Absence of Certain Acts or Events Clause Samples
The "Absence of Certain Acts or Events" clause establishes that specific actions or occurrences, typically those that could negatively impact the agreement or the parties' obligations, have not taken place. In practice, this clause may require a party to confirm that no material adverse changes, breaches of law, or triggering events (such as insolvency or litigation) have occurred up to a certain date, often as a condition to closing a transaction. Its core function is to protect parties by ensuring that the circumstances underlying the agreement remain stable and that no unforeseen developments undermine the deal or increase risk.
Absence of Certain Acts or Events. Except for the transactions contemplated hereby or as disclosed in Section 5.19 of the Disclosure Schedules, since December 31, 2007, each of the Company and the Subsidiary has, in all material respects, conducted its business in the ordinary course consistent with past practice and has not: (i) authorized or issued any of its shares of capital stock, units of membership interests or any other securities (including any held in its treasury); (ii) declared or paid any dividend or made any other distribution of or with respect to its shares of capital stock or other securities or purchased or redeemed any shares of its capital stock or other securities or paid any bonus to its employees; (iii) increased the rate of compensation of any of its employees (except any regularly scheduled annual pay increases consistent with past practices); (iv) sold, leased, transferred or assigned any of its assets, other than in the ordinary course of business; (v) made or obligated itself to make capital expenditures aggregating more than $100,000; (vi) incurred any material obligations or liabilities (including any indebtedness) or entered into any material transaction; (vii) suffered any theft, damage, destruction or casualty loss in excess of $100,000; (viii) deferred the payment of any liabilities or accounts payable or deferred the acquisition of any inventory outside the ordinary course of business or in a manner inconsistent with past practices; or (ix) accelerated the collection of any accounts receivable in a manner inconsistent with past practices. As of the Closing Date, none of the Company’s or the Subsidiary’s accounts payable will be past due in any material respect. All net cash generated by the Company and the Subsidiary (after payment of their accounts payable and expenses consistent with past practices) between December 31, 2007 and the Closing is or will be deposited in a bank account registered in the name of the Company or the Subsidiary, as applicable.
Absence of Certain Acts or Events. Since the date of the November 30 Balance Sheet, with respect to the Orthodontic Business, Seller has not:
A. Sold or transferred any of its assets other than in the ordinary course of business;
B. Made or obligated itself to make capital expenditures aggregating more than $10,000.00;
C. Incurred any material obligations or liabilities (including any indebtedness) or entered into any material transaction, except for this Agreement and the transactions contemplated hereby;
D. Suffered any theft, damage, destruction or casualty loss in excess of $5,000.00; or
E. Declared or paid any dividends or made any other distributions with respect to its shares or redeemed or purchased any of its shares.
Absence of Certain Acts or Events. Except as disclosed in SCHEDULE --------------------------------- -------- 4.14, since the date of the Closing Date Balance Sheet, with respect to the ---- Business, Seller has not:
A. Sold or transferred any of its assets other than in the ordinary course of business;
B. Made or obligated itself to make capital expenditures aggregating more than $10,000.00;
C. Incurred any material obligations or liabilities (including any indebtedness) or entered into any material transaction, except for this Agreement and the transactions contemplated hereby;
D. Suffered any theft, damage, destruction or casualty loss in excess of $5,000.00; or
E. Except as disclosed on SCHEDULE 4.14, declared or paid any ------------- dividends or made any other distributions with respect to its shares or redeemed or purchased any of its shares.
Absence of Certain Acts or Events. Except as disclosed in Schedule 4.17 and except for transfers to CXI's wholly-owned subsidiary, Commodore Applied Technologies, Inc. ("CASI") to adjust CASI's net worth in order to maintain compliance with covenants in a line of credit facility, since the date of the Last Balance Sheet, neither CXI nor any Subsidiary has (i) authorized or issued any Common Stock or other securities; (ii) declared or paid any dividend or made any other distribution of or with respect to its Common Stock or purchased or redeemed any of its Common Stock or other securities; (iii) paid any bonus in excess of $5,000 as to any one employee or $20,000 as to all employees in the aggregate or increased the rate of compensation of any of its salaried employees other than in the ordinary course of business consistent with past practice; (iv) sold or transferred any of its assets other than in the ordinary course of business; (v) as of the date of this Agreement, made or obligated itself to make capital expenditures aggregating more than $10,000 or, in any case, for use other than in its business as currently conducted; (vi) made any payment in respect of its liabilities other than scheduled payments of principal and/or interest, as set forth on Schedule 4.17, or otherwise than in the ordinary course of business; (vii) incurred any obligations or liabilities (including any indebtedness) or entered into any transaction, other than this Agreement, except in the ordinary course of business consistent with past practice; (viii) suffered any material theft; (ix) suffered any damage, destruction or casualty loss in excess of $25,000 that was not covered by insurance or in excess of $5,000 whether or not covered by insurance; (x) waived any right of material value; (xi) incurred any indebtedness (other than to trade creditors) (xii) made or adopted any change in its accounting practice or policies; (xiii) made any adjustment to its books and records other than in respect of the conduct of its business activities in the ordinary course during the period since January 1, 1995; (xiv) made any loan or advance other than advances to employees in the ordinary course of business not exceeding $5,000 as to all employees in the aggregate.
