Common use of Changes or Events Clause in Contracts

Changes or Events. Except as set forth in Schedule 3.16, since the Company's Last Balance Sheet Date, none of the following has occurred: 3.16.01. Any material transaction by the Company not in the ordinary course of business involving amounts in excess of $20,000; 3.16.02. Any material capital expenditure by the Company involving amounts in excess of $20,000; 3.16.03. Other than in the ordinary course of business, any changes in the condition (financial or otherwise), liabilities, assets, or business or in any business relationships of the Company, including relationships with suppliers or customers, that, when considered individually or in the aggregate, might reasonably be expected to have a Material Adverse Effect; 3.16.04. The destruction of, damage to, or loss of any asset of the Company (regardless of whether covered by insurance) that, when considered individually or in the aggregate, might reasonably be expected to have a Material Adverse Effect; 3.16.05. Any labor disputes that, when considered individually or in the aggregate, might reasonably be expected to have a Material Adverse Effect; 3.16.06. Except as listed on Schedule 3.16, there have been no changes in accounting methods or practices (including, without limitation, any change in depreciation or amortization policies or rates) by the Company, except for any such changes as were required by law; 3.16.07. Other than in the ordinary course of business or if it has no Material Adverse Effect, any increase in the salary or other compensation payable or to become payable by the Company to any employee, or the declaration, payment, or commitment or obligation of any kind for the payment by the Company of a bonus or other additional salary or compensation to any such person; 3.16.08. The material amendment or termination of any material contract, agreement, or license to which the Company is a party, except in the ordinary course of business; 3.16.09. Any loan by the Company to any person or entity, or the guaranteeing by the Company of any loan other than loans made in the ordinary course of business; 3.16.10. Any mortgage, pledge, or other encumbrance of any asset of the Company except in the ordinary course of business; 3.16.11. The waiver or release of any right or claim of the Company, except in the ordinary course of business; 3.16.12. Any other events or conditions of any character within the Knowledge of the Company and the Stockholder that, when considered individually or in the aggregate, have or might reasonably be expected to have a Material Adverse Effect; 3.16.13. Any loss or, to the Knowledge of the Company or the Stockholder, any threatened loss of any permit, license, qualification, special charter or certificate of authority held or enjoyed or formerly held or enjoyed by the Company which loss has had or upon occurrence might reasonably be expected to have a Material Adverse Effect; 3.16.14. Any failure on the part of the Company to operate its business in the ordinary course and consistent with past practices so as to preserve its business organization intact, to retain the services of its employees and to preserve its goodwill and relationships with suppliers, creditors, customers, and others having business relationships with it; 3.16.15. Any agreement by the Company to do any of the things described in the preceding clauses 3.16.01 through 3.16.

Appears in 1 contract

Sources: Exchange Agreement (Amedisys Inc)

Changes or Events. Except as set forth in Schedule 3.16, since the CompanySince Seller's Last Balance Sheet Date, except as described on Schedule 5.16, none of the following has occurred: 3.16.01. 5.16.01 Any material transaction by the Company Seller not in the ordinary course of business involving amounts in excess of $20,0005,000; 3.16.02. 5.16.02 Any material capital expenditure by the Company Seller involving amounts in excess of $20,0005,000; 3.16.03. 5.16.03 Other than in the ordinary course of business, any changes in the condition (financial or otherwise), liabilities, assets, or business or in any business relationships of the CompanySeller, including relationships with suppliers or customers, that, when considered individually or in the aggregate, might are reasonably be expected to have a Material Adverse Effect; 3.16.04. 5.16.04 The destruction of, damage to, or loss of any asset of the Company Seller (regardless of whether covered by insurance) that, when considered individually or in the aggregate, might are reasonably be expected to have a Material Adverse Effect; 3.16.05. 5.16.05 Any labor disputes that, when considered individually or in the aggregate, might are reasonably be expected to have a Material Adverse Effect; 3.16.06. Except as listed on Schedule 3.16, there 5.16.06 There have been no changes change in accounting methods or practices (including, without limitation, any change in depreciation or amortization policies or rates) by the CompanySeller, except for any such changes as were required by law; 3.16.07. 5.16.07 Other than in the ordinary course of business or if it has no Material Adverse Effectand payments to the pharmacist employed by Seller in the amount of $4,000.00, any increase in the salary or other compensation payable or to become payable by the Company Seller to any employee, or the declaration, payment, or commitment or obligation of any kind for the payment by the Company Seller of a bonus or other additional salary or compensation to any such person; 3.16.08. 5.16.08 The material amendment or termination of any material contract, agreement, or license to which the Company Seller is a party, except in the ordinary course of business; 3.16.09. 5.16.09 Any loan by the Company Seller to any person or entity, or the guaranteeing by the Company Seller of any loan other than loans made in the ordinary course of business; 3.16.10. 5.16.10 Any mortgage, pledge, or other encumbrance of any asset of the Company Seller except in the ordinary course of business; 3.16.11. 5.16.11 The waiver or release of any right or claim of the CompanySeller, except in the ordinary course of business; 3.16.12. Any other events or conditions of any character within the Knowledge of the Company and the Stockholder that, when considered individually or in the aggregate, have or might reasonably be expected to have a Material Adverse Effect; 3.16.13. Any loss or, to the Knowledge of the Company or the Stockholder, any threatened loss of any permit, license, qualification, special charter or certificate of authority held or enjoyed or formerly held or enjoyed by the Company which loss has had or upon occurrence might reasonably be expected to have a Material Adverse Effect; 3.16.14. Any failure on the part of the Company to operate its business in the ordinary course and consistent with past practices so as to preserve its business organization intact, to retain the services of its employees and to preserve its goodwill and relationships with suppliers, creditors, customers, and others having business relationships with it; 3.16.15. Any agreement by the Company to do any of the things described in the preceding clauses 3.16.01 through 3.16.

