Absence of Certain Changes and Events Sample Clauses
The "Absence of Certain Changes and Events" clause ensures that, between the signing of an agreement and its closing, the subject of the agreement—often a business or asset—remains in substantially the same condition as when the deal was made. This clause typically requires the seller to confirm that no significant adverse changes, such as major financial losses, asset disposals, or unexpected liabilities, have occurred during this interim period. Its core function is to protect the buyer from unforeseen developments that could affect the value or desirability of the transaction, thereby allocating risk and maintaining deal integrity.
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Absence of Certain Changes and Events. Except as set forth on Schedule 3.01(g), since the Most Recent Year-End Financials Date, the Seller’s business, including the Business and the Shared Business, has been conducted only in the Ordinary Course of Business, and there has not been or occurred any of the following:
(i) any event, occurrence, circumstance or development which has had, or is reasonably likely to have, with or without the giving of notice or lapse of time or both, a Material Adverse Effect on Seller, the Business, the Shared Business or any of the Acquired Assets;
(ii) any damage, destruction, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting the Business, the Shared Business or any of the Acquired Assets in any material respect;
(iii) any sale, lease or other disposition of, or creation or other incurrence of any Encumbrance on, any of the Acquired Assets, other than dispositions of Inventory in the Ordinary Course of Business of Seller;
(iv) any amendment, modification, or termination of any Acquired Contract, or entry into any Contract outside of the Ordinary Course of Business of Seller;
(v) any cancellation or waiver of any claim or rights related to the Business, the Shared Business, or the Acquired Assets with a value to Seller in excess of Ten Thousand Dollars ($10,000) in the aggregate;
(vi) any written, or to the Knowledge of Seller oral, notice from any customer or supplier of the Business or the Shared Business of an intention to discontinue or change the terms or nature of its relationship with Seller;
(vii) any material change in any method of accounting (for Tax purposes or otherwise) or accounting practice (including with respect to reserves) with respect to Seller, except for any such change required by reason of a concurrent change in GAAP;
(viii) any failure by Seller to pay or perform any of its material obligations (including obligations under any Seller Contract) when and to the extent due other than pursuant to a good faith defense;
(ix) any increase or material alteration to the compensation payable or paid by Seller, or alteration in the timing or method of such payments, whether conditionally or otherwise, to any Hired Employee, other than in the Ordinary Course of Business, any receipt by Seller of a notice of resignation by any Hired Employee or other adverse change in the relationship between Seller and any Hired Employee;
(x) any change in any of Seller’s credit policies or practices; or
(xi) entry into any Co...
Absence of Certain Changes and Events. Except as set forth in Schedule 5.16, since December 31, 1996, each of Acquiror and its Subsidiaries has conducted its business only in the Ordinary Course of Business and with respect to each there has not been any:
(a) change in the authorized or issued capital stock (except as otherwise contemplated by this Agreement); grant of any stock option or right to purchase shares of capital stock of Acquiror or its Subsidiaries (except in the Ordinary Course of Business or otherwise in accordance with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by Acquiror or any of its Subsidiaries of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of the capital stock of Acquiror or any of its Subsidiaries (other than dividends paid by any of the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders in accordance with past practice);
(b) amendment to the certificate or articles of incorporation or charter, bylaws or any other document of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Agreement);
(c) payment or increase by Acquiror or any of the Subsidiaries of any bonuses, salaries or other compensation to any shareholder, director, officer or employee (except for periodic payments or increases in the Ordinary Course of Business or otherwise in accordance with past compensation practices) or entry by Acquiror or any of its Subsidiaries into any employment, severance or similar Contract with any director, officer or employee;
(d) adoption, material amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any Acquiror Employee Benefit Plan (as defined below);
(e) damage to or destruction or loss of any asset or property of Acquiror or any of its Subsidiaries not covered by insurance that had, or would reasonably be expected to have, a Material Adverse Effect on Acquiror;
(f) entry into, termination or extension of, or receipt of notice of termination of any joint venture or similar agreement, or any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinar...
