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 Interests (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its Equity Interests (other than dividends and other transactions solely among the Acquired Entities). (m) No Acquired Entity has experienced any damage, destruction, or loss (whether or not covered by insurance) to its properties. (n) No Acquired Entity has made any loan to, or entered into any other transaction with, any of its directors, officers, or employees. (o) No Acquired Entity has entered into any employment, collective bargaining, or similar Contract or modified the terms of any existing such Contract. (p) No Acquired Entity has committed to pay any bonus or granted any increase in the base compensation (i) of any director or officer, or an employee who is also a Seller or an Affiliate of a Seller or (ii) outside of the Ordinary Course of Business, of any of its other employees. (q) No Acquired Entity has adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or similar Contract for the benefit of any of its directors, officers, or employees (or taken any such action with respect to any other Employee Benefit Plan). (r) No Acquired Entity has made any other change in employment terms for (i) any officer or employee thereof that is a Seller or an Affiliate thereof or (ii) outside of the Ordinary Course of Business, any of its other directors, officers, or employees. (s) No Acquired Entity has made or pledged to make any charitable or other capital contribution either involving more than $5,000 (individually or in the aggregate) or outside the Ordinary Course of Business. (t) There has not been any other occurrence, event, incident, action, failure to act, or transaction with respect to the Acquired Entities either involving more than $50,000 (individually or in the aggregate) or outside the Ordinary Course of Business. (u) No Acquired Entity has committed to any of the foregoing.
Appears in 2 contracts
Sources: Merger Agreement (Interface Security Systems, L.L.C.), Merger Agreement (Interface Security Systems Holdings Inc)
Subsequent Events. Except as set forth in Schedule 4.9SCHEDULE 4.8, since December 31, 2011, the Acquired Entities have Balance Sheet Date the Company has operated in the Ordinary Course of Business and, as of the date hereof and there have been no events, series of events or the lack of occurrence thereof which, singularly or in the aggregate aggregate, could reasonably be expected to have a Material Adverse Effect on any Acquired Entitythe Company. Without limiting the foregoing, since that date, none of the following have has occurred:
(a) No Acquired Entity The Company has not 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 aggregateBusiness.
(b) No Acquired Entity The Company has not entered into any Contract (or series of related Contracts) either involving more than $20,000 10,000 or outside the Ordinary Course of Business.
(c) No Encumbrance has been imposed upon any assets of any Acquired Entitythe Company.
(d) No Acquired Entity The Company has not made any capital expenditure (or series of related capital expenditures) involving more than $20,000 5,000 individually, $100,000 10,000 in the aggregate, or outside the Ordinary Course of Business.
(e) No Acquired Entity The Company has not 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 BusinessPerson.
(f) No Acquired Entity 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 Contract either involving more than $15,000 individually or $100,000 in the aggregateContract.
(g) No Acquired Entity The Company has not 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 The Company has not 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 The Company has not 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 Entitythe Company.
(k) No Acquired Entity The Company has not issued, sold, or otherwise disposed of any of its Equity Interests.
(l) No Acquired Entity The Company has not declared, set aside, or paid any dividend or made any distribution with respect to its Equity Interests (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its Equity Interests (other than dividends and other transactions solely among the Acquired Entities)Interests.
(m) No Acquired Entity The Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its properties.
(n) No Acquired Entity The Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, or employees.
(o) No Acquired Entity The Company has not entered into any employment, collective bargaining, or similar Contract or modified the terms of any existing such Contract.
(p) No Acquired Entity The Company has not committed to pay any bonus or granted any increase in the base compensation (i) of any director or officer, or an employee who is also a Seller or an Affiliate of a Seller or (ii) outside of the Ordinary Course of Business, of any of its other employees.
(q) No Acquired Entity Other than the actions taken with respect to the Lan Plus, Inc. Employee Stock Ownership Plan pursuant to the Stock Purchase Agreement, dated as of the date hereof, among J & M Interests, LLC, the investors listed on the signature pages thereto, and Andy Teng, the Company has adoptedno▇ ▇▇▇▇▇▇▇, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or similar Contract for the benefit of any of its directors, officers, or employees (or taken any such action with respect to any other Employee Benefit Plan).
(r) No Acquired Entity The Company has not made any other change in employment terms for (i) any officer or employee thereof that is a Seller or an Affiliate thereof or (ii) outside of the Ordinary Course of Business, for any of its other directors, officers, or employees.
(s) No Acquired Entity The Company has not made or pledged to make any charitable or other capital contribution either involving more than $5,000 (individually or in the aggregate) or outside the Ordinary Course of Business.
(t) There has not been any other occurrence, event, incident, action, failure to act, or transaction with respect to the Acquired Entities either involving more than $50,000 (individually or in the aggregate) or Company outside the Ordinary Course of Business.
(u) No Acquired Entity ; and the Company has not committed to any of the foregoing.
Appears in 1 contract
Sources: Stock Purchase Agreement (Northgate Innovations Inc)
Subsequent Events. Except as set forth in Schedule 4.9, since December Since March 31, 20112003, the Acquired Entities have operated there has not been any change in the Ordinary Course of Business andbusiness, as operations, assets, or condition, financial or otherwise, 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 Business which would have a Material Adverse Effect on any Acquired EntityEffect. Without limiting the generality of the foregoing, since that date, none of with respect to the following have occurredBusiness:
(a) No Acquired Entity Seller has not sold, leased, transferred, or assigned any assets of its assets, tangible or intangible, 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.Business;
(b) No Acquired Entity Seller has not entered into any Contract Contractual Obligation (or series of related ContractsContractual Obligations) either involving more than $20,000 or outside the Ordinary Course of Business.;
(c) No Encumbrance party has accelerated, terminated, modified or canceled any Contractual Obligation (or series of related Contractual Obligations) involving more than $50,000 to which Seller is a party or by which it is bound;
(d) No Lien has been imposed upon any assets of any Acquired Entity.Seller, whether tangible or intangible;
(de) No Acquired Entity Seller has not made any capital expenditure (or series of related capital expenditures) either involving more than $20,000 individually, $100,000 in the aggregate, 50,000 or outside the Ordinary Course of Business.;
(ef) No Acquired Entity Seller has not 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(or series of related capital investments, $100,000 in the aggregate, or outside the Ordinary Course of Businessloans and acquisitions).
(fg) No Acquired Entity Seller has not issued any note, bond, bond or other debt security or created, incurred, assumed, assumed or guaranteed any Liability indebtedness for borrowed money or capitalized lease Contract obligation, either involving more than $15,000 individually 50,000 singly or $100,000 in the aggregate.;
(gh) No Acquired Entity Seller has not delayed or postponed the payment of accounts payable or and other Liabilities either involving more than $50,000 (individually or in the aggregate) or outside the Ordinary Course of Business.;
(hi) No Acquired Entity Seller has not canceled, compromised, waived, waived or released any Action right or claim (or series of related Actionsrights and claims) either involving more than $50,000 or outside the Ordinary Course of Business.;
(ij) No Acquired Entity Seller has not granted any Contracts license or sublicense of 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 Seller 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 Interests (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its Equity Interests (other than dividends and other transactions solely among the Acquired Entities).
(m) No Acquired Entity has not experienced any material damage, destruction, destruction or loss (whether or not covered by insurance) to its properties.property;
(nl) No Acquired Entity Seller has made any loan to, or not entered into any other transaction withemployment contract or collective bargaining agreement, any of its directorswritten or oral, officers, or employees.
(o) No Acquired Entity has entered into any employment, collective bargaining, or similar Contract or modified the terms of any such existing such Contract.
(p) No Acquired Entity has committed to pay any bonus contract or granted any increase in the base compensation (i) of any director or officer, or an employee who is also a Seller or an Affiliate of a Seller or (ii) outside of the Ordinary Course of Business, of any of its other employees.
(q) No Acquired Entity has adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or similar Contract for the benefit of any of its directors, officers, or employees (or taken any such action with respect to any other Employee Benefit Plan).
(r) No Acquired Entity has made any other change in employment terms for (i) any officer or employee thereof that is a Seller or an Affiliate thereof or (ii) outside of the Ordinary Course of Business, any of its other directors, officers, or employees.
(s) No Acquired Entity has made or pledged to make any charitable or other capital contribution either involving more than $5,000 (individually or in the aggregate) or outside the Ordinary Course of Business.
(t) There has not been any other occurrence, event, incident, action, failure to act, or transaction with respect to the Acquired Entities either involving more than $50,000 (individually or in the aggregate) or outside the Ordinary Course of Business.
(u) No Acquired Entity has committed to any of the foregoing.agreement;
Appears in 1 contract
Subsequent Events. Except for the Permitted Distributions, and except as set forth in Schedule 4.9F-9, since December 31, 2011, the Balance Sheet Date the Acquired Entities have operated in the Ordinary Course ordinary course of Business and, as of the date hereof business and 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 aggregate, would have a Material Adverse Effect on any Acquired Entity. Without limiting the foregoing, since that datedate and except for the Permitted Distributions, none of the following have has occurred:
(a) a. No Acquired Entity has sold, leased, transferred, or assigned any assets other than for a fair consideration in the Ordinary Course ordinary course of Business and sales of assets not exceeding $15,000 singularly or $100,000 in the aggregatebusiness.
(b) 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 ordinary course of Businessbusiness.
(c) c. No Encumbrance has been imposed upon any assets of any Acquired Entity.
(d) 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 ordinary course of Businessbusiness.
(e) 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 BusinessPerson.
(f) 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 aggregateContract.
(g) 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 to the aggregate) or outside the Ordinary Course of Businesspoint where they are delinquent and proceedings to collect have been threatened.
(h) 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 Interests (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its Equity Interests (other than dividends and other transactions solely among the Acquired Entities).
(m) No Acquired Entity has experienced any damage, destruction, or loss (whether or not covered by insurance) to its properties.
(n) No Acquired Entity has made any loan to, or entered into any other transaction with, any of its directors, officers, or employees.
(o) No Acquired Entity has entered into any employment, collective bargaining, or similar Contract or modified the terms of any existing such Contract.
(p) No Acquired Entity has committed to pay any bonus or granted any increase in the base compensation (i) of any director or officer, or an employee who is also a Seller or an Affiliate of a Seller or (ii) outside of the Ordinary Course of Business, of any of its other employees.
