Common use of Recent Activities Clause in Contracts

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. Since January 1February 29, 2019, except as set forth on Schedule 3.062004: (a) no damage, destruction or loss (in each case whether or not remediated or repaired covered by the Sellers as of the Closing Dateinsurance) has occurred affecting the assets of any Partnership, except damage, destruction or loss to assets suffered in the Assets that ordinary course of the business of the Centers, which individually exceeded $25,000 in value or in the aggregate exceeded $100,000 in valuehave not had or are not reasonably expected to have a Material Adverse Effect; (b) there has been no leaselabor dispute, distributionenactment of state or local law, purchasepromulgation of state or local regulation, transfer, assignment, sale or other disposition, event 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)condition has occurred materially adversely affecting a Center; (c) no Seller none of the Partnerships has sold, assigned, transferred, distributed or otherwise disposed of any of its assets, except in the ordinary course of business of the Centers consistent with past practices; (d) none of the Partnerships has canceled or waived any material claims or rights in respect of the Assets its assets, except in the Ordinary Course ordinary course of Business; (d) no Seller has entered into any Contract or transaction (i) providing for business of 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 equipmentCenters consistent with past practices; (e) there none of the Partnerships has been no modification created, incurred, assumed, guaranteed or amendment tootherwise become liable for any indebtedness or capitalized lease obligations or, or renewalexcept in the ordinary course of business of the Centers consistent with past practices, acceleration, expiration, termination, cancellation, or receipt of notice of termination of, incurred 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 rightother liability; (f) there none of the Partnerships has been no grant, purchase, redemption, retirement, transfer, assignment made any distribution or other acquisition by any Person payment in respect of any Equity, right or option to acquire any Equity, or any security convertible into Equity, of any Sellerits Partnership Interests; (g) there has been no creation change in any accounting method, policy or grant of any new Encumbrance other than a Permitted Encumbrance on any practice of the AssetsPartnerships; (h) other than compensation paid in the ordinary course of employment, no Material Adverse Effect Partnership has occurred; andpaid any amount to, sold any Partnership assets to, or entered into any Contract with, any partner, officer or agent of the Partnership, or any Affiliate of any such Person; (i) no Seller Partnership has paid or agreed to pay to any Person damages, fines, penalties or other amounts in respect of actual or alleged violation of any Legal Requirement; (j) no Partnership has entered into or agreed to enter into any Contract to dotransaction outside the ordinary course of business of its Center which may cause a liability or obligation in excess of $15,000; and (k) no event, occurrence or that development of a state of circumstances or facts has occurred which has had or reasonably could reasonably be expected to result in, any of the foregoinghave a Material Adverse Effect.

Recent Activities. Since January 1February 29, 2019, except as set forth on Schedule 3.062004: (a) no damage, destruction or loss (in each case whether or not remediated or repaired covered by the Sellers as of the Closing Dateinsurance) has occurred affecting the Assets, except damage, destruction or loss to Assets suffered in the Assets that ordinary course of the business of the Center, which individually exceeded $25,000 in value or in the aggregate exceeded $100,000 in valuehave not had or are not reasonably expected to have a Material Adverse Effect; (b) there has been no leaselabor dispute, distributionenactment of state or local law, purchasepromulgation of state or local regulation, transfer, assignment, sale or other disposition, event or any Contract or other arrangement for condition has occurred materially adversely affecting 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)Center; (c) no Seller has not sold, assigned, transferred, distributed or otherwise disposed of any Assets, except in the ordinary course of business of the Center consistent with past practices; (d) Seller has not canceled or waived any material claims or rights in respect of the Assets Assets, except in the Ordinary Course ordinary course of Business; (d) no Seller has entered into any Contract or transaction (i) providing for business of 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 equipmentCenter consistent with past practices; (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 Seller has not been made available created, incurred, assumed, guaranteed or otherwise become liable for any indebtedness or capitalized lease obligations relating to Buyerthe Center and, and no event has occurred that has given rise to a right except in the ordinary course of termination under business of the Center consistent with past practices, incurred any Assumed Contract, nor is any event or action (including the Transaction) anticipated that would or could reasonably give rise to such a rightother liability; (f) there has been no grantchange in any accounting method, purchase, redemption, retirement, transfer, assignment policy or other acquisition by any Person practice of any Equity, right or option Seller with respect to acquire any Equity, or any security convertible into Equity, of any Sellerthe Center; (g) there has been no creation or grant of any new Encumbrance other than a Permitted Encumbrance compensation paid in the ordinary course of employment, Seller (on any behalf of the AssetsCenter) has not paid any amount to, sold any Assets to, or entered into any Contract with, any partner, officer or agent of Seller, or any Affiliate of Seller; (h) no Material Adverse Effect Seller has occurrednot paid or agreed to pay to any Person damages, fines, penalties or other amounts in respect of actual or alleged violation of any Legal Requirement relating to the Center; (i) Seller has not instituted any new Employee Benefit Plan or Other Plan, or terminated, amended or otherwise modified any existing Employee Benefit Plan or Other Plan, except for amendments required to comply with applicable Legal Requirements; (j) Seller has not entered into or agreed to enter into any transaction outside the ordinary course of business relating to the Center which may cause a liability or obligation in excess of $15,000; and (ik) no Seller event, occurrence or development of a state of circumstances or facts has entered into any Contract to do, occurred which has had or that reasonably could reasonably be expected to result in, any of have a Material Adverse Effect on the foregoingCenter.

