Absence of Changes or Events Sample Clauses
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Absence of Changes or Events. Except as specifically disclosed in the SEC Reports filed prior to the date of this Agreement and furnished to Purchaser, since November 30, 1998: (x) the Company has not suffered or been threatened with (and the Company has no knowledge of any facts which are reasonably likely to cause or result in) any material adverse change in its business, operations (or results of operations), assets, properties, liabilities or condition (financial or otherwise); and (y) the Company has operated only in the usual and ordinary course of business consistent with past practice. Without limiting the generality of the foregoing, since such date, the Company has not:
(a) sold, assigned, leased, exchanged, transferred or otherwise disposed of any material portion of its assets or property, except in the usual and ordinary course of business consistent with past practice; 8
(b) suffered any material casualty, damage or loss, or any material interruption in use, of any material assets or property (whether or not covered by insurance), on account of fire, flood, riot, strike or other hazard or Act of God;
(c) written off any material asset as unusable or obsolete or for any other reason;
(d) made or suffered any material change in the conduct or nature of its business (whether or not in the ordinary course of business and whether or not such change would result in a Material Adverse Effect on the Company);
(e) waived any material right or canceled or compromised any material debt, other than in the ordinary course of business;
(f) paid, declared or set aside any dividends or other distributions on its securities of any class or purchased or redeemed any of its securities of any class;
(g) made any change in accounting methods or principles;
(h) made or committed to make capital expenditures in excess of $40,000 in the aggregate;
(i) discharged any liability except in the usual and ordinary course of business in accordance with past practices, or prepaid any liability;
(j) entered into any transaction with, or made any payment to, or incurred any liability to, any Related Party (as herein defined);
(k) increased the compensation payable to any director, officer or employee except for raises to nonofficers in the ordinary course of business consistent with past practice;
(l) made any payments or distributions to its employees, officers or directors except such amounts as constitute currently effective compensation for services rendered, or reimbursement for reasonable ordinary a...
Absence of Changes or Events. (a) Since December 31, 1995 (i) GranCare and its Subsidiaries have conducted their business in the ordinary course and have not incurred any material liability or obligation (indirect, direct or contingent) or entered into any material oral or written agreement or other transaction that is not in the ordinary course of business (other than the Distribution Agreement and this Agreement) or that could reasonably be expected to result in any GranCare Material Adverse Effect; (ii) neither GranCare nor its Pharmacy Subsidiaries have sustained any material loss or interference with their business or properties from fire, flood, windstorm, accident, strike or other calamity (whether or not covered by insurance); (iii) there has been no material change in the indebtedness of GranCare and its Pharmacy Subsidiaries, no change in the authorized capital stock of GranCare and no dividend or distribution of any kind declared, paid or made by GranCare on any class of its capital stock other than the Distribution; (iv) there has been no event or condition which has caused a GranCare Material Adverse Effect, nor any development, occurrence or state of facts or circumstances that could, singly or in the aggregate, reasonably be expected to result in a GranCare Material Adverse Effect; (v) there has been no amendment, modification or supplement to any material term of any GranCare Contract to which a Pharmacy Subsidiary is a party required to be identified in Section 4.21 of the GranCare Disclosure Statement or any equity security; and (vi) there has been no material change by GranCare in its accounting principles, practices or methods.
(b) Since December 31, 1995, other than in the ordinary course of business consistent with past practice, there has not been any increase in the compensation or other benefits payable, or which could become payable, by GranCare, to its officers or key employees, or any amendment of any of the GranCare Compensation and Benefit Plans.
Absence of Changes or Events. Since the Acquiror’s last quarterly report on Form 10-Q, (i) except as expressly permitted or required by or in connection with the execution and delivery of this Agreement and the consummation of the Transactions, the business of the Acquiror and its Consolidated Subsidiaries has been conducted in the ordinary course of business, (ii) there has not been any Effect that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Acquiror and (iii) there has not been any material action that, if it had been taken after the date hereof, would have required the consent of the Company under Sections 6.1 or 6.3.