(q) No Acquired Entity has adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or similar Contract for the benefit of any of its directors, officers, or employees (or taken any such action with respect to any other Employee Benefit Plan).
(r) No Acquired Entity has made any other change in employment terms for (i) any officer or employee thereof that is a Seller or an Affiliate thereof or (ii) outside of the Ordinary Course of Business, any of its other directors, officers, or employees.
(s) No Acquired Entity has made or pledged to make any charitable or other capital contribution either involving more than $5,000 (individually or in the aggregate) or outside the Ordinary Course of Business.
(t) There has not been any other occurrence, event, incident, action, failure to act, or transaction with respect to the Acquired Entities either involving more than $50,000 (individually or in the aggregate) or outside the Ordinary Course of Business.
(u) No Acquired Entity has committed to any of the foregoing.
Appears in 1 contract
Sources: Share Transfer Agreement (Prime Medical Services Inc /Tx/)
Subsequent Events. Except as set forth in on Schedule 4.96.30, since December 31, 2011, the Acquired Entities have operated in the Ordinary Course of Business and, as date of the date hereof Financial Statements there have has not been no events, series of events or any material adverse change with respect to the lack of occurrence thereof which, singularly or in the aggregate could reasonably be expected to have a Material Adverse Effect on any Acquired EntityOwner and SPE Entities. Without limiting the foregoing, since that dateMarch 31, 2014, none of the following have has occurred:
(a) No Acquired Entity has The Owner and SPE Entities have not sold, leased, transferred, transferred or assigned any assets an asset other than for a fair consideration in the Ordinary Course ordinary course of Business and sales of assets not exceeding $15,000 singularly or $100,000 in the aggregatebusiness.
(b) No Acquired Entity has The Owner and SPE Entities have not entered into or terminated any Contract contracts (or series of related Contractscontracts) either involving more than $20,000 10,000 or outside the Ordinary Course ordinary course of Businessbusiness.
(c) No Encumbrance has encumbrances involving more than $10,000 or outside the ordinary course of business have been imposed upon any the assets of any Acquired Entitythe Owner and SPE Entities.
(d) No Acquired Entity has The Owner and SPE Entities have not made any capital expenditure (or series of related capital expenditures) either involving more than $20,000 individually, $100,000 in the aggregate, 10,000 or outside the Ordinary Course ordinary course of Businessbusiness.
(e) No Acquired Entity has The Owner and SPE Entities have not 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 Businessperson.
(f) No Acquired Entity has The Owner and SPE Entities have not issued any note, bond, or other debt security or created, incurred, assumed, assumed or guaranteed any Liability liability for borrowed money or capitalized lease Contract either involving more than $15,000 individually or $100,000 in the aggregatelease.
(g) No Acquired Entity has The Owner and SPE Entities have not delayed or postponed the payment of accounts payable or other Liabilities either liabilities involving more than $50,000 10,000 (individually or in the aggregate) or outside the Ordinary Course ordinary course of Businessbusiness.
(h) No Acquired Entity has canceledTo the best of Contributor’s and Owner’s knowledge, compromised, waived, the tenants of the SPE Entities have reported to Owner or released the SPE Entities 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 Interests (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its Equity Interests (other than dividends and other transactions solely among the Acquired Entities).
(m) No Acquired Entity has experienced any material damage, destruction, destruction or loss (whether or not covered by insurance) to its properties.
(ni) No Acquired Entity has The Owner and SPE Entities have not made any loan to, or entered into any other transaction with, with any of its their members, directors, officers, officers or employees.
(oj) No Acquired Entity has The Owner and SPE Entities have not entered into any employment, collective bargaining, or similar Contract contract or modified the terms of any existing such Contract.
(pk) No Acquired Entity has committed The Owner and SPE Entities have not made any payment on any liabilities, indebtedness (including trade payables) or other obligations owed to pay any bonus the Owner and SPE Entities or granted any increase in the base compensation (i) of any director or officer, or an employee who is also a Seller or an Affiliate of a Seller or (ii) outside of the Ordinary Course of Business, of any of its other employeesaffiliates.
(ql) No Acquired Entity has adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or similar Contract for the benefit of any of its directors, officers, or employees (or taken any such action with respect to any other Employee Benefit Plan).
(r) No Acquired Entity has The Owner and SPE Entities have not made any other change in employment terms for (i) its accounting practice, policies or procedures, made any officer adjustment to its books and records or employee thereof that is a Seller recharacterized any assets or an Affiliate thereof or (ii) outside of the Ordinary Course of Business, any of its other directors, officers, or employeesliabilities.
(s) No Acquired Entity has made or pledged to make any charitable or other capital contribution either involving more than $5,000 (individually or in the aggregate) or outside the Ordinary Course of Business.
(t) There has not been any other occurrence, event, incident, action, failure to act, or transaction with respect to the Acquired Entities either involving more than $50,000 (individually or in the aggregate) or outside the Ordinary Course of Business.
(u) No Acquired Entity has committed to any of the foregoing.
Appears in 1 contract
Subsequent Events. Except as set forth in Schedule 4.93.8, since December 31June 30, 2011, 2004 the Acquired Entities Company and its Subsidiaries have operated in the Ordinary Course ordinary course of Business andbusiness, as of the date hereof consistent with past practice, and there have has not 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 any Company Material Adverse Effect on any Acquired EntityEffect. Without limiting the foregoing, since that dateand except as set forth in Schedule 3.8, between June 30, 2004 and the date of this Agreement, none of the following have has occurred:
(a) No Acquired Entity neither the Company nor any of its Subsidiaries has sold, leased, transferred, or assigned any material assets other than for a fair consideration in the Ordinary Course ordinary course of Business business nor has any such entity sold assets (other than assets consisting of inventory or similar assets typically sold in the ordinary course of business of the Company and sales of assets not its Subsidiaries) in an amount exceeding $15,000 singularly 200,000 individually or $100,000 400,000 in the aggregate.;
(b) No Acquired Entity has entered into any Contract no Lien (or series of related Contractsother than a Permitted Lien) either involving more than $20,000 or outside the Ordinary Course of Business.
(c) No Encumbrance has been imposed upon any of the assets of the Company or any Acquired Entity.of its Subsidiaries;
(dc) No Acquired Entity neither the Company nor any of its Subsidiaries has made any capital expenditure (or series of related capital expenditures) outside the ordinary course of business involving more than $20,000 individually, 50,000 individually or $100,000 in the aggregate, or outside the Ordinary Course of Business.;
(ed) No Acquired Entity neither the Company 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 (other than the Company or any of its Subsidiaries) involving more than $20,000 singularly, $100,000 in the aggregate, 50,000 individually or outside the Ordinary Course ordinary course of Business.business;
(fe) No Acquired Entity neither the Company 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 $15,000 50,000 individually or $100,000 in the aggregate.;
(gf) No Acquired Entity neither the Company nor any of its Subsidiaries has delayed or postponed for more than thirty (30) days past its schedule due date the payment of accounts payable or other Liabilities liabilities either involving more than $50,000 (individually or 150,000 in the aggregate) aggregate or outside the Ordinary Course ordinary course of Business.business (other than with respect to amounts disputed in good faith);
(hg) No Acquired Entity neither the Company nor any of its Subsidiaries has canceled, compromised, waived, compromised or released any Action (or series of related Actions) either involving more than $50,000 or outside the Ordinary Course ordinary course of Business.business;
(ih) No Acquired Entity has granted any Contracts or any rights under or with respect to any Intellectual Property.
(j) There there has been no change made or authorized to be made the Certificate of Incorporation or Bylaws of the Company or to the Organizational Documents comparable organizational documents of any Acquired Entity.of the Company’s Subsidiaries;
(ki) No Acquired Entity neither the Company nor any of its Subsidiaries has issued, sold, or otherwise disposed of any of its Equity Interests.capital stock or other equity securities or ownership interests (other than the issuance of options to employees, officers, directors or consultants of the Company and its Subsidiaries or the issuance of shares of capital stock upon the exercise of such options);
(lj) No Acquired Entity neither the Company nor any of its Subsidiaries has declared, set aside, or paid any dividend or made any distribution with respect to its Equity Interests capital stock or other equity securities or ownership interests (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its Equity Interests capital stock or other equity securities or ownership interests (other than dividends and other transactions solely among any dividend by any Subsidiary of the Acquired EntitiesCompany paid to the Company or another Subsidiary of the Company).;
(mk) No Acquired Entity neither the Company nor any of its Subsidiaries has experienced any damage, destruction, or loss (whether or not covered by insurancei) to its properties.
(n) No Acquired Entity has made any loan toto any director, officer or employee, or (ii) entered into any other transaction with, with any of its directors, officers, or employees., other than the hiring of any employees or the payment or provision of compensation or benefits in the ordinary course of business;
(ol) No Acquired Entity neither the Company nor any of its Subsidiaries has entered into any employment, collective bargaining, or similar Contract or modified the terms of any existing such Contract.;
(pm) No Acquired Entity except as required by applicable law or any Employee Plan, neither the Company nor any of its Subsidiaries has committed to pay any bonus or granted any increase in the base compensation (i) made any other change in employment terms of any director director, officer or officeremployee thereof outside the ordinary course of business;
(n) except as required by applicable law, any Employee Plan or an employee who is also a Seller or an Affiliate otherwise in the ordinary course of a Seller or (ii) outside of business, neither the Ordinary Course of Business, of Company nor any of its other employees.
(q) No Acquired Entity Subsidiaries has adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or similar Contract for the benefit of any of its directors, officers, or employees (or taken any such action with respect to any other Employee Benefit PlanPlans (as hereinafter defined).); and
(ro) No Acquired Entity has made any other change in employment terms for (i) any officer or employee thereof that is a Seller or an Affiliate thereof or (ii) outside of neither the Ordinary Course of Business, Company nor any of its other directors, officers, or employees.
(s) No Acquired Entity Subsidiaries has made or pledged to make any charitable or other capital contribution either involving more than $5,000 (individually or in the aggregate) or outside the Ordinary Course of Business.
(t) There has not been any other occurrence, event, incident, action, failure to act, or transaction with respect to the Acquired Entities either involving more than $50,000 (individually or in the aggregate) or outside the Ordinary Course ordinary course of Businessbusiness.