Recent Activities. Since January 1, 2019, except Except as set forth on Schedule 3.063.08: (a) Since April 30, 2000, and except for the announcement of the Transaction, the filing of the Bankruptcy Cases and disruptions arising therefrom, no event has occurred which has had a Material Adverse Effect. (b) Since December 31, 1999: (i) to the Knowledge of Sellers, no material damage, destruction or loss (in each case whether or not remediated or repaired covered by the Sellers as of the Closing Dateinsurance) has occurred to affecting the Assets that individually exceeded $25,000 in value or in the aggregate exceeded $100,000 in valueAssets; (bii) there no Seller has been no lease, distribution, purchase, transfer, assignment, sale increased or other disposition, agreed to increase the compensation payable to any of its employees or agents or made or agreed to make any Contract bonus or other arrangement for the purchase, sale severance payment to any of its employees or other disposition (by merger, consolidation, or acquisition of Equity or assets or otherwise), of any Assets, other than purchases and sales agents except in the Ordinary Course of Business, ordinary course of the Assumed CraneBusiness and consistent with past practice, or and no Seller has employed any additional management personnel except in the ordinary course of any Assets listed on Schedule 2.02(n) or Schedule 3.06(b)the Business and consistent with past practice; (ciii) no labor dispute, enactment of state or local law, promulgation of state or local regulation, or other event or condition has occurred which has had a Material Adverse Effect; (iv) no Seller has sold, assigned, transferred, distributed or otherwise disposed of any of the Assets, except in the ordinary course of the Business; (v) no Seller has canceled or waived any material claims or rights in respect of the Assets Assets, except in the Ordinary Course ordinary course of the 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; (evi) there has been no modification change in any accounting method, policy or amendment topractice of any Seller, except as required by announcements of the Financial Accounting Standards Board or renewalas disclosed in S & W's Form 10-Q for the quarter ended March 31, 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 right2000; (fvii) there has been no grant, purchase, redemption, retirement, transfer, assignment change in the manner in which any Employee Benefit Plan and any assets 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 liabilities related thereto 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 occurredadministered; and (iviii) to the Knowledge of Sellers, no Seller has entered into received from any Contract to do, or Governmental Authority notice that could reasonably be expected to result in, it is in material violation of any of the foregoingLegal Requirement.

Recent Activities. Since January 1August 31, 2019, except as set forth on Schedule 3.062010: (a) no material damage, destruction or loss (in each case whether or not remediated or repaired covered by the Sellers as of the Closing Dateinsurance) has occurred to affecting the Assets that individually exceeded $25,000 in value or in the aggregate exceeded $100,000 in valueAssets; (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 except in the Ordinary Course of Business, ordinary course of the Assumed CraneHospital Businesses in accordance with existing Hospital personnel policies, Seller has not (i) increased or agreed to increase the compensation payable to any employees of the Hospital Businesses, (ii) agreed to make any Assets listed on Schedule 2.02(nbonus or severance payment to any of the employees of the Hospital Businesses or (iii) or Schedule 3.06(b)employed any additional management personnel in respect of the Hospital Businesses; (c) no labor dispute, enactment of state or local law, promulgation of state or local regulation, or other event or condition has occurred materially adversely affecting any of the Hospital Businesses; (d) Seller has not sold or factored, or agreed to sell or factor, any Accounts Receivable, and no Seller has sold, distributed or otherwise disposed of any other Assets except in the ordinary course of the Hospital Businesses and, for equipment having an original cost in excess of $25,000, with a comparable replacement thereof; (e) no Encumbrance other than Permitted Encumbrances has been imposed on any of the Assets; (f) Seller has not canceled or waived any material claims or rights in respect of the Assets Assets, except in the Ordinary Course 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 SellerHospital Businesses; (g) there has been no creation change in any accounting method, policy or grant practice of any new Encumbrance other than a Permitted Encumbrance on any of Seller with respect to the AssetsHospital Businesses; (h) no Material Adverse Effect other than compensation paid in the ordinary course of employment, Seller has occurrednot paid any amount to, sold any Assets to, or entered into any Contract with any officer, director, trustee or member of Seller, or with any Affiliate of any such Person; (i) Seller has not paid or agreed to pay to any Person any damages, fines, penalties or other amounts in excess of $25,000 individually or $100,000 in the aggregate in respect of an actual or alleged violation of any Legal Requirement; (j) Seller has not instituted any new, or terminated or amended any existing, Employee Benefit Plan, except for amendments required to comply with applicable Legal Requirements; (k) Seller has not entered into or agreed to enter into any transaction outside the ordinary course of the Hospital Businesses (other than the transactions contemplated by this agreement) that may cause a liability or obligation in excess of $50,000; and (il) No Material Adverse Change has occurred and no Seller event or circumstance has entered into any Contract to do, or occurred that could reasonably be expected to result inresult, any of individually or in the foregoingaggregate, in a Material Adverse Change.