Absence of Changes or Events. Since the date of the respective Balance Sheets, there has not been any Material Adverse Effect or any development or change in circumstances that is reasonably likely to result in a Material Adverse Effect. Except as set forth in Schedule 2.9 or as otherwise contemplated or permitted by this Agreement, since the date of the respective Balance Sheets, the business of each of the Companies and their respective Subsidiaries has been conducted in the ordinary course and in substantially the same manner as previously conducted, and neither of the Companies nor any of their respective Subsidiaries has (i) declared or paid any dividend or made any other distribution to its respective shareholders whether or not upon or in respect of any shares of their respective capital stock, (ii) redeemed or otherwise acquired any shares of their respective capital stock or issued any capital stock or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of their respective capital stock, (iii) adopted or materially amended any Benefit Plan (as defined in Section 2.16), except as required by law, or entered into or amended any employment, severance or consulting agreement, contract or similar arrangement, (iv) granted to any their respective directors, officers or employees any increase in compensation or benefits, except for increases for any such director, officer or employee in the ordinary course of business consistent with past practice or as may be required under existing agreements, (v) incurred or assumed any liability, obligation or indebtedness for borrowed money or guaranteed any such liability, obligation or indebtedness, (vi) permitted, allowed or suffered any of their respective assets to become subject to any mortgage, security interest, lien or other similar restriction of any nature whatsoever, (vii) cancelled any indebtedness or waived any claims or rights of substantial value, except for customer trade adjustments in the ordinary course of business that for either Company do not exceed $25,000 individually or $100,000 in the aggregate, (viii) entered into, or modified, amended, terminated, or permitted the lapse of, any real property lease or other material agreement relating to real property, or (ix) incurred any indebtedness that is senior to the Notes in terms of rights of payment.
Absence of Changes or Events. Except as set forth in Shared Technologies' Form 10-K for the fiscal year ended December 31, 1994, as filed with the SEC, since December 31, 1994:
(a) there has been no material adverse change, or any development involving a prospective material adverse change, in the general affairs, management, business, operations, condition (financial or otherwise) or pros- pects of Shared Technologies and its subsidiaries taken as a whole;
(b) there has not been any direct or indirect redemption, purchase or other acquisition of any shares of capital stock of Shared Technologies or any of its subsid- iaries, or any declaration, setting aside or payment of any dividend or other distribution by Shared Technologies or any of its subsidiaries in respect of its capital stock (except for the distribution of the shares of Shared Tech- nologies Cellular, Inc.);
(c) except in the ordinary course of its business and consistent with past practice neither Shared Technolo- ▇▇▇▇ nor any of its subsidiaries has incurred any indebt- edness for borrowed money, or assumed, guaranteed, endorsed or otherwise as an accommodation become respon- sible for the obligations of any other individual, firm or corporation, or made any loans or advances to any other individual, firm or corporation;
(d) there has not been any change in accounting methods, principles or practices of Shared Technologies or its subsidiaries;
(e) except in the ordinary course of business and for amounts which are not material, there has not been any revaluation by Shared Technologies or any of its subsid- iaries of any of their respective assets, including, with- out limitation, writing down the value of inventory or writing off notes or accounts receivables;
(f) there has not been any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, have a Shared Technologies Material Adverse Effect; and
(g) there has not been any agreement by Shared Tech- nologies or any of its subsidiaries to (i) do any of the things described in the preceding clauses (a) through (f) other than as expressly contemplated or provided for in this Agreement or (ii) take, whether in writing or other- wise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article V untrue or incorrect.