Absence of Certain Acts or Events. Except as disclosed in Section 4.18 of the Disclosure Schedule, since November 30, 2004, the Company has not: (i) authorized or issued any of its shares of capital stock (including any held in its treasury) or any other securities; (ii) redeemed any shares of its capital stock or other securities; (iii) paid any bonus or increased the rate of compensation of any of its employees; (iv) sold, leased, transferred or assigned any of its assets, other than in the ordinary course of business; (v) made or obligated itself to make capital expenditures aggregating more than $25,000; (vi) incurred any material obligations or liabilities (including any indebtedness) or entered into any material transaction, other than in the normal course of business, except for this Agreement and the transactions contemplated hereby; (vii) suffered any theft, damage, destruction or casualty loss in excess of $25,000; (viii) deferred the payment of any liabilities or accounts payable or deferred the acquisition of any inventory outside the ordinary course of business or in a manner inconsistent with past practices; (ix) accelerated the collection of any accounts receivable outside the ordinary course of business or in a manner inconsistent with past practices; or (x) paid any compensation, payroll, distributions or other amounts to Ho, Sheshene or Chia-▇▇▇ ▇▇▇ in excess of amounts historically paid to them each month for services rendered to the Company.
Absence of Certain Acts or Events. Except as disclosed in Section 4.13 of the Disclosure Schedule, since April 1, 2000, the Sellers have not: (i) paid or committed to pay any bonus to any of the Business Employees, except in the Ordinary Course of Business; (ii) materially increased or committed to materially increase the rate of compensation or profit sharing of any of the Business Employees; (iii) sold or transferred any of the assets of the Business, except the sale of inventory in the Ordinary Course of Business; (iv) made or obligated itself to make capital expenditures with respect to the Business, except in the Ordinary Course of Business; (v) incurred any material obligations or liabilities (including any indebtedness) or entered into any material transaction with respect to the business and operations of the Business, except for this Agreement and the transactions contemplated hereby; or (vi) suffered any theft, damage, destruction or casualty loss with respect to the Business in excess of $50,000.
Absence of Certain Acts or Events. Except as approved in writing by Buyer, since the Balance Sheet Date Seller has not: (a) paid any bonus or increased the rate of compensation of any of its employees who provide services to any Surgery Center (other than previously scheduled bonuses and annual increases in accordance with Seller's past practices); (b) sold, transferred or encumbered any Surgery Center assets other than in the ordinary course of business; (c) obligated itself to make capital expenditures relating to a Surgery Center where the unpaid balance as of the Effective Date will be more than $10,000; (d) incurred any material obligations or liabilities or entered into any material transaction relating to a Surgery Center, except for this Agreement and the transactions contemplated hereby; or (e) suffered any theft, damage, destruction or casualty loss in excess of $10,000.
Absence of Certain Acts or Events. Since November 10, 2002, Seller has not, except as set forth on Schedule 4.15, (i) paid any bonus or increased the rate of compensation of any of the Designated Employees (as defined in Section 4.10.1) other than in the ordinary course of business; (ii) sold or transferred any Purchased Assets, other than the sale of finished goods in the ordinary course of business; (iii) incurred any material obligation or liability relating to the Purchased Assets or the BiliCheck Business (including any indebtedness), or entered into any material transaction relating to the Purchased Assets or the BiliCheck Business, except for this Agreement, and the transactions contemplated hereby; (iv) suffered any material theft, damage, destruction or casualty loss with respect to the Purchased Assets or the BiliCheck Business; (v) waived any right of material value relating to the Purchased Assets or the BiliCheck Business; (vi) suffered any extraordinary losses relating to the Purchased Assets or the BiliCheck Business; (vii) made or adopted any material change in its accounting practice or policies with respect to the Purchased Assets or the BiliCheck Business; or (viii) made any material adjustment to its books and records relating to the Purchased Assets or the BiliCheck Business other than in respect of the conduct of its business activities in the ordinary course, during the period since November 10, 2002.
Absence of Certain Acts or Events. Except as disclosed in Schedule 3.1.12, since the date of the Financial Statements, the Companies have not:
(a) authorized or issued any of its shares of capital stock (including any held in its treasury) of GladCo or HLG Acquisition, or limited partnership interests on HLG Marketing, or any other securities;
(b) declared or paid any dividend or made any other distribution of or with respect to the Seller Equity or other securities or purchased or redeemed any of the Seller Equity;
(c) paid any bonus or increased the rate of compensation of any of their respective salaried management employees, other than as may have been agreed to or approved prior to the date of the Financial Statements;
(d) sold or transferred any of their respective assets other than in the ordinary course of business;
(e) incurred any material obligations or liabilities (including any indebtedness) or entered into any material transaction, except for this Agreement and the transactions contemplated hereby;
(f) suffered any theft, damage, destruction or casualty loss in excess of Twenty-five thousand Dollars ($25,000); or
(g) suffered any extraordinary losses.
Absence of Certain Acts or Events. Except as disclosed on Section 4.15 of the BFF Disclosure Schedule, and except for this Agreement and the transactions contemplated hereby, since March 31, 1995, BFF has not: (i) made any change in the employment terms for any of its officers or employees, paid any bonus to or increased the compensation of any of the foregoing outside the ordinary course or granted any severance or termination pay to, or entered into any severance agreement with any officer or employee; (ii) established, adopted, entered into or amended, in any material respect, or took action to accelerate any rights or benefits under any employee benefit plan; (iii) made or obligated itself to make any capital expenditures aggregating more than $25,000, other than capital expenditures relating to the construction or furnishing of any Centers; (iv) paid any expenses on its own behalf or on behalf of BAHC in connection with the transactions contemplated hereby; or (v) otherwise engaged in any business or transactions (including purchases, sales or pledging of assets), or incurred any indebtedness, outside of the ordinary course of business.