Recent Activities Sample Clauses
Recent Activities. Since January 1, 2019, except as set forth on Schedule 3.06:
(a) no damage, destruction or loss (in each case not remediated or repaired by the Sellers as of the Closing Date) has occurred to the Assets that individually exceeded $25,000 in value or in the aggregate exceeded $100,000 in value;
(b) there has been no lease, distribution, purchase, transfer, assignment, sale or other disposition, or any Contract or other arrangement for the purchase, sale or other disposition (by merger, consolidation, or acquisition of Equity or assets or otherwise), of any Assets, other than purchases and sales in the Ordinary Course of Business, of the Assumed Crane, or of any Assets listed on Schedule 2.02(n) or Schedule 3.06(b);
(c) no Seller has canceled or waived any material claims or rights in respect of the Assets except in the Ordinary Course of Business;
(d) no Seller has entered into any Contract or transaction (i) providing for the sale or purchase of goods or services in excess of $25,000 or (ii) for the purchase or sale of real property or major equipment;
(e) there has been no modification or amendment to, or renewal, acceleration, expiration, termination, cancellation, or receipt of notice of termination of, any Assumed Contract that has not been made available to Buyer, and no event has occurred that has given rise to a right of termination under any Assumed Contract, nor is any event or action (including the Transaction) anticipated that would or could reasonably give rise to such a right;
(f) there has been no grant, purchase, redemption, retirement, transfer, assignment or other acquisition by any Person of any Equity, right or option to acquire any Equity, or any security convertible into Equity, of any Seller;
(g) there has been no creation or grant of any new Encumbrance other than a Permitted Encumbrance on any of the Assets;
(h) no Material Adverse Effect has occurred; and
(i) no Seller has entered into any Contract to do, or that could reasonably be expected to result in, any of the foregoing.
Recent Activities. Except as set forth on Schedule 3.11 identifying the applicable lettered subparagraph noted below, since December 31, 2004:
(a) There has been no change in the business, financial condition, results of operations, Assets, properties or liabilities of the Company or its Subsidiaries which, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect;
(b) There has been no destruction of, damage to or loss of any material Assets (whether or not covered by insurance);
(c) The Company and its Subsidiaries have not increased or agreed to increase the compensation payable to any of their Employees, consultants or agents, or made or agreed to make any bonus or severance payment to any of their Employees, consultants or agents;
(d) No labor dispute has occurred materially and adversely affecting the business of the Company or any Subsidiary;
(e) Except for the Windermere Property (as defined in Section 3.15 below) and the assets distributed to ▇▇▇▇▇▇ ▇▇▇▇▇▇ pursuant to the Redemption Agreement dated January 5, 2005 (the “Pozgar Redemption Agreement”), a copy of which has been provided to Purchaser, the Company and its Subsidiaries have not sold, assigned, transferred, distributed or otherwise disposed of any material property or Assets, except in the ordinary course of business, and they have not sold or factored, or agreed to sell or factor, any Accounts Receivable;
(f) No Encumbrance has been imposed on any of the Assets;
(g) There has been no material change in any accounting method, policy or practice of the Company and its Subsidiaries;
(h) Except with respect to the Pozgar Redemption Agreement, there has not been a declaration, setting aside or payment of a dividend or other distribution with respect to the Company’s or the Subsidiaries’ Interests or any direct or indirect redemption, purchase, acquisition or other disposition of the Interests of the Company or its Subsidiaries;
(i) Except for the Note, neither the Company nor any Subsidiary has incurred any Indebtedness or guaranteed the Indebtedness of any other Person, except for borrowings by the Company in the ordinary course of business and borrowings under the Company’s existing credit facility with Bank of America, in accordance with the terms of such facility and the Note;
(j) Neither the Company nor any Subsidiary has issued or sold, or contracted to issue or sell, any of its Interests or securities exchangeable, convertible or exercisable therefor, or...
Recent Activities. (a) Since January 15, 2002 no Catastrophic Event has occurred which has resulted in a Material Adverse Change.
(b) Since December 28, 2001:
(i) no Seller has increased or agreed to increase in any material respect the compensation payable to any of its employees or agents or made or agreed to make any bonus or severance payment to any of its employees or agents in any material respect except in the ordinary course of the Business and consistent with past practice or as specifically approved by Buyer and the Bankruptcy Court;
(ii) no Seller has sold, assigned, transferred, distributed or otherwise disposed of any of the material Assets, except in the ordinary course of the Business consistent with past practice;
(iii) no Seller has canceled or waived any material rights in respect of the Assets, except in the ordinary course of the Business consistent with past practice; 20
(iv) there has been no material change in any accounting method, policy or practice of any Seller, except as required by announcements of the Financial Accounting Standards Board or as disclosed in the ITG SEC Documents;
(v) there has been no material change in the manner in which any Employee Benefit Plan and any assets or liabilities related thereto has been administered;
(vi) no material Environmental Claim has been made against any Seller or against or regarding the Assets or Business; and
(vii) no Seller has received from any Governmental Authority written notice that it is in material violation of any Legal Requirement.
