Certain Developments Sample Clauses

Certain Developments. The Acquired Assets have been owned and operated in all material respects in the ordinary course of business and there has not been or occurred any event, condition, circumstance or change which has had or which is reasonably likely to have a material adverse effect on the Acquired Assets.

Certain Developments. Since the date of the Company's Form 10-Q for the nine months ended September 30, 1996, there has been (a) a material decline in the Company's financial condition, (b) no declaration, setting aside or payment of any dividend or other distribution with respect to, or any direct or indirect redemption or acquisition of any of the capital stock of the Company, (c) no waiver of any material right of the Company or any of its subsidiaries or cancellation of any material debt or claim held by the Company or any of its subsidiaries, (d) no loan by the Company or any of its subsidiaries to any officer, or director, employee or stockholder of the Company or any of its subsidiaries, or any agreement or commitment therefor, (e) no material loss, destruction or damage to any property of the Company or any of its subsidiaries, whether or not insured, (f) no material labor disputes involving the Company or any of its subsidiaries and no material change in the personnel of the Company or any of its subsidiaries or the terms and conditions of their employment, and (g) otherwise than for fair value and in the ordinary course of business, no acquisition or disposition of any assets (or any contract or arrangement therefor), nor any other transaction by the Company or any of its subsidiaries.

Certain Developments. During the period from May 28, 2011 through the date hereof: (a) there has not occurred any event, change, occurrence or circumstance that, individually or in the aggregate with any such other events, changes, occurrences or circumstances, that to the Knowledge of National has had or would reasonably be expected to have a Material Adverse Effect; (b) the business of National and each of its Subsidiaries has been carried on and conducted in all material respects in the ordinary course of business consistent with past practice; and (c) neither National nor any of its Subsidiaries has: (1) experienced any damage, destruction or loss, whether or not covered by insurance, with respect to the property or assets of National or any of its Subsidiaries having a replacement cost of more than $500,000 for any single loss or $1,000,000 for all losses; or (2) taken, authorized any of, or committed, resolved or agreed to take, any action that would have been prohibited by Section 5.1 had this Agreement been in effect on May 28, 2011.

Certain Developments. Except for actions set forth on Schedule 4.1(g), during the period beginning on December 1, 2019 and ending on the Closing Date, Seller has not: (i) conducted the Business outside the Ordinary Course; (ii) made any distributions, other than distributions to Parent or the Owners for Taxes; (iii) sold, leased, transferred, or assigned any assets, tangible or intangible, having a value in excess of $25,000.00, other than inventory sold in the Ordinary Course; (iv) entered into any single Contract (or series of related Contracts), either (A) other than client Contracts, involving more than $10,000.00 (individually or in the aggregate); (B) outside the Ordinary Course; or (C) that adversely affects the Assets or the right, title and interest therein of the owner of such Assets, which would be binding upon any subsequent owner of any Assets or which would run with the respective Assets; (v) entered into any Government Contracts or accelerated, terminated, modified, or cancelled any Government Contract to which Seller is a party or by which it is bound either involving more than $10,000.00 (individually or in the aggregate) or outside the Ordinary Course; (vi) entered into any agreement, Contract, lease or license (or series of related agreements, Contracts, leases or licenses) with any other individual, partnership, limited liability company, corporation, association, joint stock company, trust, joint venture, unincorporated organization, Governmental Entity or similar entity that, directly or indirectly, Controls, is Controlled by or is under common Control with Seller; (vii) waived any right of material value; (viii) accelerated, terminated, modified, or cancelled any Contract (or series of related Contracts), involving more than $10,000.00 (individually or in the aggregate) to which Seller is a party or by which it is bound or had the counterparty to such a Contract accelerate, terminate, modify or cancel such a Contract; (ix) imposed any Lien, except for Permitted Liens, upon any of its Assets, tangible or intangible; (x) maintained the Assets in a state of repair and condition that was inconsistent with the requirements and normal conduct of the Business; (xi) made any capital expenditure (or series of related capital expenditures) either involving more than $10,000.00 or outside the Ordinary Course; (xii) 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 investment...

Certain Developments. Except as qualified and disclosed in Disclosure Schedule 4.6, since the Balance Sheet Date, the Company has conducted the Business in the ordinary course of business and there has occurred no facts, events, developments, or circumstances which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. Since the Balance Sheet Date, the Company has not: (a) sold, leased, assigned, licensed, transferred, or other disposed of any of its property or assets or portion thereof (other than sales of inventory and collection of accounts receivable in the ordinary course of business) or subjected them to any additional Liens; (b) purchased, leased, or otherwise acquired of the right to own, use, or lease any property or assets for an amount in excess of $50,000, individually or in the aggregate; (c) suffered any theft, damage, destruction, or casualty loss exceeding $50,000 in the aggregate, whether or not covered by insurance; (d) declared, set aside, or paid any distribution of property or assets other than Cash on Hand to any Member with respect to its equity; (e) amended, restated, or amended and restated, or authorized any of the foregoing to, its articles of organization, operating agreement, or any other organizational document; (f) issued, sold, or transferred any of its equity interests, securities convertible into its equity interests, or warrants, options, or other rights to convert into, exchange or acquire its equity interests; (g) split, combined, or reclassified any equity interests; (h) sold, assigned, transferred, or permitted to lapse any material interest in any Intellectual Property of the Company; (i) abandoned, allowed a lapse, or failed to maintain in full force and effect any Intellectual Property of the Company; (j) created any Lien on any equity interests; (k) other than in the ordinary course of business and the Company’s standard employee review process, made or granted any bonus or any material wage or salary or compensation increase to any employee, independent contractor, or group of employees, entered into any employment, sale bonus, stay bonus or severance Contract with any officer or employee of the Company, or made or granted any increase in any Employee Benefit Plans, amended, modified, or terminated any Employee Benefit Plans or adopted any Employee Benefit Plans; (l) hired or promoted any person as or to an officer position; (m) terminated any employee of the Company with an annu...