Absence of Certain Changes and Events. Except as set forth in Schedule 3.21, since June 30, 2006, the Company has conducted its business only in the Ordinary Course of Business and there has not been any:
3.21.1 Change in the Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock;
3.21.2 Amendment to the Company’s Organizational Documents;
3.21.3 Payment of any bonuses to or any increase in any salaries, wages, benefits or other compensation of any stockholder, director, officer, employee, agent or Representative of the Company or entry into any employment or severance agreement or arrangement, or any other Contract with such Person;
3.21.4 Adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other Employee Benefit Plan;
3.21.5 Damage to or destruction or loss of any asset or property of any the Company, whether or not covered by insurance, in excess of $25,000;
3.21.6 Entry into, termination of, or receipt of notice of termination of any Contract or transaction outside the Ordinary Course of Business or which involves a total remaining commitment by or to the Company of at least $25,000;
3.21.7 Sale (other than sales of inventory in the Ordinary Course of Business), license, lease, or other disposition of any asset or property of the Company in excess of $25,000 or imposition of any Encumbrance on any asset or property of the Company;
3.21.8 Cancellation, settlement, or waiver of any claims or rights of or against the Company in excess of $25,000;
3.21.9 Change in any of the accounting methods or principles used by the Company;
3.21.10 Payment or declaration of any dividends or distributions or other payments to its Shareholders or Affiliates, other than normal employment compensation paid in the ordinary course of business;
3.21.11 Material change in the conduct or nature of any aspect of the Business, whether or not made in the ordinary course of business and whether or not the change had a Material Adverse Effect;
Absence of Certain Changes and Events. Except as set forth in Schedule 3.16 hereof or called for under the terms of this Agreement, from January 1, 2003 through the Closing Date, the Companies have conducted their Business only in the Ordinary Course of Business and there has not been any:
(a) change in the Companies' authorized or issued capital stock or membership interests, as applicable; grant of any stock option, warrant or right to purchase shares of capital stock or membership interests, as applicable, of the Companies; issuance of any security or instrument convertible into or exchangeable for such capital stock or membership interests, as applicable; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any of the Companies of any shares of any such capital stock or membership interests, as applicable; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock or membership interests, as applicable;
(b) amendment to the Organizational Documents of any of the Companies;
(c) any increase by the Companies of any bonuses, salaries, or other compensation to any director, officer or Employee of the Company, or entry into any employment, severance, or similar Contract between either of the Companies and any director, officer, agent, independent contractor or Employee, except as set forth in the 2003 Budget;
(d) except in the Ordinary Course of Business or as otherwise set forth in the 2003 Budget, adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other Employee Benefit Plan for or with any Employees of the Companies;
(e) uninsured damage to or destruction or loss of any asset or property of the Companies which has materially and adversely affected the properties, assets, business, financial condition, or prospects of any one of the Companies, taken as a whole;
(f) except in the Ordinary Course of Business, entry into, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, joint venture, credit, or similar agreement, or (ii) any Contract or transaction involving a total remaining commitment by or to either Company of at least $50,000;
(g) except in the Ordinary Course of Business, sale, lease, or other disposition of any asset or property of the Companies, or mortgage or pledge of any asset or property of the Companies, or imposition of any lien or other en...
Absence of Certain Changes and Events. Except as set forth in Section 3.13 of the Disclosure Letter, since its inception, the Company has conducted its business only in the Ordinary Course of Business and there has not been any:
(a) change in the Company's authorized or issued units; grant of any option or right to purchase units of the Company; issuance of any security convertible into such units or membership interests; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any units or membership interests of the Company; or declaration or payment of any dividend or other distribution or payment in respect of units;
(b) amendment to the Organizational Documents of the Company;
(c) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, member, manager, or employee or entry into any employment, severance, or similar Contract with any of the foregoing;
(d) damage to or destruction or loss of any asset or property of the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Company, taken as a whole;
(e) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing or, termination of, or receipt of notice of termination of any Contract or transaction which would have continued after the Closing, but for such termination;
(f) sale, lease, or other disposition of any asset or property of the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of the Company;
(g) except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or waiver of any claims or rights which would otherwise continue after the Closing;
(h) material change in the accounting methods used by the Company;
(i) any election not to participate in any operation proposed to be conducted with respect to the Assets; or
(j) agreement, whether oral or written, by the Company to do any of the foregoing.
Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure Letter, since the date of the Balance Sheet, the Acquired Companies have conducted their businesses only in the Ordinary Course of Business and there has not been any:
(a) change in any Acquired Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock;
(b) amendment to the Organizational Documents of any Acquired Company;
(c) payment or increase by any Acquired Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee;
(d) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of any Acquired Company;
(e) damage to or destruction or loss of any asset or property of any Acquired Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired Companies, taken as a whole;
(f) entry into, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction involving a total remaining commitment by or to any Acquired Company of at least $10,000;
(g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets;
(h) cancellation or waiver of any claims or rights with a value to any Acquired Company in excess of $10,000;
(i) material change in the accounting methods used by any Acquired Company; or
(j) agreement, whether oral or written...
Absence of Certain Changes and Events. Since the Most Recent Fiscal Year End, and except as disclosed in Section 3.11 of the Disclosure Schedule or set forth in the Interim Amitek Financials, Amitek has conducted its business only in the Ordinary Course of Business and there has not been:
(a) any sale, lease, transfer, or assignment of any of Amitek's assets, tangible or intangible, other than sales of inventory for a fair consideration in the Ordinary Course of Business;
(b) any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) entered into other than in the Ordinary Court of Business and in an amount not in excess of $25,000;
(c) acceleration, termination, modification, or cancellation of any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) to which Amitek is a party or by which Amitek is bound;
(d) creation or imposition of any Lien upon Amitek's assets, tangible or intangible;
(e) made any capital expenditure (or series of related capital expenditures) involving more than $25,000 singly or $75,000 in the aggregate;
(f) made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions);
(g) any issuance of any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation;
(h) any delay or postponement of the payment of accounts payable and other liabilities outside the Ordinary Course of Business;
(i) any cancellation, compromise, waiver, or release any right or claim or Indebtedness (or series of related rights and claims);
(j) any grant of any license or sublicense of any rights or modified any rights under or with respect to, or entered into any settlement regarding any infringement of its rights to, any Intellectual Property;
(k) any issuance, sale, or other disposition of any of its capital stock, or grant of any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any capital stock;
(l) any dividend or distribution (whether in cash or in kind) or repurchase, redemption or retirement of any of its capital stock, except to the extent provided in Section 5.3;
(m) any damage, destruction, or loss (whether or not covered by insurance) to its property;
(n) any loan to, or enter into any other transaction with its directors, office...
Absence of Certain Changes and Events. Except for liabilities incurred in connection with this Agreement and the transactions contemplated hereby, from the Balance Sheet Date, there has not been:
(a) Any transaction involving more than $50,000 entered into by INT'▇.▇▇▇ or any Subsidiary other than in the ordinary course of business; any change (or any development or combination of developments of which INT'▇.▇▇▇ or any Subsidiary has knowledge which is reasonably likely to result in such a change) in INT'▇.▇▇▇'s Business Condition, other than changes in the ordinary course of business which in the aggregate have not been and are not expected to be materially adverse to INT'▇.▇▇▇'s Business Condition; or, without limiting the foregoing, any loss of or damage to any of the properties of INT'▇.▇▇▇ or any Subsidiary due to fire or other casualty or other loss, whether or not insured, amounting to more than $50,000 in the aggregate;
(b) Any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of INT'▇.▇▇▇ or any Subsidiary, or any repurchase, redemption, retirement or other acquisition by INT'▇.▇▇▇ or any Subsidiary of any outstanding shares of capital stock, any INT'▇.▇▇▇ Option, or other securities of, or other equity or ownership interests in, INT'▇.▇▇▇ or any Subsidiary;
(c) Any discharge or satisfaction of any Lien or payment or satisfaction of any obligation or liability (whether absolute, accrued, contingent or otherwise and whether due or to become due) other than current liabilities shown on the Balance Sheets and current liabilities incurred since the Balance Sheet Date in the ordinary course of business;
(d) Any amendment of any term of any outstanding security of INT'▇.▇▇▇;
(e) Any incurrence, assumption or guarantee by INT'▇.▇▇▇ or any Subsidiary of any indebtedness for borrowed money other than in the ordinary course of business and in an aggregate amount exceeding $50,000;
(f) Any creation or assumption by INT'▇.▇▇▇ or any Subsidiary of any Lien on any asset in an aggregate amount exceeding $20,000;
(g) Any making of any loan, advance or capital contributions to, or investment in, any Person by INT'▇.▇▇▇ or any Subsidiary;
(h) Any sale, lease, pledge, transfer or other disposition of any material capital asset;
(i) Any material transaction or commitment made, or any material contract or agreement entered into, by INT'▇.▇▇▇ or any Subsidiary relating to its assets or business (including the acquisition or disposition of...