(u) No Acquired Entity has committed to any of the foregoing.
Appears in 1 contract
Subsequent Events. Except as set forth in Schedule 4.9, since December 31, 2011, Since the Acquired Entities Balance Sheet Date the Companies have operated in the Ordinary Course of Business and, as of the date hereof hereof, there have been no events, series of events or the lack of occurrence thereof whichthereof, which singularly or in the aggregate aggregate, could reasonably be expected to have a Material Adverse Effect on any Acquired EntityEffect. Without limiting the foregoing, since that date, none of the following have has occurred:
(ai) No Acquired Entity Neither Company has sold, leased, transferred, or assigned any assets other than for a fair consideration in the Ordinary Course of Business and sales of assets have not exceeding exceeded $15,000 25,000 singularly or $100,000 50,000 in the aggregate.
(bii) No Acquired Entity Neither Company has entered into any Contract contract (or series of related Contractscontracts) either involving more than $20,000 50,000 or outside the Ordinary Course of Business.
(ciii) No Encumbrance has been imposed upon any assets of any Acquired Entity.
(d) No Acquired Entity Neither Company has made any capital expenditure (or series of related capital expenditures) involving more than $20,000 25,000 individually, $100,000 50,000 in the aggregate, aggregate or outside the Ordinary Course of Business.
(eiv) No Acquired Entity Neither Company 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 25,000 singularly, $100,000 50,000 in the aggregate, aggregate or outside the Ordinary Course of Business.
(fv) No Acquired Entity Neither Company has issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any Liability liability for borrowed money or capitalized lease Contract contract either involving more than $15,000 25,000 individually or $100,000 50,000 in the aggregate.
(gvi) 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 Neither Company 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.
(jvii) There has been no change made or authorized to be made to the Organizational Documents of any Acquired Entityeither Company.
(kviii) No Acquired Entity Neither Company has issued, sold, or otherwise disposed of any of its Equity Interests.
(lix) No Acquired Entity has declared, set aside, or paid any dividend or made any distribution with respect to its Equity Interests (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its Equity Interests (other than dividends and other transactions solely among the Acquired Entities).
(m) No Acquired Entity has experienced any damage, destruction, or loss (whether or not covered by insurance) to its properties.
(n) No Acquired Entity Neither Company has made any loan to, or entered into any other transaction with, any of its directors, officers, employees, shareholders, managers or employeesmembers, as applicable.
(ox) No Acquired Entity Neither Company has entered into paid any employmentdividend or made any distribution, collective bargainingwhether in cash, evidence of indebtedness, Equity Interests or similar Contract other securities or modified the terms of any existing such Contractproperty.
(p) No Acquired Entity has committed to pay any bonus or granted any increase in the base compensation (i) of any director or officer, or an employee who is also a Seller or an Affiliate of a Seller or (ii) outside of the Ordinary Course of Business, of any of its other employees.
(q) No Acquired Entity has adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or similar Contract for the benefit of any of its directors, officers, or employees (or taken any such action with respect to any other Employee Benefit Plan).
(r) No Acquired Entity has made any other change in employment terms for (i) any officer or employee thereof that is a Seller or an Affiliate thereof or (ii) outside of the Ordinary Course of Business, any of its other directors, officers, or employees.
(s) No Acquired Entity has made or pledged to make any charitable or other capital contribution either involving more than $5,000 (individually or in the aggregate) or outside the Ordinary Course of Business.
(txi) There has not been any other occurrence, event, incident, action, failure to act, or transaction with respect to the Acquired Entities either involving more than $50,000 (individually or in the aggregate) or Companies outside the Ordinary Course of Business.
(u) No Acquired Entity has committed to any of the foregoing.
Appears in 1 contract
Subsequent Events. Except as set forth in Schedule 4.9Section 6.8 of the ----------------- Disclosure Schedule, in the case of clauses (a), (c), (d), (e), and (h) below, since December 31, 20111999 and, the Acquired Entities have operated in the Ordinary Course case of Business andclauses (b), as of (f), (g) and (i) below, since the date hereof Most Recent Fiscal Month End, ASA Acquisition and its Subsidiaries have conducted their business in the ordinary course consistent with past practice and there have been no eventshas not been:
(a) any event, series of events occurrence or the lack of occurrence thereof development which, singularly individually or in the aggregate could aggregate, has had or is reasonably be expected likely in the future to have a Material Adverse Effect on any Acquired Entity. Without limiting the foregoing, since that date, none of the following have occurred:ASA Acquisition;
(ab) No Acquired Entity has soldany declaration, leased, transferredsetting aside or payment of any dividend or other distribution with respect to any shares of capital stock of ASA Acquisition, or assigned any repurchase, redemption or other acquisition by ASA Acquisition or any of its Subsidiaries of any amount of outstanding shares of capital stock or other equity securities of, or other ownership interests in, ASA Acquisition or any of its Subsidiaries;
(c) any amendment of any term of any outstanding security of ASA Acquisition or any of its Subsidiaries that would materially increase the obligations of ASA Acquisition or such Subsidiary under such security;
(i) any incurrence or assumption by ASA Acquisition or any of its Subsidiaries of any indebtedness for borrowed money other than under existing credit facilities (or any renewals, replacements or extensions that do not increase the aggregate commitments thereunder) in the Ordinary Course of Business (it being understood that any indebtedness incurred prior to the date hereof in respect of capital expenditures shall be considered to have been in the Ordinary Course of Business) or (ii) any guarantee, endorsement or other incurrence or assumption of liability (whether directly, contingently or otherwise) by ASA Acquisition or any of its Subsidiaries for the obligations of any other person (other than any wholly owned Subsidiary of ASA Acquisition), other than in the Ordinary Course of Business;
(e) any creation or assumption by ASA Acquisition or any of its Subsidiaries of any consensual lien on any material asset of ASA Acquisition or any of its Subsidiaries other than in the Ordinary Course of Business;
(f) any making of any loan, advance or capital contribution to or investment in any person by ASA Acquisition or any of its Subsidiaries other than (i) loans, advances or capital contributions to or investments in wholly-owned Subsidiaries of ASA Acquisition or (ii) loans or advances to employees of ASA Acquisition or any of its Subsidiaries made in the Ordinary Course of Business;
(g) (i) any contract or agreement entered into by ASA Acquisition or any of its Subsidiaries on or prior to the date hereof relating to any material acquisition or disposition of any assets or business or (ii) any modification, amendment, assignment, termination or relinquishment by ASA Acquisition or any of its Subsidiaries of any material contract, license or other than for right (including any insurance policy naming it as a fair consideration beneficiary or a loss payable payee), other than, in the case of (i) and (ii), transactions, commitments, contracts or agreements in the Ordinary Course of Business and sales those contemplated by this Agreement;
(h) any material change in any method of assets not exceeding $15,000 singularly accounting or $100,000 accounting principles or practice by ASA Acquisition or any of its Subsidiaries, except for any such change required by reason of a change in GAAP; or
(i) except for items permitted by Section 7.3 hereof, any (i) grant of any severance or termination pay to any director, officer or employee of ASA Acquisition or any of its Subsidiaries, (ii) entering into of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of ASA Acquisition or any of its Subsidiaries, (iii) increase in benefits payable under any existing severance or termination pay policies or employment agreements or ASA Acquisition Benefit Plan or (iv) increase in compensation, bonus or other benefits payable to directors, officers or employees of ASA Acquisition or any of its Subsidiaries other than, in the aggregate.
case of clause (biv) No Acquired Entity has entered into only, increases prior to the date hereof in compensation, bonus or other benefits payable to employees of ASA Acquisition or any Contract (or series of related Contracts) either involving more than $20,000 or outside its Subsidiaries in the Ordinary Course of BusinessBusiness or merit increases in salaries of employees at regularly scheduled times in customary amounts consistent with past practices.
(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 Interests (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its Equity Interests (other than dividends and other transactions solely among the Acquired Entities).
(m) No Acquired Entity has experienced any damage, destruction, or loss (whether or not covered by insurance) to its properties.
(n) No Acquired Entity has made any loan to, or entered into any other transaction with, any of its directors, officers, or employees.
(o) No Acquired Entity has entered into any employment, collective bargaining, or similar Contract or modified the terms of any existing such Contract.
(p) No Acquired Entity has committed to pay any bonus or granted any increase in the base compensation (i) of any director or officer, or an employee who is also a Seller or an Affiliate of a Seller or (ii) outside of the Ordinary Course of Business, of any of its other employees.
(q) No Acquired Entity has adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or similar Contract for the benefit of any of its directors, officers, or employees (or taken any such action with respect to any other Employee Benefit Plan).
(r) No Acquired Entity has made any other change in employment terms for (i) any officer or employee thereof that is a Seller or an Affiliate thereof or (ii) outside of the Ordinary Course of Business, any of its other directors, officers, or employees.
(s) No Acquired Entity has made or pledged to make any charitable or other capital contribution either involving more than $5,000 (individually or in the aggregate) or outside the Ordinary Course of Business.
(t) There has not been any other occurrence, event, incident, action, failure to act, or transaction with respect to the Acquired Entities either involving more than $50,000 (individually or in the aggregate) or outside the Ordinary Course of Business.
(u) No Acquired Entity has committed to any of the foregoing.