Certain Developments. Except as set forth on Schedule 4.06 or as otherwise contemplated by this Agreement, during the period beginning on December 31, 2013, and ending on the Closing Date, the Company has not: (a) sold, leased, transferred, or assigned any of its material assets, tangible or intangible (including Proprietary Rights) other than inventory sold for a fair consideration in the ordinary course of business; (b) entered into any Contract or Permit (or series of related Contracts and Permits), either (i) involving more than $50,000 (individually or in the aggregate), or (ii) outside the ordinary course of business; (c) entered into any Contract with any Governmental Entity or accelerated, terminated, modified, or cancelled any Contract with any Governmental Entity to which the Company is a party or by which it is bound; (d) entered into any Contract (or series of related Contracts) with any Related Person or Affiliate of the Company or any Selling Party; (e) waived any right of material value; (f) accelerated, terminated, modified, or cancelled any Contract (or series of related Contracts) involving more than $50,000 (individually or in the aggregate) to which the Company is a party or by which it is bound; (g) imposed (or allowed to be imposed) any Lien (other than Permitted Liens) upon any of its assets, tangible or intangible (including any Proprietary Rights); (h) made any capital expenditure (or series of related capital expenditures) either involving more than $50,000 or outside the ordinary course of business; (i) 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); (j) issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any Indebtedness; (k) delayed or postponed the payment of accounts payable and other Liabilities outside the ordinary course of business; (l) 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 pursuant to the Option Cancellation Agreements); (m) entered into any employment Contract or collective bargaining agreement, written or oral, or modified the terms of any such existing Contract or agreement; (n) adopted, amended, modified or terminated any Benefit Plan, any profit sharing, incentive, severance or other plan; ...

Certain Developments. Schedule 3.24 ....... Power of Attorney/Guarantor Schedule 3.23 ....... Certain Interests of Affiliates Schedule 3.25 ....... Insurance Policies Schedule 3.26 .......

Certain Developments. Except in the Ordinary Course, during the period beginning on January 1, 2009 and ending on the Closing Date, the Seller has not: (a) suffered any theft, damage, destruction or casualty loss to any Purchased Asset or any portion of the Purchased Assets, or any substantial destruction of its books and records (in each case whether or not covered by insurance); (b) sold, leased, assigned or transferred any Purchased Asset or any portion of the Purchased Assets (other than dispositions of Purchased Assets disposed of in the Ordinary Course and dispositions of Purchased Assets which have been replaced with Purchased Assets of equal or greater value and utility); (c) waived any right of material value; (d) accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $25,000 (individually or in the aggregate) to which the Seller is a party or by which it is bound; (e) imposed any Lien upon any of the Purchased Assets, tangible or intangible; (f) made any capital expenditure involving more than $10,000; (g) made any capital investment in, any acquisition of the securities or assets of, any other Person other than in the Ordinary Course; (h) issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation; (i) delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course; (j) entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (k) adopted, amended, modified, or terminated any bonus, profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its managers, officers, and employees (or taken any such action with respect to any other Benefit Plan); (l) with respect to any such election, accounting method, amendment, closing or similar agreement, claim, assessment or position that would affect the Buyer after Closing, made any Tax election, adopted or changed any accounting method for Tax purposes, filed any amended Tax Return, consented to or entered into any closing agreement or similar agreement with any Taxing Authority, consented to or settled or compromised any Tax claim or assessment or taken any position inconsistent with any past practice on any Tax Return; or (m) agre...

Certain Developments. Other than pursuant to this Agreement or as described on Company Disclosure Schedule 3.5, during the period commencing as of the date of the Latest Balance Sheet and expiring as of the date of this Agreement, neither the Company nor any of its Subsidiaries have: (a) mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets or sold, leased, assigned, conveyed, transferred or otherwise disposed of any asset of the Company or any Subsidiary (other than dispositions of inventory in the ordinary course of business, dispositions of obsolete or worn out assets in the ordinary course of business, dispositions of assets which have been replaced with assets of equal or greater value and utility, and collection of receivables in the ordinary course of business); (b) discharged or satisfied any Lien, or paid any obligation or liability (fixed or contingent), except in the ordinary course of business or which, if not in the ordinary course of business, in the aggregate, would not be material to the Company and its Subsidiaries taken as a whole; (c) made any material deviation from any historical accounting principle, procedure or practice followed by the Company or any of its Subsidiaries or in the method of applying any such principle, procedure or practice; (d) suffered any Material Adverse Effect and no event, change or circumstance has occurred with respect to the Company or any of its Subsidiaries which has had or would reasonably be expected to have a Material Adverse Effect; (e) made any issuance, sale or disposition of capital stock or any other securities or grant of any options, warrants or other rights to subscribe for or purchase any capital stock or any other securities of the Company or any of its Subsidiaries; (f) made or granted any bonus or any wage, salary or compensation increase other than in the ordinary course of business to any employee or independent contractor, except pursuant to the express terms of any written contract or agreement which is described on Company Disclosure Schedule 3.8 or 3.11; (g) entered into any transaction or contract or conducted its business other than in the ordinary course of business consistent with past practice; (h) instituted or settled any legal proceedings which, individually or in the aggregate, would be material to the Company and its Subsidiaries taken as a whole; or (i) authorized any of, or committed, resolved or agreed to take any of, the foregoing actions, or any action that wou...