Absence of Certain Changes and Events. From January 1, 2009 through the date hereof, except as otherwise contemplated, required or permitted by this Agreement, there has not been:
(a) (i) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, securities or other property or by allocation of additional Indebtedness to any Seller or any Key Subsidiary without receipt of fair value) with respect to any Equity Interests in any Seller or any Key Subsidiary or any repurchase for value of any Equity Interests or rights of any Seller or any Key Subsidiary (except for dividends and distributions among its Subsidiaries) or (ii) any split, combination or reclassification of any Equity Interests in Sellers or any issuance or the authorization of any issuance of any other Equity Interests in respect of, in lieu of or in substitution for Equity Interests of Sellers;
(b) other than as is required by the terms of the Parent Employee Benefit Plans and Policies, the Settlement Agreement, the UAW Collective Bargaining Agreement or consistent with the expiration of a Collective Bargaining Agreement or as may be required by applicable Law, in each case, as may be permitted by TARP or under any enhanced restrictions on executive compensation agreed to by Parent and Sponsor, any (i) grant to any Seller Key Personnel of any increase in compensation, except increases required under employment Contracts in effect as of January 1, 2009, or as a result of a promotion to a position of additional responsibility, (ii) grant to any Seller Key Personnel of any increase in retention, change in control, severance or termination compensation or benefits, except as required under any employment Contracts in effect as of January 1, 2009, (iii) other than in the Ordinary Course of Business, adoption, termination of, entry into or amendment or modification of, in a material manner, any Benefit Plan, (iv) adoption, termination of, entry into or amendment or modification of, in a material manner, any employment, retention, change in control, severance or termination Contract with any Seller Key Personnel or (v) entry into or amendment, modification or termination of any Collective Bargaining Agreement or other Contract with any Union of any Seller or Purchased Subsidiary;
(c) any material change in accounting methods, principles or practices by any Seller, Purchased Subsidiary or Seller Group member or any material joint venture to which any Seller or Purchased Subsidiary is a party, in each c...
Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) hereto, since the date of the PRCO Balance Sheet, PRCO has conducted its business only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, and there has not been any:
i. change in the authorized or issued capital stock of PRCO; grant of any stock option or right to purchase shares of capital stock of PRCO; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition or payment of any dividend or other distribution or payment in respect of shares of capital stock;
ii. amendment to the Organizational Documents of PRCO;
iii. damage to or destruction or loss of any asset or property of PRCO, whether or not covered by insurance or any other event or circumstance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCO;
iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO;
v. entry into any transaction other than in the Ordinary Course of Business;
vi. entry into, termination of, or receipt of written notice of termination of any (i) license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract or transaction;
vii. sale, lease, or other disposition of any asset or property of PRCO or mortgage, pledge, or imposition of any lien or other encumbrance on any asset or property of PRCO;
viii. cancellation or waiver of any claims or rights with a value to PRCO in excess of $10,000;
ix. material change in the accounting methods used by PRCO;
x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee;
xi. debt or other liability incurred, other than the PRCO Debentures; or
xii. agreement, whether oral or written, by PRCO to do any of the foregoing, other than the Purchase Agreement.