Appears in 1 contract
Sources: Merger Agreement (Aon Corp)
Subsequent Events. Except as set forth in Schedule 4.9SCHEDULE 4.8, since December 31, 2011, the Acquired Entities date of the most recent Financial Statements which include a balance sheet (the "BALANCE SHEET DATE") each of the Partnerships have operated in the Ordinary Course ordinary course of Business and, as of the date hereof business and there have has not been no events, series of events or the lack of occurrence thereof which, singularly or in the aggregate could reasonably be expected any material adverse change with respect to have a Material Adverse Effect on any Acquired EntityPartnership. Without limiting the foregoing, since that date, none of the following have occurred:
(a) No Acquired Entity neither Partnership has sold, leased, transferred, or assigned any assets other than for a fair consideration in the Ordinary Course ordinary course of Business and sales of assets not exceeding $15,000 singularly or $100,000 in the aggregate.business;
(b) No Acquired Entity neither Partnership has entered into any Contract contract or agreement (or series of related Contracts) contracts or agreements), or any amendment or modification of any contract or agreement, either involving more than $20,000 50,000 or outside the Ordinary Course ordinary course of Business.business;
(c) No no Encumbrance has been imposed upon any assets of any Acquired Entity.the Properties;
(d) No Acquired Entity neither Partnership has made any capital expenditure (or series of related capital expenditures) involving more than $20,000 25,000 individually, $100,000 50,000 in the aggregate, or outside the Ordinary Course ordinary course of Business.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 neither Partnership has issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any Liability liability for borrowed money or capitalized lease Contract either involving more than $15,000 individually or $100,000 in the aggregate.lease;
(gf) No Acquired Entity neither Partnership has delayed or postponed the payment of accounts payable or other Liabilities either involving more than $50,000 (individually or in the aggregate) or liabilities outside the Ordinary Course ordinary course of Business.business;
(hg) No Acquired Entity neither Partnership has canceled, compromised, waived, or released any Action claim or cause of action (or series of related Actionsclaims or causes of action) either involving more than $50,000 or outside the Ordinary Course ordinary course of Business.business;
(ih) No Acquired Entity has granted any Contracts or any rights under or with respect to any Intellectual Property.
(j) There there has been no change made or authorized to be made to the Organizational Documents of any Acquired Entity.either Partnership;
(ki) No Acquired Entity neither Partnership has issued, sold, or otherwise disposed of any of its Equity Interests.limited or general partner interests;
(lj) No Acquired Entity neither Partnership has declared, set aside, or paid any dividend or made any distribution with respect to its Equity Interests limited and general partner interests (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its Equity Interests (other than dividends and other transactions solely among the Acquired Entities).limited or general partner interests;
(mk) No Acquired Entity neither Partnership has experienced any damage, destruction, or loss (whether or not covered by insurance) to its properties.Properties in excess of $25,000;
(nl) No Acquired Entity neither Partnership has made any loan to, or entered into any other transaction with, any of its directors, officers, employees or employees.Affiliates;
(om) No Acquired Entity neither Partnership has entered into any employment, collective bargaining, or similar Contract contract or modified the terms of any existing such Contract.contract;
(pn) No Acquired Entity neither Partnership has committed to pay any bonus or granted any increase in the base compensation (i) of any director or director, officer, or an employee who thereof that is also a Seller or an Affiliate of a Seller thereof, or (ii) outside of the Ordinary Course ordinary course of Businessbusiness, of any of its other employees.;
(qo) No Acquired Entity neither Partnership has adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or similar Contract contract for the benefit of any of its directors, officers, or employees (or taken any such action with respect to any other Employee Benefit Plan).employees;
(rp) No Acquired Entity neither Partnership has made any other change in employment terms for (i) any officer or employee thereof that is a Seller or an Affiliate thereof thereof, or (ii) outside of the Ordinary Course ordinary course of Businessbusiness, any of its other directors, officers, or employees.;
(sq) No Acquired Entity neither Partnership has made or pledged to make any charitable or other capital contribution either involving more contribution;
(r) neither Partnership has discharged or satisfied any lien or paid any obligation or liability, absolute or contingent, other than $5,000 (individually or current liabilities incurred and paid in the aggregateordinary course of business and consistent with past practices;
(s) neither Partnership has made any material change in any of the accounting principles followed by it or outside the Ordinary Course method of Business.applying such principles;
(t) There neither Partnership has made any change in any material Tax election or the manner Taxes are reported;
(u) there has not been any other occurrence, event, incident, action, failure to act, or transaction with respect to the Acquired Entities Partnerships either involving more than $50,000 25,000 (individually or in the aggregate) or outside the Ordinary Course ordinary course of Business.business; and
(uv) No Acquired Entity neither Partnership has committed to any of the foregoing.
Appears in 1 contract
Sources: Securities Purchase Agreement (Amen Properties Inc)
Subsequent Events. Except as set forth in Schedule 4.9Section 5.11 of the Company Disclosure Schedule, since December 31, 2011the Balance Sheet Date, the Acquired Entities have operated in the Ordinary Course of Business and, as of the date hereof and 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 the Acquired EntityEntities taken as a whole. Without limiting the foregoing, since that datethe Balance Sheet Date, none of the following have occurred:
(a) There has been no amendment, alteration or modification in the terms of any currently outstanding Equity Interests of any Acquired Entity or any securities convertible into or exchangeable for such Equity Interests, including without limitation any reduction in the exercise or conversion price of any such rights or securities, any change to the vesting or acceleration terms of any such rights or securities, or any change to terms relating to the grant of any such rights or securities;
(b) Except as set forth in Section 5.11(b) of the Company Disclosure Schedule, no Acquired Entity has issued, sold, or otherwise disposed of any of its Equity Interests;
(c) There has not been any material closure, shut down, merger or elimination of any of the Veterinary Hospitals, offices, facilities or any other change in the character of the Company, or the properties or assets of the Acquired Entities;
(d) No Acquired Entity has experienced any material damage, destruction or loss with respect to any of its properties or assets, whether or not covered by insurance;
(e) No Acquired Entity has suffered any taking or seizure of all or any part of its properties or assets by condemnation or eminent domain;
(f) Except as set forth in Section 5.11(f) of the Company Disclosure Schedule, no Acquired Entity has sold, leased, transferred, or assigned any assets other material to the business of such Acquired Entity;
(g) No Acquired Entity has cancelled, compromised, waived or released any Action (or series of related Actions) either involving more than for a fair consideration $15,000 or outside the Ordinary Course of Business;
(h) No Acquired Entity has granted any Contracts or any rights under or with respect to any Intellectual Property, except in the Ordinary Course of Business and sales of assets not exceeding $15,000 singularly or $100,000 in the aggregate.Business;
(bi) No Except as set forth in Section 5.11(i) of the Company Disclosure Schedule, no Acquired Entity has entered into any Contract (or series of related Contracts) either involving more than $20,000 15,000 or outside the Ordinary Course of Business., without the prior approval in writing of Parent;
(cj) No Encumbrance has been imposed upon any assets Except as set forth in Section 5.11(j) of any Acquired Entity.
(d) No the Company Disclosure Schedule, no Acquired Entity has made or committed to make any capital expenditure (or series of related capital expenditures) involving more than $20,000 15,000 individually, $100,000 in the aggregate, or outside the Ordinary Course of Business.
(ek) Except as set forth in Section 5.11(k) of the Company Disclosure Schedule, no Acquired Entity has paid or committed to pay any bonus or granted any increase in the base compensation (i) of any director or officer of the Company, or (ii) outside of the Ordinary Course of Business, of any of its other employees;
(l) Except as set forth in Section 5.11(l) of the Company Disclosure Schedule, no Acquired Entity has entered into any employment (other than at-will employment arrangements terminable without the payment of any severance or other non-statutory obligation), collective bargaining, or similar Contract or modified the terms of any such existing Contract;
(m) No Acquired Entity has made any other change in employment terms (i) of any director or officer of the Company, or (ii) outside of the Ordinary Course of Business, of any of its other employees;
(n) Except as set forth in Section 5.11(n) of the Company Disclosure Schedule, no Acquired Entity has made any loan to, or entered into any other transaction with, any of its directors, officers, or employees;
(o) No Acquired Entity has adopted, amended, modified, terminated or increased the payments, or benefits under, any Company Plan;
(p) No Acquired Entity has entered into, terminated or received notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit or similar Contract to which such Acquired Entity is a party that is material to the business of such Acquired Entity, or (ii) any Contract or transaction involving a total remaining commitment by such Acquired Entity of at least $15,000;
(q) Except as set forth in Section 5.11(q) of the Company Disclosure Schedule, no Acquired Entity has received written notification or other written communication from any landlord, insurance company, material customer or material supplier of an intention to discontinue or change in a material respect the terms of its relationship with such Acquired Entity and, to the Knowledge of the Company, no such Person has Threatened to discontinue or change in a material respect the terms of its relationship with such Acquired Entity;
(r) No Encumbrance, other than Permitted Encumbrances, has been imposed on any of the material assets of any Acquired Entity;
(s) Except as set forth in Section 5.11(s) of the Company Disclosure Schedule, there has not been any material change in accounting methods used by the Company, except for any such change required because of a concurrent change in GAAP;
(t) 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 15,000 singularly, $100,000 in the aggregate, or outside the Ordinary Course of Business.;
(fu) No Except as set forth in Section 5.11(u) of the Company Disclosure Schedule, 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 10,000 singularly or $100,000 50,000 in the aggregate.;
(gv) No Acquired Entity has waived any right, forgiven any debt or released any claim relating to the business of any Acquired Entity;
(w) Except as set forth in Section 5.11(w) of the Company Disclosure Schedule, and except in the Ordinary Course of Business, there has not been any amendment or termination of any Contract set forth in Section 5.18(a) of the Company Disclosure Schedule or any waiver, release or assignment of any material rights or claims thereunder;
(x) There has not been any failure to operate, maintain, repair or otherwise preserve the real property or the personal property owned or leased by any Acquired Entity consistent with past practice and in compliance in all material respects with all applicable Laws and requirements of all applicable Contracts;
(y) Except as set forth in Section 5.11(y) of the Company Disclosure Schedule, no Acquired Entity has delayed or postponed the payment of for more than ninety (90) days to any vendor with respect to any accounts payable payables or other Liabilities liabilities owing to such vendor either involving more than $50,000 10,000 (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.
(jz) There has been no change in the manner of collection of the accounts receivable;
(aa) No Acquired Entity has made or authorized to be made revoked any material tax election, except as required by applicable Law.
(bb) There has been no amendment, modification or change (or authorization thereof) to the Organizational Documents of any Acquired Entity.;
(kcc) Except as set forth in Section 5.11(cc) of the Company Disclosure Schedule, no Acquired Entity has made any payment on any Debt prior to the date such payment was due;
(dd) Except as set forth in Section 5.11(dd) of the Company Disclosure Schedule, no Acquired Entity has changed, or permitted any change, in the operating hours or any Veterinary Hospital or the hours to be worked by any veterinarian at any Veterinary Hospital
(ee) No Acquired Entity has issued, sold, or otherwise disposed of failed to maintain any of its Equity Interests.
