Absence of Certain Liabilities and Changes. Except to the extent reflected or reserved for in the Preliminary Balance Sheet, there are no liabilities or obligations material to the Business or the Assets that would normally be shown on a balance sheet prepared in accordance with the Accounting Principles except (i) liabilities or obligations incurred in the ordinary course of business since the date of the Preliminary Balance Sheet, and (ii) liabilities and obligations disclosed in the Schedules hereto and liabilities and obligations not required to be so disclosed because of their failure to meet the materiality thresholds set forth therein, and (iii) liabilities and obligations which are being retained by Sellers or allocated to Buyer under the terms of this Agreement. Since the date of the Preliminary Balance Sheet, Sellers have operated the Business in the ordinary course and, except as set forth on Schedule 4.5, or contemplated by Schedule 6.2, there has not been:
Absence of Certain Liabilities and Changes. Except to the extent reflected or reserved for in the Preliminary Balance Sheet, to the best of Seller's knowledge, there are no liabilities or obligations, secured or unsecured, whether accrued, absolute, contingent or otherwise and whether known or unknown, material to the Business that would normally be shown on a balance sheet or related footnotes, if any, prepared in accordance with the Accounting Principles except (i) liabilities or obligations incurred in the ordinary course of business since the date of the Preliminary Balance Sheet, and (ii) liabilities and obligations disclosed in the Schedules hereto and liabilities and obligations not required to be so disclosed because of their failure to meet the materiality thresholds set forth therein. Since the date of the Preliminary Balance Sheet, the Subsidiary has operated the Business in the ordinary course and, except as set forth on SCHEDULE 4.7 or contemplated by SCHEDULE 6 2 there has not been:
Absence of Certain Liabilities and Changes. Except as set forth on Schedule 3.7, in the audited financial statements of the Company for the period ended and as of December 31, 1998 (a copy of which has been delivered to Parent), or in the Company Reports, neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent, or otherwise that could, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. Since December 31, 1998, the Company and its subsidiaries have conducted their respective businesses in a manner consistent with past practices, and neither the Company nor any of its subsidiaries has become subject to any liabilities or obligations other than liabilities or obligations incurred in the ordinary course of business consistent with past practices or incurred in connection with this Agreement, or the Merger and disclosed in the Company Reports or consisting of legal, printing, accounting and other customary fees (but not including those of Lehmxx Xxxthers, Inc., or in the audited financial statements of the Company as of and for the period ended December 31, 1998 (a copy of which has been delivered to Parent) the Company's financial advisor (the "Advisor")) not exceeding $800,000 in the aggregate and incurred in connection with this Agreement or the Merger. Except as disclosed on Schedule 3.7, in the Company Reports filed prior to the date of this Agreement and publicly available, since September 30, 1998, the Company has conducted its business only in the ordinary course consistent with prior practice, and there has not been (i) any Company Material Adverse Change, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock, (iii) any split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (iv) any granting by the Company or any of its subsidiaries to any officer or employee of the Company or any of its subsidiaries of (x) any increase in compensation, except in the ordinary course of business consistent with prior practice or as was required under employment agreements in effect as of the date of the most recent audited financial statements included in the Company Reports filed prior to the date of th...
Absence of Certain Liabilities and Changes. Since the date of the Financial Statement and other than the voluntary transfer of the Assets to the Bank, there has not been any material adverse change in the Assets or in the financial condition, business or results of operations of Geographics. Without limiting the foregoing, since the date of the Financial Statement, there has not occurred any:
Absence of Certain Liabilities and Changes. (a) Except as set forth on Section 3.7(a) of the Disclosure Letter, in the audited financial statements of the Company for the period ended as of September 30, 1999 (a copy of which has been delivered to Parent), in the condensed consolidated balance sheets of the Company as of December, 31, 1999, March 31, 2000, and June 30, 2000 or in the Company Reports, neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent, or otherwise that could reasonably be expected to result in a Company Material Adverse Effect.
Absence of Certain Liabilities and Changes. From the date of this Agreement and through the Applicable Transition Date, none of the Transit Alliance Companies, Varsity or GTJ will (i) grant (or enter into an agreement to grant) any general increase (“general increase”, for purposes hereof, means an increase generally applicable to a class or group of employees of a company but does not include increases granted to individual employees for merit, length of services, change in position or responsibility or other reasons applicable to specific employees and not generally to a class or group) in any rate or rates of salaries or compensation to directors, officers or employees or agents or any specific increase in the salary or compensation to any officer, agent or employee; (ii) fail to inform the City of any material damage, destruction or loss to any Acquired Asset, whether or not covered by insurance; or (iii) establish any new plan, program or arrangement or, except as expressly provided for hereby, adopt a material modification or amendment or provision for material increases in any existing plan, program or arrangement, or written interpretation or announcement by a Transit Alliance Company, Varsity or GTJ under any Plan which would materially increase the expense of maintaining such Plan. For purposes of this section, “Plan” means any plan, program, policy, fund, arrangement, or agreement providing for benefits for employees of a Transit Alliance Company, Varsity or GTJ, including, without limitation, any “employee benefit plan” as that term is defined in Section 3(3) of the ERISA, all retirement, pension benefit, profit sharing, medical, dental, disability, vacation, hospitalization, incentive, bonus, executive compensation, deferred compensation, and any other similar material fringe or employee benefit plan, fund, program or arrangement, whether or not covered by ERISA, which is maintained by a Transit Alliance Company, Varsity or GTJ for the benefit of, or relates to, any or all present or former employees or directors of such Transit Alliance Company, Varsity or GTJ. Notwithstanding the foregoing, the parties hereto recognize and agree that certain Transit Alliance Companies are contributing employers to either multi-employer or single employer pension and health and welfare plans for such Transit Alliance Companies’ unionized employees, and that the boards of trustees for such plans have the authority to modify or amend the plans; provided, however, to the extent appropriate, such Transit A...
