Subsequent Events Sample Clauses
POPULAR SAMPLE Copied 3 times
Subsequent Events. Other than as set forth on EXHIBIT 2.16, Company has not, since the Balance Sheet Date:
(a) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, except in connection with the performance of this Agreement;
(b) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the Balance Sheet, (ii) liabilities incurred since the Balance Sheet Date in the ordinary course of business;
(c) Formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity;
(d) Made any payments to or loaned any money to any person or entity other than in the ordinary course of business;
(e) Lost or terminated any employee, patient, customer or supplier that has or may have, individually or in the aggregate, a material adverse effect on the Business;
(f) Increased or established any reserve for taxes or any other liability on its books or otherwise provided therefor, except as may have been required due to income or operations of Company since the Balance Sheet Date;
(g) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the Assets, tangible or intangible;
(h) Sold or contracted to sell or transferred or contracted to transfer any of the Assets or any other assets used in the conduct of the Business, canceled any debts or claims or waived any rights, except in the ordinary course of business;
(i) Except in the ordinary course or business consistent with past practices, granted any increase in the rates of pay of employees, consultants or agents, or by means of any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employee, consultant or agent;
(j) Authorized or incurred any capital expenditures in excess of Five Thousand and No/100 Dollars ($5,000.00);
(k) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than in the ordinary course of business or permitted hereunder;
(l) Redeemed, purchased, sold or issued any stock, bonds or other securities;
(m) Experienced damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting any of its properties, assets or business or the Business or the Assets,...
Subsequent Events. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument, or other document herein shall be construed as referring to such agreement, instrument, or other document as from time to time amended, supplemented, or otherwise modified (subject to any restrictions on such amendments, supplements, or modifications set forth herein), (ii) any reference to any Applicable Law herein shall be construed as referring to such Applicable Law as from time to time enacted, repealed, or amended, and (iii) any reference herein to any Person shall be construed to include the Person’s successors and assigns (subject to Section 11.4).
Subsequent Events. If, at any time on or after an Applicable Time but prior to the related Settlement Date, any event occurs as a result of which the Registration Statement or Prospectus would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made or the circumstances then prevailing not misleading, the Company will (i) notify promptly the Manager so that any use of the Registration Statement or Prospectus may cease until such are amended or supplemented; (ii) amend or supplement the Registration Statement or Prospectus to correct such statement or omission; and (iii) supply any such amendment or supplement to the Manager in such quantities as the Manager may reasonably request.
Subsequent Events. Advisor and the Company each agree to notify the other party if, subsequent to the date of this Agreement, either party incurs obligations which could compromise its efforts and obligations under this Agreement.
Subsequent Events. Consultant and the Company each agree to notify the other party if, subsequent to the date of this Agreement, either party incurs obligations which could compromise its efforts and obligations under this Agreement.
Subsequent Events. Except as shown on §3.15 of the Disclosure Schedule, since December 31, 2005, there has not been any material adverse change in the business, financial condition, operations, or results of operations of the Company. Without limiting the generality of the foregoing, since December 31, 2005:
(a) the Company has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for fair consideration or otherwise in the Ordinary Course of Business;
(b) the Company has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $10,000;
(c) no Person (including the Company) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000 to which the Company is a party or by which it is bound;
(d) the Company has not imposed any Security Interest upon any of its assets, tangible or intangible;
(e) the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than $25,000;
(f) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $10,000;
(g) the Company has not issued any note, bond, or other debt security involving more than $10,000;
(h) the Company has not created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligations involving more than $10,000;
(i) the Company has not delayed or postponed the payment of any accounts payable or any other Liabilities of the Company;
(j) the Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $10,000;
(k) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property;
(l) there has been no change made or authorized in the Organizational Documents of the Company;
(m) the Company has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock or any other equity interest in the Company;
(n) the Company has not d...
Subsequent Events. In the event that the Excise Tax is subsequently determined by the Accountants to be less than the amount taken into account hereunder in calculating the Tax Reimbursement Payment made, the Executive shall repay to the Corporation, at the time that the amount of such reduction in the Excise Tax is finally determined, the portion of such prior Tax Reimbursement Payment that has been paid to the Executive or to federal, state or local tax authorities on the Executive's behalf and that would not have been paid if such Excise Tax had been applied in initially calculating such Tax Reimbursement Payment, plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. Notwithstanding the foregoing, in the event any portion of the Tax Reimbursement Payment to be refunded to the Corporation has been paid to any federal, state or local tax authority, repayment thereof shall not be required until actual refund or credit of such portion has been made to the Executive, and interest payable to the Corporation shall not exceed interest received or credited to the Executive by such tax authority for the period it held such portion. The Executive and the Corporation shall mutually agree upon the course of action to be pursued (and the method of allocating the expenses thereof) if the Executive's good faith claim for refund or credit is denied. In the event that the Excise Tax is later determined by the Accountants to exceed the amount taken into account hereunder at the time the Tax Reimbursement Payment is made (including, but not limited to, by reason of any payment the existence or amount of which cannot be determined at the time of the Tax Reimbursement Payment), the Corporation shall make an additional Tax Reimbursement Payment in respect of such excess (which Tax Reimbursement Payment shall include any interest or penalty payable with respect to such excess) at the time that the amount of such excess is finally determined.
