Common use of Specific Items Clause in Contracts

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.

Appears in 1 contract

Sources: Purchase Agreement (Microvision, Inc.)

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 fringe benefits payable, paid or provided payable 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 amendedin each case, adopted or terminated any Employee Planoutside the Ordinary Course of Business; 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; gf) sold, licensed, assigned or disposed of, or suffered any Lien placed upon, any Business Intellectual Property (other than Ordinary Course Licenses); hg) incurred any damage, destruction or loss to any material property or material assets of the Business, whether or not covered by insurance;; or ih) entered into any agreement, commitment or obligation to do any of the foregoing.

Appears in 1 contract

Sources: Purchase Agreement (Luminar Technologies, Inc./De)