditions The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent:

  • EVENTS OF DEFAULTS AND CONSEQUENCES 9.1 Subject to the Force Majeure clause, the Promoter shall be considered under a condition of Default, in the following events:

  • SPECIFIC TERMS AND CONDITIONS To the extent that Contractor has received an award for Lot 4, Implementation Services, the following terms and conditions apply to Lot 4 Implementation Services. All Services covered under Lot 4 – Implementation Services must be performed within CONUS. REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS An RFQ for this Lot will be awarded based on, and result in, a deliverable-based Statement of Work (SOW) which will be incorporated into an Authorized User Agreement. The RFQ will include but is not limited to: Authorized User timeframes; system integration requirements; and other risks that may affect the cost to the Authorized User. All responses to RFQs must include detailed price information, including but not limited to: hours required per title, cost per hour, etc. Travel, lodging and per diem costs must be itemized in the total quote and may not exceed the rates in the NYS OSC Travel Policy. More information can be found at xxxx://xxx.xxx.xxxxx.xx.xx/agencies/travel/travel.htm. All costs must be itemized and included in the Contractor’s quote. PARTICIPATION OPPORTUNITIES FOR NEW YORK STATE CERTIFIED SERVICE- DISABLED VETERAN OWNED BUSINESSES Article 17-B of the New York State Executive Law provides for more meaningful participation in public procurement by certified Service-Disabled Veteran-Owned Businesses (“SDVOB”), thereby further integrating such businesses into New York State’s economy. OGS recognizes the need to promote the employment of service-disabled veterans and to ensure that certified service-disabled veteran-owned businesses have opportunities for maximum feasible participation in the performance of OGS contracts. In recognition of the service and sacrifices made by service-disabled veterans and in recognition of their economic activity in doing business in New York State, Bidders are expected to consider SDVOBs in the fulfillment of the requirements of the Contract. Such participation may be as subcontractors or suppliers, as protégés, or in other partnering or supporting roles.

  • Other Terms and Conditions You also agree to be bound by any other specific terms and conditions governing such recurring/instalment payment scheme. In the event of conflict, such specific terms and conditions are to prevail over the provisions of this clause but only to the extent necessary to give full effect to those terms and conditions.

  • Evidence and Conditions F12.7 The employee should discuss with their manager/supervisor, as soon as practicable, their absence or intention to be absent on compassionate leave.

  • General Terms and Conditions In consideration of the mutual promises contained in this Agreement, and intending to be legally bound, pursuant to Section 252 of the Act, Verizon and PNG hereby agree as follows:

  • Standard Conditions This Agreement shall include all of the standard conditions as detailed in Exhibit B, attached hereto and by this reference incorporated herein.

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