Subsequent Events. Except as set forth on Schedule 3.9, since the Balance Sheet Date there has not been any Material Adverse Effect with respect to any of the Acquired Entities or any of its Subsidiaries. Without limiting the foregoing, since that date:
(a) none of the Acquired Entities nor any of its Subsidiaries has sold, leased, transferred or assigned any assets other than for a fair consideration in the Ordinary Course of Business;
(b) none of the Acquired Entities nor any of its Subsidiaries has entered into any Contract (or series of related Contracts) (i) involving more than CDN$500,000, with respect to any Conditional Sales Contract or (ii) with respect to Contracts other than Conditional Sales Contracts, either involving more than CDN$250,000 or that is entered into outside of the Ordinary Course of Business and except for Sales Contracts entered into in the Ordinary Course of Business;
(c) none of the Acquired Entities nor any of its Subsidiaries has terminated any Contract except for Contracts that have been terminated in the Ordinary Course of Business;
(d) no Seller Party that is party to any Contract to which any of the Acquired Entities or any of its Subsidiaries is a party or by which it is bound or any of its assets is subject has Breached any such Contract;
(e) no Encumbrance has been granted by any Seller Party upon any of the assets of any of the Acquired Entities or any of its Subsidiaries;
(f) none of the Acquired Entities nor any of its Subsidiaries has made any capital expenditure (or series of related capital expenditures) either involving more than CDN$250,000 or outside the Ordinary Course of Business;
(g) none of the Acquired Entities nor any of its Subsidiaries has made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than CDN$50,000 or outside the Ordinary Course of Business;
(h) none of the Acquired Entities nor any of its Subsidiaries has issued any note, bond or other debt security or created, incurred, assumed or guaranteed any Liability for borrowed money or capitalized lease Contract either involving more than CDN$100,000 individually or CDN$200,000 in the aggregate;
(i) none of the Acquired Entities nor any of its Subsidiaries has delayed or postponed the payment of accounts payable or other Liabilities either involving more than CDN$100,000 (individually or in the aggregate) or outside the ...
Subsequent Events. Except as set forth in Section 3.10 of the EKCO Disclosure Schedule or disclosed in the EKCO Public Reports, EKCO has not, since January 3, 1999:
(a) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability other than any lien, encumbrance, obligation or liability (i) discharged, paid or satisfied in the ordinary course of business, (ii) shown or reflected on the EKCO Balance Sheet, (iii) incurred since the date of the EKCO Balance Sheet in the ordinary course of business or (iv) the discharge or satisfaction of which would not reasonably be expected to have a Material Adverse Effect.
(b) Increased or established any reserve for Taxes (as defined in Section 3.12) or any other liability on its books or otherwise provided therefor which would have a Material Adverse Effect, except as may have been required due to income or operations of EKCO since the date of the EKCO Balance Sheet.
(c) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the assets, tangible or intangible, which assets are material to the consolidated business or financial condition of EKCO.
(d) Sold or transferred any of the assets material to the consolidated business of EKCO, cancelled any material debts or claims or waived any material rights, except in the ordinary course of business.
(e) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than in the ordinary course of business or permitted under this Agreement.
(f) Issued any stock, bonds or other securities, other than stock options granted to employees, directors or consultants of EKCO or warrants granted to third parties or shares of common stock issuable pursuant thereto or pursuant to any other contract or agreement outstanding as of the date hereof, all of which are disclosed in Section 3.2 of the EKCO Disclosure Schedule.
(g) Except as set forth in Section 3.10(g) of the EKCO Disclosure Schedule, declared, paid, set aside or made any dividend or distribution on or payment with respect to the EKCO Shares or any other shares of EKCO's capital stock.
Subsequent Events. The District hereby agrees to notify the Underwriter of any event or occurrence that may affect the accuracy or completeness of any information set forth in the Official Statement relating to the District, until the date which is twenty-five (25) days following the End of the Underwriting Period;