Recent Activities. Since the Balance Sheet Date, except as set forth on Schedule 3.07:
(a) no damage, destruction or loss (whether or not covered by insurance) has occurred that individually or in the aggregate would have a material adverse effect on the ownership, operation or use of the Assets;
(b) Sellers have not sold, leased, assigned, transferred, distributed or otherwise disposed of any of the Assets, except for sales of Inventory for fair consideration in the Ordinary Course of Business;
(c) Sellers have not canceled or waived any claims or rights in respect of the Assets;
(d) Sellers have not entered into any contract, agreement, lease or license relating to the Assets or the Business outside the Ordinary Course of Business;
(e) there has been no acceleration, material modification to, termination of, or cancellation of, or receipt of notice of termination of any Assumed Contract or Contracts listed on Schedule 2.01(f)(i);
(f) there has been no material change in the accounting methods used by BSC, BSE or PESCO; and
(g) neither BSC, BSE nor PESCO has entered into any Contract, whether oral or written, to do any of the foregoing.
Recent Activities. Except as set forth in Schedule 3.07, with respect to Seller or its Wholly Owned Subsidiaries, since the Balance Sheet Date there has not been any:
(a) material damage, destruction, or loss (whether or not covered by insurance) affecting the Hospital Businesses or the Assets;
(b) material adverse change in the condition, financial or otherwise, of the Hospital Businesses or the Assets, including, but not limited to, the business or prospects of the Hospital Businesses or the results of operations of the Hospital Businesses;
(c) threatened employee strike, material work stoppage, or material labor dispute pertaining to the Hospital Businesses;
(d) sale, assignment, transfer, or disposition of any item of property, plant, or equipment included in the Assets and having a net book value in excess of Seventy- Five Thousand Dollars ($75,000) (other than supplies), except in the ordinary course of business with comparable replacement thereof;
(e) sale, factor or disposition of, or agreement to sell, factor or dispose of, any accounts receivable;
(f) any general increase in the compensation payable to any of its or their employees or independent contractors or any increase in, or institution of, any bonus, severance, insurance, pension, profit-sharing or other employee benefit plan, remuneration, or arrangements made to, for, or with such employees;
(g) dividend, distribution, or extraordinary payment;
(h) change in the composition of the medical staff of the Hospital Businesses, other than normal turnover occurring in the ordinary course of business;
(i) change in the rates charged by the Hospital Businesses for their services, other than those made in the ordinary course of business;
(j) adjustment or write-off of accounts receivable or reduction in reserves for accounts receivable outside the ordinary course of business;
(k) change in the accounting methods or practices, including the methods used to estimate contractual allowances or doubtful accounts, other than those required by any changes in GAAP, or change in depreciation or amortization policies;
(l) encumbrance or lien that has been imposed on any of the Assets;
(m) cancellation or waiver of any material rights in respect of the Assets, except in the ordinary course of business;
(n) other than compensation paid in the ordinary course of employment, sale of any Assets to, or execution of any contract or agreement with, any officer, director or trustee of Seller, or with any Affiliate of any such person o...
Recent Activities. Except as set forth on Schedule 3.06, to the Knowledge of Seller:
(a) no damage, destruction or loss (whether or not covered by insurance) has
Recent Activities. Since April 20, 2004 (the “Inspection Date”), except as set forth on Schedule 3.05:
(a) no damage, destruction or loss (whether or not covered by insurance) has occurred that individually or in the aggregate would have a material adverse affect on the ownership or use of any of the Assets, or the operation of the Business, by Buyer;
(b) Seller has not sold, leased, assigned, transferred, distributed or otherwise disposed of any of the Assets;
(c) Seller has not canceled or waived any claims or rights in respect of the Assets;
(d) Seller has not entered into any contract, agreement, lease or license relating to the Assets or the Business outside the ordinary course of the Business other than this Agreement;
(e) there has been no acceleration of, material modification to, termination of, cancellation of, or receipt of notice of termination of any Assumed Contract; and
(f) Seller has not entered into any Contract, whether oral or written, to do any of the foregoing.
Recent Activities. Since the date of the ▇▇▇▇▇▇ Financial Statements:
(i) ▇▇▇▇▇▇ has conducted its business only in the ordinary and normal course; and
(ii) no liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) material to ▇▇▇▇▇▇ has been incurred other than in the ordinary and normal course of business.
Recent Activities. 40 2.13 No Finder’s Fees .............................................................................................................. 42 2.14 Insurance .......................................................................................................................... 42 2.15 Tax Returns and Payments............................................................................................... 43 2.16
Recent Activities. Since the date of the ▇▇▇▇▇▇ Financial Statements:
(i) mCloud has conducted its business only in the ordinary and normal course; and
(ii) no liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) material to ▇▇▇▇▇▇ has been incurred other than in the ordinary and normal course of business.