Existing Condition Sample Clauses

Existing Condition. Seller shall not cause nor permit to occur any of the events or occurrences described in Section 3.1.11 hereof.
Existing Condition. The Company shall not, and no Stockholder shall suffer the Company to, cause or permit to occur any of the events or occurrences described in Section 6.30 hereof.
Existing Condition. Except as disclosed in SCHEDULE 5.12 hereto, since July 31, 1999, there has not been (i) any material adverse change in the business, operations, prospects, Properties, assets, Liabilities, or condition, financial or otherwise, of the Company; (ii) any damage, destruction or loss, whether covered by insurance or not, materially and adversely affecting the business, operations, prospects, Properties, assets, Liabilities, or condition, financial or otherwise, of the Company; (iii) any declaration, setting aside or payment of any dividend, or any distribution or payment in respect of capital stock or any other securities of the Company, or any redemption, purchase or other acquisition of any capital stock or other securities of the Company; (iv) any increase in the compensation payable or to become payable by the Company to any of its respective officers, directors, employees, partners or agents; (v) any change in the terms of any bonus, insurance, pension or other benefit plan for or with any of the Company's officers, directors or employees which increases amounts paid, payable or to become payable thereunder; or (vi) any complaints or other concerns which relate to a Company's labor relations.
Existing Condition. Except as disclosed on Schedule 3.1.8, since December 31, 2014 the date of the last Financial Statement, the Seller has not:
Existing Condition. Since the Balance Sheet Date, neither Seller nor Holdings has entered into any transaction affecting the Business or the Assets except in the ordinary course of business, consistent with past practice; encumbered or transferred any material assets which would have been included in the Assets if the Closing had been held on the Balance Sheet Date or on any date since then except in the ordinary course of business, consistent with past practice; subjected any of its Assets to any lien or other encumbrance of any nature whatsoever, except in the ordinary course of business, consistent with past practice, and except for Permitted Liens (defined in Section 3.1(i)); made any amendment or termination of any material agreement affecting the Business or the Assets, or canceled, modified or waived any rights of substantial value affecting the Business or the Assets, whether or not in the ordinary course of business; changed any of the accounting principles followed by it or the methods of applying such principles; increased the compensation of any Affected Employee (as hereinafter defined) other than in the ordinary course of business; or suffered any loss, whether or not covered by insurance, materially and adversely affecting the Business or Assets.
Existing Condition. Since the Interim Balance Sheet Date, the Company has not:
Existing Condition. (a) Since the date of the Balance Sheet, there has not occurred: (i) any Material Adverse Effect or any event, change or effect which would reasonably be likely to have a Material Adverse Effect; (ii) any damage to, destruction or loss of any material asset of the Company or any Subsidiary not covered by insurance in excess of $50,000; (iii) any waiver of any material right, forbearance of any material debt or release of any material claim, except in each case in the ordinary course of business; (iv) any adoption of or change in any Plan (as defined below) or, except in the ordinary course of business, labor policy; (v) any entry into, or any amendment, termination or receipt of notice of termination of, any agreement which is required to be disclosed in the Disclosure Schedule, or any material transaction (including, without limitation, any such relating to capital expenditures); (vi) any sale (other than sales of inventory in the ordinary course of business), assignment, conveyance, transfer, lease, or other disposition of any material asset or property of the Company or any Subsidiary or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of the Company or any Subsidiary, except, in each case, as specifically permitted hereunder; (vii) any capital expenditure in excess of $75,000, or additions made to property, plant and equipment used in the operations of the Business other than in the ordinary course of business; (viii) any loss or receipt of notice of any potential loss of any customer of the Company or any Subsidiary described in Section 4.14(a), or of a reduction in aggregate orders from any such customer, except in the ordinary course of business, or as would otherwise not be reasonably likely to represent a material reduction from budgeted sales by the Company or any Subsidiary to such customer; or (ix) any binding agreement to do or otherwise suffer or incur any of the foregoing by the Company or any Subsidiary.
Existing Condition. Except as set forth on Section 4.11 of SellersDisclosure Schedule, since January 1, 2009 and until the date hereof, the Acquired Companies have conducted their respective businesses in the ordinary course consistent with past practice, and there has not occurred with respect to the Acquired Companies either individually or in the aggregate: (a) any Material Adverse Effect on the Acquired Companies or any event, change or effect which would reasonably be expected to have a Material Adverse Effect on the Acquired Companies either individually or in the aggregate; (b) any entry into, or any amendment, termination or receipt of notice of termination of, any Contract which is required to be disclosed in Section 4.10 of Sellers’ Disclosure Schedule, or any material transaction; (c) any sale, assignment, conveyance, transfer, lease, or other disposition of any material asset or property or imposition of any Encumbrance (other than Permitted Encumbrances) on any material asset or property; or (d) any material revaluation of any assets, including, without limitation, any write off or write down of notes or accounts receivable.