Absence of Changes or Events. Since December 31, 2003, the business of the Company and its Subsidiaries has been conducted in the ordinary course consistent with past practice and there has not been any event, violation or other matter that could, individually or in the aggregate, have a Material Adverse Effect. Except as set forth on Schedule 3.23 and except as contemplated by the Restructuring Documents, the Stonehouse Restructuring Agreement, the Stonehouse Royalty Agreement and the Transaction Documents, since December 31, 2003, the business of the Company and its Subsidiaries has been conducted in the ordinary course consistent with past practice and there has not been:
(a) any obligation or liability (whether absolute, accrued, contingent or otherwise, and whether due or to become due) incurred by the Company or any of its Subsidiaries, in excess of $100,000 individually, other than obligations under customer contracts, current obligations and liabilities, in each case incurred in the ordinary course of business and consistent with past practice;
(b) any payment, discharge, satisfaction or settlement of any suit, action, claim, arbitration, proceeding or obligation of the Company or any of its Subsidiaries, except in the ordinary course of business and consistent with past practice;
(c) any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of the Company or any of its Subsidiaries or any direct or indirect redemption, purchase or other acquisition of any such shares;
(d) any issuance or sale, or any contract entered into for the issuance or sale, of any shares of capital stock or securities convertible into or exercisable or exchangeable for shares of capital stock of the Company or any of its Subsidiaries;
(e) any sale, assignment, pledge, encumbrance, transfer or other disposition of any tangible asset of the Company or any of its Subsidiaries (other than sales or the licensing of its products to customers in the ordinary course of business consistent with past practice), or any sale, assignment, transfer or other disposition of any Intellectual Property (other than licensing of products of the Company or its Subsidiaries in the ordinary course of business and on a non-exclusive basis);
(f) any creation of any Lien on any property of the Company or any of its Subsidiaries except for Liens in existence on the date of this Agreement that are described on Schedules 3.15, 3.16, 3.17 or 3.18;
(g) any write-downs o...
Absence of Changes or Events. Except as contemplated by this Agreement, since the Reference Date no TCA Material Adverse Effect has occurred and, in addition, TCA and its Subsidiaries have not, directly or indirectly:
(a) purchased, otherwise acquired, or agreed to purchase or otherwise acquire, any shares of capital stock or any indebtedness of TCA or any of its Subsidiaries (including, without limitation, any TCA Debentures), or declared, set aside or paid any dividend or otherwise made a distribution (whether in cash, stock, debt or property or any combination thereof) in respect of their capital stock (other than dividends or other distributions payable solely to TCA or a wholly-owned Subsidiary of TCA);
(b) authorized for issuance, issued, sold, delivered, granted or issued any options, warrants, calls, subscriptions or other rights for, or otherwise agreed or committed to issue, sell or deliver any shares of any class of capital stock of TCA or its Subsidiaries or any securities convertible into or exchangeable or exercisable for shares of any class of capital stock of TCA or its Subsidiaries, other than pursuant to and in accordance with the TCA Stock Plans, Directors' Plan and TCA Purchase Plan other than as disclosed on Schedule 3.6 to the TCA Disclosure Statement;
(c) (i) created or incurred any indebtedness for borrowed money exceeding $250,000 in the aggregate, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation (including, without limitation, TEC or any Subsidiary of TEC that is not TCA or a Subsidiary of TCA) exceeding $100,000 in the aggregate, (iii) entered into any oral or written agreement, commitment or transaction or incurred any liability involving, in any one case, in excess of $100,000;
(d) instituted any change in accounting methods, principles or practices other than as required by GAAP or the rules and regulations promulgated by the SEC and disclosed in the notes to the TCA Financial Statements;
(e) revalued any assets, including without limitation, writing down the value of inventory or writing off notes or accounts receivable in excess of amounts previously reserved as reflected in the TCA Balance Sheet;
(f) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate exceed $100,000;
(i) increased in any man...