(l) No Acquired Entity has declared, set aside, or paid any dividend or made any distribution with respect the Permits required by it to its Equity Interests (whether operate in cash or in kind) or redeemed, purchased, or otherwise acquired any of its Equity Interests (other than dividends and other transactions solely among the Acquired Entities).
(m) No Acquired Entity has experienced any damage, destruction, or loss (whether or not covered by insurance) to its properties.
(n) No Acquired Entity has made any loan to, or entered into any other transaction with, any of its directors, officers, or employees.
(o) No Acquired Entity has entered into any employment, collective bargaining, or similar Contract or modified the terms of any existing such Contract.
(p) No Acquired Entity has committed to pay any bonus or granted any increase in the base compensation (i) of any director or officer, or an employee who is also a Seller or an Affiliate of a Seller or (ii) outside of the Ordinary Course of Business, of any of its other employees.
(qff) No Acquired Entity has adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or similar Contract for the benefit of any of its directors, officers, or employees (or taken any such action with respect to any other Employee Benefit Plan).
(rExcept as set forth in Section 5.11(ff) No Acquired Entity has made any other change in employment terms for (i) any officer or employee thereof that is a Seller or an Affiliate thereof or (ii) outside of the Ordinary Course of BusinessCompany Disclosure Schedule, any of its other directors, officers, or employees.
(s) No Acquired Entity has made or pledged to make any charitable or other capital contribution either involving more than $5,000 (individually or in the aggregate) or outside the Ordinary Course of Business.
(t) There there has not been any other occurrenceamendment, eventtermination or expiration of any Facility Lease or any waiver, incident, action, failure to act, release or transaction with respect to the Acquired Entities either involving more than $50,000 (individually assignment of any material rights or in the aggregate) or outside the Ordinary Course of Business.claims thereunder; and
(ugg) No Acquired Entity has committed to any of the foregoing.
Appears in 1 contract
Subsequent Events. Except as set forth in Schedule 4.95.9, since December 31, 2011, the Acquired date of the most recent UFEN SEC Document the UFEN Entities have operated in the Ordinary Course of Business and, as of the date hereof hereof, there have been no events, series of events or the lack of occurrence thereof which, singularly or in the aggregate aggregate, could reasonably be expected to have a Material Adverse Effect on any Acquired UFEN Entity. Without limiting the foregoing, since that date, none of the following have has occurred:
(a) No Acquired UFEN 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 have not exceeding exceeded $15,000 250,000 singularly or $100,000 500,000 in the aggregate.
(b) No Acquired UFEN Entity has entered into any Contract (or series of related Contracts) either involving more than $20,000 250,000 or outside the Ordinary Course of Business.
(c) No Encumbrance has been imposed upon any assets of any Acquired UFEN Entity.
(d) No Acquired UFEN 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 UFEN 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 UFEN 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 $15,000 100,000 individually or $100,000 250,000 in the aggregate.
(g) No Acquired UFEN Entity has delayed or postponed the payment of accounts payable or other Liabilities either involving more than $50,000 500,000 (individually or in the aggregate) or outside the Ordinary Course of Business.
(h) No Acquired UFEN Entity has canceled, compromised, waived, or released any Action (or series of related Actions) either involving more than $50,000 250,000 or outside the Ordinary Course of Business.
(i) No Acquired UFEN 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 UFEN Entity.
(k) No Acquired UFEN Entity has issued, sold, or otherwise disposed of any of its Equity Interests.
(l) No Acquired UFEN Entity has declared, set aside, or paid any dividend or made any distribution with respect to its Equity Interests (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its Equity Interests (other than dividends and other transactions solely among the Acquired UFEN Entities).
(m) No Acquired UFEN Entity has experienced any damage, destruction, or loss involving more than $100,000 (whether or not covered by insurance) to its properties.
(n) No Acquired UFEN Entity has made any loan to, or entered into any other transaction with, any of its directors, officers, or employees.
(o) No Acquired UFEN Entity has entered into any employment, collective bargaining, or similar Contract or modified the terms of any existing such Contract.
(p) No Acquired UFEN Entity has committed to pay any bonus or granted any increase in the base compensation (i) of any director or officer, or an employee who is also a Seller or an Affiliate of a Seller or (ii) outside of the Ordinary Course of Business, of any of its other employees.
(q) No Acquired UFEN Entity has adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or similar Contract for the benefit of any of its directors, officers, or employees (or taken any such action with respect to any other Employee Benefit Plan)) outside of the Ordinary Course of Business.
(r) No Acquired UFEN Entity has made any other change in employment terms for (i) any officer or employee thereof that is a Seller or an Affiliate thereof or (ii) outside of the Ordinary Course of Business, any of its other directors, officers, or employeesemployees outside of the Ordinary Course of Business.
(s) No Acquired UFEN Entity has made or pledged to make any charitable or other capital contribution either involving more than $5,000 100,000 (individually or in the aggregate) or outside the Ordinary Course of Business.
(t) There has not been any other occurrence, event, incident, action, failure to act, or transaction with respect to the Acquired UFEN Entities either involving more than $50,000 250,000 (individually or in the aggregate) or and outside the Ordinary Course of Business.
(u) No Acquired ; and no UFEN Entity has committed to any of the foregoing.
Appears in 1 contract
Sources: Mutual Stock Purchase Agreement (United Fuel & Energy Corp)
Subsequent Events. Except as set forth in Schedule 4.9, since December 31June 30, 2011, 2010 through the Acquired Entities have date of this Agreement the Company has operated in the Ordinary Course of Business and, as of the date hereof and there have been no events, series of events or the lack of occurrence thereof which, singularly individually or in the aggregate could reasonably be expected to have a Material Adverse Effect on any Acquired Entitythe Company. Without limiting the foregoing, since that dateJune 30, 2010 through the date of this Agreement, none of the following have occurred:
(a) No Acquired Entity The Company has not 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 25,000 individually or $100,000 50,000 in the aggregate.
(b) No Acquired Entity The Company has not entered into any Contract (or series of related Contracts) either involving more than $20,000 25,000 or outside the Ordinary Course of Business.
(c) No Encumbrance has been imposed upon any assets of any Acquired Entitythe Company.
(d) No Acquired Entity The Company has not made any capital expenditure (or series of related capital expenditures) involving more than $20,000 25,000 individually, $100,000 50,000 in the aggregate, or outside the Ordinary Course of Business.
(e) No Acquired Entity The Company has not 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 singularly25,000 individually, $100,000 50,000 in the aggregate, or outside the Ordinary Course of Business.
(f) No Acquired Entity 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 Contract either involving more than $15,000 25,000 individually or $100,000 50,000 in the aggregate.
(g) No Acquired Entity The Company has not delayed or postponed the payment of accounts payable or other Liabilities either involving more than $50,000 25,000 (individually or in the aggregate) or outside the Ordinary Course of Business.
(h) No Acquired Entity The Company has not canceled, compromised, waived, or released any Action (or series of related Actions) either involving more than $50,000 25,000 or outside the Ordinary Course of Business.
(i) No Acquired Entity The Company has not 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 Entitythe Company.
(k) No Acquired Entity The Company has not issued, sold, or otherwise disposed of any of its Equity Interests.
(l) No Acquired Entity The Company has not declared, set aside, or paid any dividend or made any distribution with respect to its Equity Interests (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its Equity Interests (other than dividends and other transactions solely among the Acquired Entities)Interests.
(m) No Acquired Entity The Company has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its properties.
(n) No Acquired Entity The Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, or employees.
(o) No Acquired Entity The Company has not entered into any employment, collective bargaining, or similar Contract or modified the terms of any existing such Contract.
(p) No Acquired Entity The Company has not committed to pay any bonus or granted any increase in the base compensation of or made any other change in employment terms of (i) of any director or officer, or an employee who is also a Seller Stockholder or an Affiliate of a Seller Stockholder, or (ii) outside of the Ordinary Course of Business, of any of its other employees.
(q) No Acquired Entity The Company has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or similar Contract for the benefit of any of its directors, officers, or employees (or taken any such action with respect to any other Employee Benefit Plan).
(r) No Acquired Entity The Company has made any other change in employment terms for (i) any officer or employee thereof that is a Seller or an Affiliate thereof or (ii) outside of the Ordinary Course of Business, any of its other directors, officers, or employees.
(s) No Acquired Entity has not made or pledged to make any charitable or other capital contribution either involving more than $5,000 25,000 (individually or in the aggregate) or outside the Ordinary Course of Business.
(ts) There The Company has not been any other occurrence, event, incident, action, failure to act, or transaction with respect to the Acquired Entities either involving more than $50,000 (individually or in the aggregate) or outside the Ordinary Course of Business.
(u) No Acquired Entity has committed to any of the foregoing.
