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. 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. Since September 30, 2012, there has not been:
(a) any change in the business, assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused or could not reasonably be expected to cause, in the aggregate, a Material Adverse Effect;
(b) any damage, destruction or loss, whether or not covered by insurance, that has had or would reasonably be expected to have a Material Adverse Effect;
(c) any waiver or compromise by the Company of a valuable right or of a material debt owed to it;
(d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business;
(e) any material change to a material contract or agreement by which the Company or any of its assets is bound or subject;
(f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(g) any resignation or termination of employment of any officer of the Company;
(h) any material mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets;
(i) any loans or guarantees made by the Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business;
(j) any declaration, setting aside or payment or other distribution in respect of any of the Company’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company;
(k) any sale, assignment or transfer of any intellectual property of the Company;
(l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company;
(m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that has had or could reasonably be expected to result in a Material Adverse Effect; or
(n) any arrangement or commitment by the Company to do any of the things described in this Section 2.24.
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. 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. Except as set forth on Schedule 2.10 of the SRC ----------------- ------------- Disclosure Schedule or disclosed in the SRC Public Reports, neither SRC nor any SRC Subsidiary has, since December 30, 2000:
(a) 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 SRC Balance Sheet or (ii) liabilities incurred since the date of the SRC Balance Sheet in the ordinary course of business, which discharge or satisfaction would not, as may reasonably be foreseen, individually or in the aggregate, have a SRC Material Adverse Effect;
(b) increased or established any reserve for taxes or any other liability on its books or otherwise provided therefor which would, as may reasonably be foreseen, individually or in the aggregate, have a SRC Material Adverse Effect, except as may have been required due to income or operations of SRC since the date of the SRC 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 SRC;
(d) sold or transferred any of the assets material to the consolidated business of SRC, canceled 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; or
(f) issued any stock, bonds or other securities, other than stock options granted to employees, directors or consultants of SRC 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 on Schedule 2.2 of the SRC Disclosure Schedule. ------------
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...