Absence of Certain Liabilities and Changes. Except (1) to the extent ------------------------------------------ reflected or reserved for in the September 30, 1995 financial statements of JWS and (2) for liabilities or obligations incurred in the ordinary course of business since September 30, 1995, there are no material obligations or liabilities of JWS, except liabilities disclosed herein or in the schedules hereto, and except obligations and liabilities that would not have a Material Adverse Effect. Since September 30, 1995, JWS has operated its business in the ordinary course and there has not been, except as set forth in Schedule 3.1(k), (i) any transaction, occurrence or commitment (for capital expenditures or otherwise) that was not in the ordinary course of business; (ii) any material adverse change in the business, affairs or financial condition of JWS; (iii) any lease, sale, abandonment or transfer of, or the creation of any Lien on any properties (other than Permitted Exceptions) or assets material to the Business; (iv) a grant of, or an agreement to grant, any general increase (other than pursuant to the Collective Bargaining Agreement (the "Collective Bargaining --------------------- Agreement") between JWS and the Union, which is effective March 30, 1994 through --------- December 31, 1998) ("general increase," for purposes hereof, means an increase ---------------- in any rates of salaries or compensation generally applicable to a class or group of employees of JWS, but not including increases granted to individual employees for merit, length of services, change in position or responsibility or other reasons applicable to specific employees and not generally to a class or group) in any rate or rates of salaries or compensation to directors, officers or employees or agents or, since September 30, 1995, any specific increase in the salary or compensation to any officer, agent or employee whose total salary and compensation after such increase would be at an annual rate in excess of $50,000; (v) any damage, destruction or loss to any asset or property which would have a Material Adverse Effect, whether or not covered by insurance; (vi) establishment of any new Plan or material modification or amendment or provision for material increases in any existing Plans, except pursuant to the Effects Bargaining Agreement, or in accordance with the terms of such Plans in effect prior to the date hereof (which modifications or increases, if any, are disclosed in Schedule 3.1(k)), or written interpre...
Absence of Certain Liabilities and Changes. Except (1) to the ------------------------------------------ extent reflected or reserved for in the September 30, 1995 Financial Statements and (2) for liabilities or obligations incurred in the ordinary course of business since September 30, 1995, there are no material obligations or liabilities of JWS, except liabilities disclosed herein or in the schedules hereto, and obligations and liabilities that could not reasonably be expected to have a Material Adverse Effect. Since September 30, 1995, JWS has operated its business in the ordinary course and there has not been, except as set forth in Schedule 3.1(k), (i) any transaction, occurrence or commitment (for capital expenditures or otherwise) that was not in the ordinary course of business; (ii) any material adverse change in the business, affairs or financial condition of JWS; (iii) any lease, sale, abandonment or transfer of, or the creation of any Lien (other than Permitted Exceptions) on any properties or assets material to the Business; (iv) a grant of, or an agreement to grant, any general increase other than pursuant to the Collective Bargaining Agreement (the "Collective Bargaining Agreement") between JWS and the Union, which was effective March, 1994 ("general increase", for purposes hereof, means an increase in any rates of salaries or compensation generally applicable to a class or group of employees of a company, but not including increases granted to individual employees for merit, length of services, change in position or responsibility or other reasons applicable to specific employees and not generally to a class or group) in any rate or rates of salaries or compensation to directors, officers or employees or
Absence of Certain Liabilities and Changes. Except (a) for liabilities and obligations reflected or reserved for in the Balance Sheet, (b) for liabilities and obligations incurred in the ordinary course of business since the date of the Balance Sheet, (c) for liabilities and obligations incurred in connection with the Merger or otherwise as contemplated by this Agreement and (d) as set forth in Schedule 3.8, there are no liabilities or obligations, secured or unsecured (whether accrued, absolute, contingent or otherwise) which would be required by GAAP to be reflected or reserved against in a consolidated balance sheet of Auric or in the notes thereto and which, individually or in the aggregate, would reasonably be expected to have a material adverse effect with respect to Auric. Since the date of the Balance Sheet, Auric has been operated in the ordinary course consistent with past practice and, except as set forth on Schedule 3.8, or contemplated by Schedule 5.2, there has not been:
Absence of Certain Liabilities and Changes. (a) [INTENTIONALLY OMITTED]