Recent Activities. Since January 1August 31, 2019, 2002 and except as set forth on Schedule 3.063.8: (a) no No material damage, destruction or loss (in each case whether or not remediated or repaired covered by the Sellers as of the Closing Dateinsurance) has occurred to affecting the Assets that individually exceeded $25,000 in value or in the aggregate exceeded $100,000 in valueAssets; (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 Except in the Ordinary Course of Business, ordinary course of the Assumed CraneHospital Businesses in accordance with existing Hospital personnel policies, Seller has not increased or agreed to increase the compensation payable to any of the employees or (to Seller's knowledge, to) agents of the Hospital Businesses or agreed to make any Assets listed on Schedule 2.02(nbonus that has not been paid or severance payment to any of the employees or (to Seller's knowledge, to) or Schedule 3.06(b)agents of the Hospital Businesses, and has not employed any additional management personnel in respect of the Hospital Businesses; (c) no No labor dispute has occurred that has had or would have a Material Adverse Effect; (d) Seller has not sold, assigned, transferred, distributed or otherwise disposed of any of the Assets, except in the ordinary course of the Hospital Businesses, and it has not sold or factored, or agreed to sell or factor, any Accounts Receivable; (e) No Encumbrance has been imposed on any of the Assets, other than the Permitted Encumbrances; (f) Seller has not canceled or waived any material claims or rights in respect of the Assets Assets, except in the Ordinary Course ordinary course of Business; (d) no Seller has entered into any Contract or transaction (i) providing the Hospital Businesses and except for the sale or purchase settlements 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 disputes which have not been made available to Buyer, had and no event has occurred that has given rise to will not have 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 SellerMaterial Adverse Effect; (g) there There has been no creation change in any accounting method, policy or grant practice of any new Encumbrance other than a Permitted Encumbrance on any of Seller with respect to the AssetsHospital Businesses; (h) no Material Adverse Effect Other than compensation paid in the ordinary course of employment, Seller has occurrednot paid any amount to, sold any Assets to, or entered into any Contract with, any officer or director, trustee or governor of Seller; (i) Seller has not paid or agreed to pay to any Person damages, fines, penalties or other amounts in respect of actual or alleged violation of any Legal Requirement; (j) Seller has not instituted any new, terminated, amended or otherwise modified any Employee Benefit Plan or Other Plan, except for amendments required to comply with applicable Legal Requirements; (k) Seller has not entered into or agreed to enter into any transaction outside the ordinary course of the Hospital Businesses that would result in a liability or obligation of Seller in excess of $75,000; and (il) to Seller's knowledge, no Seller event or circumstance has entered into any Contract to do, occurred which has had or that reasonably could reasonably be expected to result in, any of the foregoinghave a Material Adverse Effect.

Recent Activities. Since January 1, 2019, except Except as set forth on Schedule 3.063.08: (a) Since April 30, 2000, and except for the announcement of the Transaction, the filing of the Bankruptcy Cases and disruptions arising therefrom, no event has occurred which has had a Material Adverse Effect. (b) Since December 31, 1999: (i) to the Knowledge of Sellers, no material damage, destruction or loss (in each case whether or not remediated or repaired covered by the Sellers as of the Closing Dateinsurance) has occurred to affecting the Assets that individually exceeded $25,000 in value or in the aggregate exceeded $100,000 in valueAssets; (bii) there no Seller has been no lease, distribution, purchase, transfer, assignment, sale increased or other disposition, agreed to increase the compensation payable to any of its employees or agents or made or agreed to make any Contract bonus or other arrangement for the purchase, sale severance payment to any of its employees or other disposition (by merger, consolidation, or acquisition of Equity or assets or otherwise), of any Assets, other than purchases and sales agents except in the Ordinary Course of Business, ordinary course of the Assumed CraneBusiness and consistent with past practice, or and no Seller has employed any additional management personnel except in the ordinary course of any Assets listed on Schedule 2.02(n) or Schedule 3.06(b)the Business and consistent with past practice; (ciii) no labor dispute, enactment of state or local law, promulgation of state or local regulation, or other event or condition has occurred which has had a Material Adverse Effect; (iv) no Seller has sold, assigned, transferred, distributed or otherwise disposed of any of the Assets, except in the ordinary course of the Business; (v) no Seller has canceled or waived any material claims or rights in respect of the Assets Assets, except in the Ordinary Course ordinary course of the 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; (evi) there has been no modification change in any accounting method, policy or amendment topractice of any Seller, except as required by announcements of the Financial Accounting Standards Board or renewalas disclosed in S&W's Form 10-Q for the quarter ended March 31, 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 right2000; (fvii) there has been no grant, purchase, redemption, retirement, transfer, assignment change in the manner in which any Employee Benefit Plan and any assets 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 liabilities related thereto 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 occurredadministered; and (iviii) to the Knowledge of Sellers, no Seller has entered into received from any Contract to do, or Governmental Authority notice that could reasonably be expected to result in, it is in material violation of any of the foregoingLegal Requirement.