Subsequent Events Sample Clauses
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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. Except as set forth on Schedule 3.8 of the Disclosure Letter, since December 31, 2009, other than in connection with the Transactions, the Acquired Entities have conducted their business only in the Ordinary Course of Business, and there has not been any Material Adverse Change with respect to any Acquired Entity. Without limiting the foregoing, since that date, none of the following have occurred:
(a) the sale, lease, transfer or assignment by an Acquired Entity of any assets other than in the Ordinary Course of Business;
(b) the entry by any Acquired Entity into a Contract (or series of related Contracts) either involving more than £250,000 or outside the Ordinary Course of Business;
(c) termination of any Material Contract or of any Lease (or any agreement to assign, surrender, terminate or otherwise dispose of any of the Leases or licences in respect of the Leased Real Property);
(d) to Management Seller’s Knowledge, no party to any Material Contract to which any Acquired Entity is a party or by which it is bound or any of its assets is subject has breached any such Contract;
(e) the imposition of any Encumbrance upon any of the assets of any Acquired Entity;
(f) any capital expenditure by any Acquired Entity (or series of related capital expenditures) either involving more than £250,000 in the aggregate or outside the Ordinary Course of Business;
(g) any capital investment by any Acquired Entity 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) other than inventory, supplies and similar operating assets in the Ordinary Course of Business;
(h) the issue of any note, bond, or other debt instrument by any Acquired Entity or the creation, incurrence, assumption, or guarantee of any Liability for borrowed money or capitalized lease Contract (excluding for these purposes any hire purchase or finance lease of any kind with a contract value of less than £100,000) by any Acquired Entity other than under the Loan Notes;
(i) the delay or postponement by any Acquired Entity of the payment of accounts payable or other Liabilities either involving more than £100,000 or outside the Ordinary Course of Business;
(j) the cancellation, compromise, waiver, or release of any Action (or series of related Actions) by any Acquired Entity either involving more than £100,000 or outside the Ordinary Course of Business;
(k) the entry, by any Acquired Entity, into any Contracts o...
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. 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. 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. Except as set forth in Schedule 4.9, since December 31, 2011, the Acquired Entities have operated in the Ordinary Course of Business and, as of the date hereof there have been no events, series of events or the lack of occurrence thereof which, singularly or in the aggregate could reasonably be expected to have a Material Adverse Effect on any Acquired Entity. Without limiting the foregoing, since that date, none of the following have occurred:
(a) No Acquired Entity has sold, leased, transferred, or assigned any assets other than for a fair consideration in the Ordinary Course of Business and sales of assets not exceeding $15,000 singularly or $100,000 in the aggregate.
(b) No Acquired Entity has entered into any Contract (or series of related Contracts) either involving more than $20,000 or outside the Ordinary Course of Business.
(c) No Encumbrance has been imposed upon any assets of any Acquired Entity.
(d) No Acquired Entity has made any capital expenditure (or series of related capital expenditures) involving more than $20,000 individually, $100,000 in the aggregate, or outside the Ordinary Course of Business.
(e) No Acquired Entity has made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person involving more than $20,000 singularly, $100,000 in the aggregate, or outside the Ordinary Course of Business.
(f) No Acquired Entity 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 $15,000 individually or $100,000 in the aggregate.
(g) No Acquired Entity has delayed or postponed the payment of accounts payable or other Liabilities either involving more than $50,000 (individually or in the aggregate) or outside the Ordinary Course of Business.
(h) No Acquired Entity has canceled, compromised, waived, or released any Action (or series of related Actions) either involving more than $50,000 or outside the Ordinary Course of Business.
(i) No Acquired Entity has granted any Contracts or any rights under or with respect to any Intellectual Property.
(j) There has been no change made or authorized to be made to the Organizational Documents of any Acquired Entity.
(k) No Acquired Entity has issued, sold, or otherwise disposed of any of its Equity Interests.
(l) No Acquired Entity has declared, set aside, or paid any dividend or made any distribution with respect to its Equity Inte...
Subsequent Events. Since the date of the most recent Financial Statements which include a balance sheet (the "Balance Sheet Date") the Company has operated in the ordinary course of business and there has not been any material adverse change with respect to the Company. Without limiting the foregoing, since that date, none of the following have occurred:
(a) the Company has not sold, leased, transferred, or assigned any assets other than for a fair consideration in the ordinary course of business;
(b) the Company has not entered into any contract or agreement (or series of related contracts or agreements), or any amendment or modification of any contract or agreement, either involving more than $50,000 or outside the ordinary course of business;
(c) no Encumbrance has been imposed upon any of the Properties;
(d) the Company has not made any capital expenditure (or series of related capital expenditures) involving more than $25,000 individually, $50,000 in the aggregate, or outside the ordinary course of business;
(e) the Company has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any liability for borrowed money or capitalized lease;
(f) the Company has not delayed or postponed the payment of accounts payable or other liabilities outside the ordinary course of business;
(g) the Company has not canceled, compromised, waived, or released any claim or cause of action (or series of related claims or causes of action) outside the ordinary course of business;
(h) there has been no change made or authorized to the Organizational Documents of the Company;
(i) the Company has not issued, sold, or otherwise disposed of any of its member interests;
(j) the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its Properties in excess of $25,000;
(k) the Company has not made any material change in any of the accounting principles followed by it or the method of applying such principles;
(l) the Company has not made any change in any material Tax election or the manner Taxes are reported;
(m) there has not been any other occurrence, event, incident, action, failure to act, or transaction with respect to the Company either involving more than $25,000 (individually or in the aggregate) or outside the ordinary course of business; and
(n) the Company has not committed to any of the foregoing.
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;