Absence of Changes or Events. Since the date of the Year-End Balance Sheets, there has not been:
(i) any material adverse change in the finan cial ▇▇▇dition, operations, business, properties or pros pects of the Company and its Subsidiaries taken as a whole;
(ii) any change in the authorized capital or outstanding securities of the Company or any Subsidiary;
(iii) any capital stock, bonds or other securi ties which the Company or any Subsidiary has issued, sold, delivered or agreed to issue, sell or deliver, nor has the Company or any Subsidiary granted or agreed to grant any options, warrants or other rights calling for the issue, sale or delivery thereof;
(iv) any borrowing or agreement by the Company or any Subsidiary to borrow any funds, nor has the Company or any Subsidiary incurred, or become subject to, any absolute or contingent obligation or liability, except trade payables incurred in the ordinary course of business and obligations incurred in connection with the acquisition or improvement of the Danville Property;
(v) any declaration or payment of any bonus or other extraordinary compensation to any employee of the Company or any Subsidiary;
(vi) any hiring, firing, reassignment or other change in any key personnel of the Company or any Subsidiary;
(vii) any sale, transfer or other disposition of, or agreement to sell, transfer or otherwise dispose of, any of the inventories or other assets or properties of the Company or any Subsidiary, except in the ordinary course of business;
(viii) any material damage, destruction or losses against the Company or any Subsidiary, or any waiver of any rights of material value to the Company or any Subsidiary;
(ix) any labor strike or labor dispute, or the entering into of any collective bargaining agreement, with respect to employees of the Company or any Subsidiary;
(x) any claim or liability for any material damages for any actual or alleged negligence or other tort or breach of contract against or affecting the Company or any Subsidiary, except as set forth in Schedule 5.18;
(xi) any new competitor that has, to the knowledge of any Shareholder, built, commenced to build or announced intentions to build a funeral home or mortuary in direct competition with any Home or a cemetery or mausoleum in direct competition with the Cemetery; or
(xii) any other transaction or event entered into or affecting the Company or any Subsidiary other than in the ordinary course of business, except for the acquisition of the Danville Property and as set fo...
Absence of Changes or Events. Except as set forth in Section 3.7 of the Company Disclosure Letter, since December 31, 2000 through the date of this Agreement, the Company and its Subsidiaries have not incurred any liability or obligation that has resulted or would reasonably be expected to result in a Company Material Adverse Effect, and there has not been any change in the business, financial condition or results of operations of the Company or any of its Subsidiaries which has had, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and the Company and its Subsidiaries have conducted their respective businesses in the ordinary course consistent with their past practices.
Absence of Changes or Events. Since the Interim Balance Sheet Date, each Brand Company has (and Seller, in so far as it operated any aspect of the Brand Business or owned any asset constituting a Contributed Asset prior to the date hereof, has)
(i) conducted its business in the ordinary course consistent with past practice, and there has not occurred any change, effect, event, condition or circumstance that, individually or in the aggregate, has resulted in or would reasonably be expected to result in a Company Material Adverse Effect, (ii) used its commercially reasonable efforts to preserve intact its business organization and goodwill and relationships with customers, suppliers, licensors, licensees, distributors, Governmental Entities, and other third parties and to keep available the services of its current officers and employees, and (iii) used its commercially reasonable efforts to protect its Intellectual Property, and to avoid infringing, violating or misappropriating any Intellectual Property of any third party (assuming that the practices, customs, actions and omissions in effect on or taken prior to the Interim Balance Sheet Date were sufficient to avoid the same). Since the Interim Balance Sheet Date, except in the ordinary course of business consistent with past practice or as would not be material and adverse to the Brand Companies:
(a) none of the Brand Companies has sold, leased, transferred, or assigned any of its assets, tangible or intangible, to a third party for more than $100,000 or caused or permitted to exist any Lien (other than Permitted Liens) on any of its assets, including Company Intellectual Property;
(b) none of the Brand Companies has acquired by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof;
(c) none of the Brand Companies has entered into any Contract outside of the ordinary course of business requiring aggregate expenditures of more than $50,000;
(d) none of the Brand Companies has made or committed to make any capital expenditure in excess of $50,000, individually, or $150,000, in the aggregate, outside of the ordinary course of business;
(e) none of the Brand Companies has issued, created, incurred, assumed, or guaranteed any Indebtedness involving more than $50,000;
(f) none of the Brand Companies has changed any of its payment policies with landlords, vendors, suppliers or ...