Appears in 1 contract
Subsequent Events. Except as set forth in Schedule 4.9, since December 31, 2011, Since the Acquired Entities have operated in the Ordinary Course of Business and, as of Interim Balance Sheet Date to the date hereof there have been no eventshereof, 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 except as provided on any Acquired Entity. Without limiting the foregoing, since that date, none of the following have occurred:Schedule 5.2(i):
(ai) No Acquired Entity no Company has sold, leased, transferred, assigned or assigned relocated outside the Seller Facilities or the New Seller Facilities any assets of its assets, other than for a fair consideration inventory sold in the Ordinary Course ordinary course of Business business consistent with past custom and sales of assets not exceeding $15,000 singularly or $100,000 in the aggregate.practice;
(bii) No Acquired Entity no Company has entered into amended adversely to such Company or terminated any Material Contract (or series of related Contracts) either involving more than $20,000 or outside the Ordinary Course of Business.Lease;
(ciii) No no Encumbrance has been imposed upon any of the assets or properties of any Acquired Entity.Company other than Permitted Encumbrances;
(div) No Acquired Entity no Company has experienced any material damage, destruction, or loss (whether or not covered by insurance) of the assets or properties of such Company or the Seller Facilities or the New Seller Facilities;
(v) no Company has entered into any collective bargaining or similar contract or modified the terms of any such existing contract;
(vi) no Company has canceled, compromised, waived, or released any Action (or series of related Actions) made by or against it either involving more than $10,000 individually or $25,000 in the aggregate;
(vii) no Company has made any capital expenditure (or series of related capital expenditures) either involving more than $20,000 individually, 50,000 individually or $100,000 250,000 in the aggregate;
(viii) no Company has declared, set aside, or outside the Ordinary Course paid any dividend or made any other distribution with respect to its Equity Interests (excluding cash dividends) or redeemed, repurchased, or otherwise acquired any of Business.its outstanding Equity Interests;
(eix) No Acquired Entity no Company has made or pledged to make any capital investment in, any loan to, charitable or any acquisition of the securities or assets of, any other Person contribution either involving more than $20,000 singularly, 2,000 individually or $100,000 5,000 in the aggregate, or outside the Ordinary Course of Business.,;
(fx) No Acquired Entity no Company 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 lease, except under credit facilities in effect as of the date hereof and for the creation of customary trade payables of such Company in the aggregate.ordinary course of business;
(gxi) No Acquired Entity no Company has delayed made any material change in its accounting practices, policies or postponed the payment procedures, made any material adjustment to its books and records, or recharacterized any of accounts payable its assets or other Liabilities either involving more than $50,000 Liabilities;
(individually xii) no Company has committed to pay any increase in bonus or granted severance or termination pay or any increase in the aggregate) base compensation or outside the Ordinary Course of Business.fringe benefits payable to any current or former director, manager, officer, employee, or consultant thereof;
(hxiii) No Acquired Entity no Company has canceledadopted, compromisedamended, waivedmodified, or released terminated any Action employment, bonus, profit-sharing, incentive, severance, change in control or similar Contract for the benefit of any of its current or former directors, managers, officers, employees or consultants (or series of related Actions) either involving more than $50,000 or outside the Ordinary Course of Business.
(i) No Acquired Entity has granted taken any Contracts or any rights under or such action with respect to any Intellectual Property.other Company Benefit Plan);
(jxiv) 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 Interests (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its Equity Interests (other than dividends and other transactions solely among the Acquired Entities).
(m) No Acquired Entity has experienced any damage, destruction, or loss (whether or not covered by insurance) to its properties.
(n) No Acquired Entity Company has made any loan or advance to, or entered into any other transaction with, any of its current or former directors, managers, officers, or employees.
(o) No Acquired Entity has entered into any employment, collective bargaining, or similar Contract or modified the terms of consultants, any existing such Contract.
(p) No Acquired Entity has committed to pay any bonus or granted any increase in the base compensation (i) of any director or officer, or an employee who is also a Seller or an any Affiliate of a Seller Seller;
(xv) no Company has granted any license or (ii) outside of the Ordinary Course of Business, sublicense of any of its other employees.
(q) No Acquired Entity has adopted, amended, modified, rights under or terminated any bonus, profit-sharing, incentive, severance, or similar Contract for the benefit of any of its directors, officers, or employees (or taken any such action with respect to any other Employee Benefit Plan).Intellectual Property except in the ordinary course of business; and
(rxvi) No Acquired Entity has made any other change in employment terms for (i) any officer or employee thereof that is a Seller or an Affiliate thereof or (ii) outside of the Ordinary Course of Business, any of its other directors, officers, or employees.
(s) No Acquired Entity has made or pledged to make any charitable or other capital contribution either involving more than $5,000 (individually or in the aggregate) or outside the Ordinary Course of Business.
(t) There has not been any other occurrence, event, incident, action, failure to act, or transaction with respect to the Acquired Entities either involving more than $50,000 (individually or in the aggregate) or outside the Ordinary Course of Business.
(u) No Acquired Entity no Company has committed to do any of the foregoing.
Appears in 1 contract
Sources: Stock Purchase Agreement (Mattress Firm Holding Corp.)
Subsequent Events. Except as set forth in on Schedule 4.9, since December 31, 2011, the Balance Sheet Date the Acquired Entities have operated in the Ordinary Course of Business and, as of the date hereof of this Agreement, there have been no events, series of events or the lack of occurrence thereof whichthat, singularly or in the aggregate could reasonably be expected to aggregate, have had a Material Adverse Effect on any Acquired EntityEffect. Without limiting the foregoing, except as set forth on Schedule 4.9 and Schedule 4.13(a)(iv), since that the Balance Sheet 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 have not exceeding exceeded $15,000 150,000 singularly or $100,000 300,000 in the aggregate.
(b) No Acquired Entity has entered into into, terminated or modified any Contract (or series of related Contracts) either involving more than $20,000 200,000 or outside the Ordinary Course of Business.
(c) No Other than the Permitted Encumbrances, 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 $20,000 150,000 individually, $100,000 300,000 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 singularly150,000 individually, $100,000 300,000 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 liability for borrowed money or capitalized lease Contract either involving more than $15,000 100,000 individually or $100,000 200,000 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 $100,000 in the aggregate) 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 $50,000 150,000 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 PropertyProperty outside the Ordinary Course of Business.
(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 Interests (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its Equity Interests (other than dividends and other transactions solely among the Acquired Entities).
(m) No Acquired Entity has experienced any damage, destruction, or loss (whether or not covered by insurance) to its properties.
(n) No Acquired Entity has made any loan to, or entered into any other transaction with, any of its Affiliates, directors, officers, or employees.
(o) No Acquired Entity has entered into any employment, collective bargaining, or similar Contract or modified the terms of any existing such Contract.
(p) No Acquired Entity has committed to pay any bonus or granted any increase in the base compensation (i) of any director or officer, or an employee who is also a Seller or an Affiliate of a Seller or (ii) outside of the Ordinary Course of Business, of any of its other employees.
(q) No Acquired Entity has adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or similar Contract for the benefit of any of its directors, officers, or employees (or taken any such action with respect to any other Employee Benefit Plan).
(r) No Acquired Entity has made any other change in employment terms for (i) any officer or employee thereof that is a Seller or an Affiliate thereof or (ii) outside of the Ordinary Course of Business, any of its other directors, officers, or employees.
(sq) No Acquired Entity has made or pledged to make any charitable or other capital contribution either involving more than $5,000 50,000 (individually or in the aggregate) or outside the Ordinary Course of Business.
(tr) There has not been any other occurrence, event, incident, action, failure to act, or transaction with respect to the Acquired Entities either involving more than $50,000 (150,000 individually or $300,000 in the aggregate) aggregate or outside the Ordinary Course of Business.
(s) No Acquired Entity has granted any increase in the base compensation of any of its directors, officers or employees outside of the Ordinary Course of Business.
(t) No Acquired Entity has made any other material change in employment terms for any of its directors, officers, or employees outside of the Ordinary Course of Business.
(u) Excluding intercompany transactions permitted or required by Sections 5.8 and 5.10, no Acquired Entity has discharged any material obligations or assets outside the Ordinary Course of Business, and no Acquired Entity has granted a waiver or consent with respect to a provision of any Franchise Agreement regarding a counter-party’s obligation to make payments of royalty fees, contributions to any marketing fund or expenditures for advertising purposes.
(v) No Acquired Entity has committed to any of the foregoing. Notwithstanding anything to the contrary set forth in this Agreement, the Company shall not be required, and shall not be in Breach of this Section 4.9 for failure, to schedule any of the matters described in this Agreement that are outside the Ordinary Course of Business if the aggregate of all such occurrences, events, incidents, actions, failures to act, or other transactions with respect to the Acquired Entities aggregate $500,000 or less.
Appears in 1 contract
Sources: Stock Purchase Agreement (Wendys International Inc)
Subsequent Events. Except as set forth in Schedule 4.9, since December 31, 2011, the Acquired Entities have Balance Sheet Date the Company has operated in the Ordinary Course of Business and, as of the date hereof 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 Entitythe Company. Without limiting the foregoingforegoing and except as set forth in Schedule 4.9, since that date, none of the following have occurred:
(a) No Acquired Entity The Company has not 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 20,000 singularly or $100,000 50,000 in the aggregate.
(b) No Acquired Entity The Company has not entered into any Contract (or series of related Contracts) either involving more than $20,000 10,000 or outside the Ordinary Course of Business.
(c) No Encumbrance has been imposed upon any assets of any Acquired Entitythe Company.
(d) No Acquired Entity The Company has not made any capital expenditure (or series of related capital expenditures) involving more than $20,000 individually, $100,000 50,000 in the aggregate, or outside the Ordinary Course of Business.
(e) No Acquired Entity The Company has not 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 10,000 singularly, $100,000 50,000 in the aggregate, or outside the Ordinary Course of Business.
(f) No Acquired Entity 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 Contract either involving more than $15,000 10,000 individually or $100,000 50,000 in the aggregate.
(g) No Acquired Entity The Company has not 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 BusinessLiabilities.
(h) No Acquired Entity The Company has not 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 The Company has not 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 Entitythe Company.
(k) No Acquired Entity The Company has not issued, sold, or otherwise disposed of any of its Equity Interests.
(l) No Acquired Entity The Company has not declared, set aside, or paid any dividend or made any distribution with respect to its Equity Interests (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its Equity Interests (other than dividends and other transactions solely among the Acquired Entities)Interests.
(m) No Acquired Entity The Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its properties.
(n) No Acquired Entity The Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, or employees.
(o) No Acquired Entity The Company has not entered into any employment, collective bargaining, or similar Contract or modified the terms of any existing such Contract.
(p) No Acquired Entity The Company has not committed to pay any bonus or granted any increase in the base compensation (i) of any director or officer, or an employee who is also a Seller or an Affiliate of a Seller or (ii) outside of the Ordinary Course of Business, of any of its other employeesemployee.
(q) No Acquired Entity The Company has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or similar Contract for the benefit of any of its directors, officers, or employees (or taken any such action with respect to any other Employee Benefit Plan).
(r) No Acquired Entity The Company has not made any other change in employment terms for (i) any officer or employee thereof that is a Seller or an Affiliate thereof or (ii) outside of the Ordinary Course of Business, any of its other directors, officers, or employeesthereof.
(s) No Acquired Entity The Company has not made or pledged to make any charitable or other capital contribution either involving more than $5,000 1,000 (individually or in the aggregate) or outside the Ordinary Course of Business.
(t) There has not been any other occurrence, event, incident, action, failure to act, or transaction with respect to the Acquired Entities Company either involving more than $50,000 20,000 (individually or in the aggregate) or outside the Ordinary Course of Business.
