Specific Items Sample Clauses

Specific Items. (i) Without limiting the generality of Section 4.6(a), since July 31, 2025, the Seller Parties have not, with respect to the Business: a) declared, set aside, made or paid any dividend or other distribution in respect of its capital stock, or agreed to do any of the foregoing, or purchased or redeemed or agreed to purchase or redeem, directly or indirectly, any shares of its capital stock; b) materially increased or decreased any compensation or benefits payable, paid or provided to, or paid any bonus or granted any increase in severance or termination pay, to any Person or otherwise materially changed any of the terms of employment or service for any of its Employees, or otherwise amended, adopted or terminated any Employee Plan; c) entered into any loan or advanced any money or other property with any of its Employees outside the Ordinary Course of Business; or (ii) Without limiting the generality of Section 4.6(a), since July 31, 2025, the Seller Parties have not, with respect to the Business: a) mortgaged, pledged or subjected to any Lien, other than Permitted Liens, any of its properties or material assets, tangible or intangible; b) acquired or disposed of any assets or properties having a value in excess of $500,000 in the aggregate; c) forgiven or cancelled any debts or claims, or waived any rights, having a value in excess of $200,000 in the aggregate; d) incurred any capital expenditure or made a commitment with respect to any capital expenditure in an amount exceeding $500,000 in the aggregate; e) [Reserved] f) revalued any of its assets (whether tangible or intangible) related to the Business, including writing down the value of inventory or writing off, discounting or otherwise compromising any notes or accounts receivable in an amount in excess of $500,000 in the aggregate; g) sold, licensed, assigned or disposed of, or suffered any Lien placed upon, any Business Intellectual Property (other than Ordinary Course Licenses); h) incurred any damage, destruction or loss to any material property or material assets of the Business, whether or not covered by insurance; i) entered into any agreement, commitment or obligation to do any of the foregoing.

Specific Items. Unless the Board determines otherwise, during the Term, ▇▇. ▇▇▇▇▇▇▇▇▇▇ will receive the additional benefits and perquisites described below.

Specific Items. (i) Without limiting the foregoing, between June 30, 2006 and the date of this Agreement, except as set forth in Section 4.7(b) of the Disclosure Schedule, there has not occurred: (1) any event that has had a Company Material Adverse Effect; (2) any acquisition (A) by merger or consolidation with, or by purchase of all or a substantial portion of the assets or any stock of, or by any other manner, any business or any corporation, partnership, joint venture, limited liability company, association or other business organization or division thereof, or (B) of any Assets that are material, in the aggregate, to the Company; (3) any sale, lease, license, pledge or other disposition of any material Asset of the Company, except the sale of Inventory in the Ordinary Course of Business and the disposition of obsolete Assets; (4) any damage, destruction or loss to any of the material Assets of the Company (whether or not insured), in excess of $50,000; (5) any amendment to the Organizational Documents; (6) (A) any split, combination or reclassification of any of the Company Shares or issuance or authorization for the issuance of any other securities in respect of, in lieu of, or in substitution for Company Shares or any of the Company’s other securities, or (B) any purchase, redemption or other acquisition of any Company Shares or any other of the Company’s securities or any rights, warrants or options to acquire any such Company Shares or other securities; (7) the incurrence of any Indebtedness in the aggregate in excess of $50,000; (8) any payment, discharge or satisfaction of any claims, Liabilities of the Company, except in the Ordinary Course of Business; (9) any waiver of any claims or rights of substantial value; (10) any pledge or imposition of any Lien on the Assets other than Permitted Liens; (11) any sale, assignment, encumbrance, license, pledge, abandonment or other transfer of any patents, applications for patent, trademarks, trade names, copyrights, licenses or other intangible assets; (12) except for de minimus adjustments, write-offs or write-downs of the value of the Inventory, or a determination that any notes or accounts receivable that were previously considered to be uncollectible are again collectible, except for write-ups or write-downs and other determinations in the Ordinary Course of Business and consistent with past practice; (13) any loans, advances (other than routine advances to employees of the Company in the Ordinary Course of Busines...

Specific Items. Unless the Board determines otherwise, during the term of this Agreement ▇▇. ▇▇▇▇▇ will receive the additional benefits and perquisites described below.

Specific Items. (a) The following items are specifically included in this sale: (write “none” if applicable) (b) The following items are specifically NOT included in this sale (write “none” if applicable)

Specific Items. Ambulance Officers will be provided the following on initial hire: 1 - Winter Coat

Specific Items. Unless the Board determines otherwise, during the Term, Executive will receive the additional benefits and perquisites described below.

Specific Items. The Agency shall provide the documents and reports listed on Attachment 4 in accordance with the time requirements stated in that Attachment.

Specific Items. Specific items of Company income, gain, loss and deduction shall be allocated to and among the Members in proportion to the respective allocations of net profits and losses to and among such Members, except that each Member’s distributive share of depreciation, amortization and gain or loss with respect to any Company property, as computed for tax purposes, shall be determined so as to reflect the varying interests of the Members in unrealized gain or loss for prior periods, and otherwise to take into account the variation, if any, between the adjusted basis and book value of the property as required by §704(c) of the Code and the Regulations.