(u) No Acquired Entity The Company has not committed to any of the foregoing.
Appears in 1 contract
Subsequent Events. Except as set forth in Schedule 4.9SCHEDULE 6.9, since December 31the Balance Sheet Date, 2011, the each Acquired Entities have Entity and Trust has operated in the Ordinary Course of Business and, as of the date hereof 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 aggregate, have had a Material Adverse Effect on any Acquired EntityEffect. Without limiting the foregoing, except as set forth in SCHEDULE 6.9, since that datethe Balance Sheet Date, none of the following have occurred:
(a) No Neither Trust nor any 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 have not exceeding exceeded $15,000 25,000 singularly or $100,000 50,000 in the aggregate.
(b) No Trust has not sold, leased, transferred, or assigned any Purchased Assets.
(c) Neither Trust nor any Acquired Entity has entered into any Contract (or series of related Contracts) either involving more than $20,000 30,000 or outside the Ordinary Course of Business.
(cd) No Encumbrance Security Interest has been imposed upon any assets of any Acquired EntityEntity or Trust.
(de) No Neither Trust nor any Acquired Entity has made any capital expenditure (or series of related capital expenditures) involving more than $20,000 25,000 individually, $100,000 50,000 in the aggregate, or outside the Ordinary Course of Business.
(ef) No Neither Trust nor any 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 25,000 singularly, $100,000 50,000 in the aggregate, or outside the Ordinary Course of Business.
(fg) No Neither Trust nor any 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 30,000 in the aggregate.
(gh) No Neither Trust nor any Acquired Entity has delayed or postponed the payment of accounts payable or other Liabilities either involving more than $50,000 (individually or 15,000 singularly, $30,000 in the aggregate) , or outside the Ordinary Course of Business.
(hi) No Neither Trust nor any Acquired Entity has canceled, compromised, waived, or released any Action (or series of related Actions) either involving more than $50,000 15,000 or outside the Ordinary Course of Business.
(ij) No Neither Trust nor any Acquired Entity nor any of their respective Affiliates, customers, or licensees has granted granted, or has become party to any Contracts or granting, any rights under or with respect to any Intellectual Property.
(jk) There has been no change made or authorized to be made to the Organizational Documents of any Acquired EntityEntity or Trust.
(kl) No Acquired Entity has issued, sold, or otherwise disposed of any of its Equity Interests.
(lm) No Acquired Entity has declared, set aside, or paid any dividend or made any distribution with respect to its Equity Interests (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its Equity Interests (other than dividends and other transactions solely among the Acquired Entities)Interests.
(mn) No Neither Trust nor any Acquired Entity has experienced any damage, destruction, or loss (whether or not covered by insurance) to its propertiesproperties involving more than $25,000 singularly or $50,000 in the aggregate.
(no) No Neither Trust nor any Acquired Entity has made any loan to, or entered into any other transaction with, any of its directors, officers, employees, trustees, or employeesbeneficiaries.
(op) No Acquired Entity has entered into any employment, collective bargainingbargaining Contract, or similar any employment Contract not terminable by the Acquired Entity upon no more than sixty (60) days notice at no cost to the Acquired Entity, or modified the terms of any such existing such Contract.
(pq) No Acquired Entity has committed to pay any bonus or granted any increase in the base compensation (i) of any director or officer, or an employee who is also a Seller or an Affiliate of a Seller Seller, or (ii) outside of the Ordinary Course of Business, of any of its other employees.
(qr) No Acquired Entity has adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or similar Contract for the benefit of any of its directors, officers, or employees (or taken any such action with respect to any other Employee Benefit Plan).
(rs) No Acquired Entity has made any other change in employment terms for (i) any officer of its officers, directors or employee thereof that is a Seller or an Affiliate thereof or (ii) employees outside of the Ordinary Course of Business, any of its other directors, officers, or employees.
(st) No Acquired Entity has made or pledged to make any charitable or other capital contribution either involving more than $5,000 (individually or in the aggregate) or outside the Ordinary Course of Business.
(t) There has not been any other occurrence, event, incident, action, failure to act, or transaction with respect to the Acquired Entities either involving more than $50,000 15,000 (individually or in the aggregate) or outside the Ordinary Course of Business.
(u) No Neither Trust nor any Acquired Entity has committed to any of the foregoing.
Appears in 1 contract
Sources: Stock and Asset Purchase Agreement (Tarrant Apparel Group)
Subsequent Events. Except Since September 30, 2002, no Material Adverse Effect has occurred and, except as set forth in on 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:4.8,
(a) No Acquired Entity Seller has conducted the Business only in the ordinary course and in a manner consistent with past custom and practice;
(b) Seller has not made any change in its accounting methods, principles, or practices;
(c) Seller has not revalued any assets of the Business, including writing down the value of inventory or writing off notes or accounts receivable, other than in the ordinary course of business consistent with past custom and practice;
(d) Seller has not sold, leased, transferred, assigned, or assigned otherwise disposed of any assets of the Business, tangible or intangible, other than for a fair consideration in the Ordinary Course ordinary course of Business Seller’s business consistent with past custom and sales of assets not exceeding $15,000 singularly or $100,000 in the aggregate.practice;
(be) No Acquired Entity Seller has not entered into any Contract (agreement, contract, lease, or series of related Contracts) either involving more than $20,000 or license relating to the Business outside the Ordinary Course ordinary course of Business.Seller’s business consistent with past custom and practice, except as contemplated by this Agreement;
(cf) No Encumbrance Seller has been not accelerated, terminated, modified, or cancelled any material agreement, contract, lease, or license relating to the Business;
(g) Seller has not imposed any Lien upon any assets of any Acquired Entity.the Business, tangible or intangible, other than Permitted Liens;
(dh) No Acquired Entity Seller has not made any capital expenditure (or series of related capital expenditures) relating to the Business involving more than $20,000 individually, $100,000 in the aggregate, or outside the Ordinary Course of Business.50,000;
(ei) No Acquired Entity Seller has not made any capital investment in, any loan or advance to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) relating to the Business involving more than $20,000 singularly, $100,000 in the aggregate, or outside the Ordinary Course of Business.50,000;
(fj) No Acquired Entity Seller has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any Liability indebtedness for borrowed money or capitalized lease Contract either involving more than $15,000 individually or $100,000 in the aggregate.obligation;
(gk) No Acquired Entity Seller has not materially delayed or materially postponed the payment of accounts payable or other Liabilities either involving more than $50,000 (individually or in liabilities relating to the aggregate) or outside the Ordinary Course of Business.;
(hl) No Acquired Entity Seller has cancelednot cancelled, compromised, waived, or released any Action right or claim (or series of related Actionsrights and claims) either relating to the Business involving more than $50,000 or outside the Ordinary Course of Business.50,000;
(im) No Acquired Entity Seller has not granted any Contracts license or sublicense of any rights under or with respect to any Intellectual Property.Property relating to the Business;
(jn) There Seller 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 Interests (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its Equity Interests (other than dividends and other transactions solely among the Acquired Entities).
(m) No Acquired Entity has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its properties.
(n) No Acquired Entity has made any loan to, or entered into any other transaction with, any of its directors, officers, or employees.property relating to the Business having a value greater than $50,000;
(o) No Acquired Entity Seller has entered into any employment, collective bargaining, or similar Contract or modified the terms of any existing such Contract.
(p) No Acquired Entity has committed to pay any bonus or not granted any increase in the base compensation (i) of any director independent contractors or officer, or an employee who is also a Seller or an Affiliate of a Seller or (ii) outside employees of the Ordinary Course Business other than in the ordinary course of Business, of any of its other employees.Seller’s business consistent with past custom and practice;
(qp) No Acquired Entity Seller has not adopted, amended, modified, or terminated any Employee Plan or Compensation Arrangement (including any bonus, profit-sharing, incentive, severance, termination, change of control or similar Contract other plan, contract, or commitment for the benefit of any of its directors, officers, or employees (or taken any such action with respect to any other Employee Benefit Planemployees).;
(rq) No Acquired Entity Seller has not made any other change in employment terms or engagement terms for (i) any officer independent contractors or employee thereof that is a Seller or an Affiliate thereof or (ii) outside employees of the Ordinary Course Business other than in the ordinary course of Business, any of its other directors, officers, or employees.Seller’s business consistent with past custom and practice; and
(sr) No Acquired Entity has made or pledged to make any charitable or other capital contribution either involving more than $5,000 (individually or in the aggregate) or outside the Ordinary Course of Business.
(t) There Seller has not been any other occurrence, event, incident, action, failure to act, or transaction with respect to the Acquired Entities either involving more than $50,000 (individually or in the aggregate) or outside the Ordinary Course of Business.
(u) No Acquired Entity has committed to do any of the foregoing.
Appears in 1 contract
Subsequent Events. Except as set forth in Schedule 4.9, since December 31, 2011, the Acquired Entities have Balance Sheet Date the Company has operated in the Ordinary Course of Business and, as of the date hereof and 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 Entitythe Company. Without limiting the foregoing, since that date, none of the following have occurred:
(a) No Acquired Entity The Company has not 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 10,000 singularly or $100,000 25,000 in the aggregate.. * TEXT OMITTED AND FILED SEPARATELY. CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. SECTIONS 200.80(b)(4) 200.83 AND 240.24b-2
(b) No Acquired Entity The Company has not entered into any Contract (or series of related Contracts) either involving more than $20,000 10,000 or outside the Ordinary Course of Business.
(c) No Encumbrance has been imposed upon any assets of any Acquired Entitythe Company.
(d) No Acquired Entity The Company has not made any capital expenditure (or series of related capital expenditures) involving more than $20,000 10,000 individually, $100,000 25,000 in the aggregate, or outside the Ordinary Course of Business.
(e) No Acquired Entity The Company has not 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 10,000 singularly, $100,000 25,000 in the aggregate, or outside the Ordinary Course of Business.
(f) No Acquired Entity 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 Contract either involving more than $15,000 10,000 individually or $100,000 25,000 in the aggregate.
(g) No Acquired Entity The Company has not delayed or postponed the payment of accounts payable or other Liabilities either involving more than $50,000 10,000 (individually or in the aggregate) or outside the Ordinary Course of Business.
(h) No Acquired Entity The Company has not canceled, compromised, waived, or released any Action (or series of related Actions) either involving more than $50,000 10,000 or outside the Ordinary Course of Business.
(i) No Acquired Entity The Company has not 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 Entitythe Company.
(k) No Acquired Entity The Company has not issued, sold, or otherwise disposed of any of its Equity Interests.
(l) No Acquired Entity The Company has not declared, set aside, or paid any dividend or made any distribution with respect to its Equity Interests (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its Equity Interests (other than dividends and other transactions solely among the Acquired Entities)Interests.
(m) No Acquired Entity The Company has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its properties.
(n) No Acquired Entity The Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, or employees.
(o) No Acquired Entity The Company has not entered into any employment, collective bargaining, or similar Contract or modified the terms of any existing such Contract.. * TEXT OMITTED AND FILED SEPARATELY. CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. SECTIONS 200.80(b)(4) 200.83 AND 240.24b-2
(p) No Acquired Entity The Company has not committed to pay any bonus or granted any increase in the base compensation (i) of any director or officer, or an employee who is also a Seller or an Affiliate of a Seller Stockholder, or (ii) outside of the Ordinary Course of Business, of any of its other employees.
(q) No Acquired Entity The Company has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or similar Contract for the benefit of any of its directors, officers, or employees (or taken any such action with respect to any other Employee Benefit Plan).
(r) No Acquired Entity The Company has not made any other change in employment terms for (i) any officer or employee thereof that is a Seller or an Affiliate thereof of the Stockholder, or (ii) outside of the Ordinary Course of Business, any of its other directors, officers, or employees.
(s) No Acquired Entity The Company has not made or pledged to make any charitable or other capital contribution either involving more than $5,000 10,000 (individually or in the aggregate) or outside the Ordinary Course of Business.
(t) There The Company has not been any other occurrence, event, incident, action, failure to act, or transaction with respect to the Acquired Entities either involving more than $50,000 (individually or in the aggregate) or outside the Ordinary Course of Business.
(u) No Acquired Entity has committed to any of the foregoing.
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Subsequent Events. Except as set forth in Schedule 4.94.7, since December 31as consented to by Buyer pursuant to Section 6.3, 2011or as otherwise contemplated herein, during the period from the Balance Sheet Date through the Closing, the Acquired Entities have been operated in the Ordinary Course ordinary course of Business and, as of the date hereof business and there have been no events, series of events or the lack of occurrence thereof which, singularly or in the aggregate aggregate, could reasonably be expected to have a Material Adverse Effect on any Acquired Entitythe Company. Without limiting the foregoing, since during that dateperiod, except as set forth in Schedule 4.7 or as otherwise contemplated herein, and except for events, series of events or the lack of occurrence thereof that could not reasonably be expected to have (singularly or in the aggregate) a Material Adverse Effect on the Company, none of the following have occurred:
(a) No no Acquired Entity has sold, leased, transferred, or assigned any assets other than for a fair consideration in the Ordinary Course ordinary course of Business and sales of assets not exceeding $15,000 singularly or $100,000 in the aggregate.business;
(b) No other than voyage charters of the type typically entered into by Company in the ordinary course of business and other than Contracts necessary to enable the Company to proceed with the scheduled 2007 drydocking of the Wind Spirit (copies of which will be promptly provided to Buyer), no Acquired Entity has entered into any Contract (or series of related Contracts) either involving more than $20,000 100,000 or that is outside the Ordinary Course ordinary course of Business.business;
(c) No no Encumbrance has been imposed upon any assets of any Acquired Entity.
Entity other than Permitted Encumbrances; (d) No other than capital expenditures necessary to enable the Company to proceed with the scheduled 2007 drydocking of the Wind Spirit, no Acquired Entity has made any capital expenditure (or series of related capital expenditures) involving more than $20,000 individually, $100,000 50,000 individually or in the aggregate, or outside the Ordinary Course of Business.;
(e) No 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.Person;
(f) No 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.Contract;
(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 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.50,000;
(ih) No no Acquired Entity has granted any Contracts or any rights under or with respect to any Intellectual Property., other than such rights as the Company ordinarily grants in the execution of routine sales and marketing agreements;
(ji) There there has been no change made or authorized to be made to the Organizational Documents of any Acquired Entity.
's Organizational Documents; (kj) No Acquired Entity has issued, sold, or otherwise disposed of any of its Equity Interests.
(l) No no Acquired Entity has declared, set aside, or paid any dividend or made any distribution with respect to its Equity Interests (whether in cash or in kind) ), or redeemed, purchased, or otherwise acquired any of its Equity Interests (other than except dividends and other transactions solely among the Acquired Entities).
(m) No Acquired Entity has experienced any damage, destruction, or loss (whether or not covered by insurance) to its properties.
(n) No Acquired Entity has made any loan to, or entered into any other transaction with, any of its directors, officers, or employees.
(o) No Acquired Entity has entered into any employment, collective bargaining, or similar Contract or modified the terms of any existing such Contract.
(p) No Acquired Entity has committed to pay any bonus or granted any increase in the base compensation (i) of any director or officer, or an employee who is also a Seller or an Affiliate of a Seller or (ii) outside of the Ordinary Course of Business, of any of its other employees.
(q) No Acquired Entity has adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or similar Contract for the benefit of any of its directors, officers, or employees (or taken any such action with respect to any other Employee Benefit Plan).
(r) No Acquired Entity has made any other change in employment terms for (i) any officer or employee thereof that is a Seller or an Affiliate thereof or (ii) outside of the Ordinary Course of Business, any of its other directors, officers, or employees.
(s) No Acquired Entity has made or pledged to make any charitable or other capital contribution either involving more than $5,000 (individually or in the aggregate) or outside the Ordinary Course of Business.
(t) There has not been any other occurrence, event, incident, action, failure to act, or transaction with respect to the Acquired Entities either involving more than $50,000 (individually or in the aggregate) or outside the Ordinary Course of Business.
(u) No Acquired Entity has committed to any of the foregoing.or;
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Subsequent Events. Except as set forth in Schedule 4.9Section 3.11 of the Company Disclosure Statement, in connection with the Corporate Conversion, or to the extent consented to in writing by Pegasus, since December 31September 30, 2011, 1997: (i) neither the Acquired Entities have operated in the Ordinary Course Company nor any 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 its Subsidiaries has sold, leased, transferred, transferred or assigned any assets other than for a fair consideration of the Assets except in the Ordinary Course of Business and sales of assets not exceeding $15,000 singularly Course; (ii) no third party has accelerated, terminated, modified or $100,000 in the aggregate.
(b) No Acquired Entity has entered into canceled any Contract material agreement, contract, lease or license (or series of related Contractsagreements, contracts, leases and licenses) either involving more than $20,000 relating to the Company, any of its Subsidiaries or outside the Ordinary Course Business; (iii) neither the Company nor any of Business.
(c) No its Subsidiaries has imposed or permitted the imposition of any Encumbrance has been imposed upon any assets of the material Assets; (iv) neither the Company nor 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 its Subsidiaries has made any capital investment in, any loan to, or any acquisition Acquisition of the securities or assets of, any other Person involving more (or series of related capital investments, loans or Acquisitions) other than $20,000 singularly, $100,000 in Subsidiaries of the aggregate, or outside Company; (v) neither the Ordinary Course Company nor any of Business.
(f) No Acquired Entity its Subsidiaries has issued any note, bond, bond or other debt security or created, incurred, assumed, assumed or guaranteed any Liability indebtedness for borrowed money or capitalized lease Contract either involving more than $15,000 individually obligations except under the Company Credit Agreement or $100,000 in as contemplated by the aggregate.
Exchange Offer; (gvi) No Acquired Entity neither the Company nor any of its Subsidiaries has delayed or postponed the payment of accounts payable or and other Liabilities either involving more than $50,000 (individually or in the aggregate) or outside the Ordinary Course Course; (vii) neither the Company nor any of Business.
(h) No Acquired Entity its Subsidiaries has canceled, compromised, waived, waived or released any Action right or claim (or series of related Actionsrights and claims) either involving more than $50,000 150,000 or outside the Ordinary Course Course; (viii) neither the Company nor any of Business.
(i) No Acquired Entity its Subsidiaries has granted any Contracts license or sublicense of any rights under or with respect to any Intellectual Property.
(j) There has been no change made Property used or authorized to be made to useful in the Organizational Documents of any Acquired Entity.
(k) No Acquired Entity has issuedBusiness, 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 Interests (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its Equity Interests (other than dividends and other transactions solely among in connection with the Acquired Entities).
(m) No Acquired Entity has experienced any damage, destruction, or loss (whether or not covered by insurance) to its properties.
(n) No Acquired Entity has made any loan to, or entered into any other transaction with, any Acquisition of its directors, officers, or employees.
(o) No Acquired Entity has entered into any employment, collective bargaining, or similar Contract or modified the terms of any existing such Contract.
(p) No Acquired Entity has committed to pay any bonus or granted any increase in the base compensation (i) of any director or officer, or an employee who is also a Seller or an Affiliate of a Seller or (ii) outside certain portions of the Ordinary Course of Business, of any of its other employees.
(q) No Acquired Entity has adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or similar Contract for the benefit of any of its directors, officers, or employees (or taken any such action with respect to any other Employee Benefit Plan).
(r) No Acquired Entity has made any other change in employment terms for (i) any officer or employee thereof that is a Seller or an Affiliate thereof or (ii) outside DIRECTV Distribution Business of the Ordinary Course of Business, any of its other directors, officers, or employees.
Company; (six) No Acquired Entity has made or pledged to make any charitable or other capital contribution either involving more than $5,000 (individually or in the aggregate) or outside the Ordinary Course of Business.
(t) There there has not been any other material occurrence, event, incident, action, failure to act, act or transaction with respect to the Acquired Entities either involving more than $50,000 (individually or in the aggregate) or outside the Ordinary Course involving the Company or any of Business.
its Subsidiaries except matters generally known to, and that generally affect, other NRTC members and affiliates; and (ux) No Acquired Entity neither the Company nor any of its Subsidiaries has committed to any of the foregoing. Since September 30, 1997, no event has occurred which is likely, individually or in the aggregate, to have a Material Adverse Effect on the Company.
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