Appears in 1 contract

Sources: Asset Purchase Agreement (Amedisys Inc)

Changes or Events. Except as set forth Other than in Schedule 3.16the ordinary course of business, since the Company's Last Balance Sheet DateDecember 31, 2002, except as described on Schedule 5.14, none of the following has occurred: 3.16.01. Any material transaction by the Company not in the ordinary course of business involving amounts in excess of $20,000; 3.16.02. Any material capital expenditure by the Company involving amounts in excess of $20,000; 3.16.03. 5.14.01 Other than in the ordinary course of business, any changes in the condition (financial or otherwise), liabilities, assetsAssets, or business business, or in any business relationships of the CompanySellers, including relationships with suppliers or customers, that, when considered individually or in the aggregate, might are reasonably be expected to have a Material Adverse Effect; 3.16.04. 5.14.02 The destruction of, damage to, or loss of any asset of the Company Sellers (regardless of whether covered by insurance) that, when considered individually or in the aggregate, might are reasonably be expected to have a Material Adverse Effect; 3.16.05. 5.14.03 Any labor disputes that, when considered individually or in the aggregate, might are reasonably be expected to have a Material Adverse Effect; 3.16.06. Except as listed on Schedule 3.16, there 5.14.04 There have been no changes change in accounting methods or practices (including, without limitation, any change in depreciation or amortization policies or rates) by the Companyeither Seller, except for any such changes as were required by law; 3.16.07. 5.14.05 Other than in the ordinary course of business or if it has no Material Adverse Effectbusiness, any increase in the salary or other compensation payable or to become payable by the Company Sellers to any employee, or the declaration, payment, or commitment or obligation of any kind for the payment by the Company Sellers of a bonus or other additional salary or compensation to any such person; 3.16.08. 5.14.06 Any mortgage, pledge, or other encumbrance of any asset of Sellers except in the ordinary course of business; 5.14.07 The material amendment or termination of any material contract, agreement, contract or license agreement to which the Company either Seller is a party, except in the ordinary course of business; 3.16.09. Any loan by the Company to any person or entity, or the guaranteeing by the Company of any loan other than loans made in the ordinary course of business; 3.16.10. Any mortgage, pledge, or other encumbrance of any asset of the Company except in the ordinary course of business; 3.16.11. 5.14.08 The waiver or release of any right or claim of the Companyeither Seller, except in the ordinary course of business; 3.16.12. Any other events or conditions of any character within the Knowledge of the Company and the Stockholder that, when considered individually or 5.14.09 Except such matters undertaken in the aggregate, have or might reasonably be expected to have a Material Adverse Effect; 3.16.13. Any loss or, to the Knowledge of the Company or the Stockholderconsultation with Purchaser, any threatened loss of any permit, license, qualification, special charter or certificate of authority held or enjoyed or formerly held or enjoyed by the Company which loss has had or upon occurrence might reasonably be expected to have a Material Adverse Effect; 3.16.14. Any failure on the part of the Company either Seller to operate its business in the ordinary course and consistent with past practices so as to preserve its business organization intact, to retain the services of its employees and to preserve its goodwill and relationships with suppliers, creditors, customers, and others having business relationships with it; 3.16.15. 5.14.10 Any action taken or omitted to be taken by either Seller which would cause (after lapse of time, notice or both) the breach, default, or acceleration of any right, contract, commitment, or other obligation of either Seller; or 5.14.11 Any agreement by the Company either Seller to do any of the things described in the preceding clauses 3.16.01 through 3.16in this section.

Appears in 1 contract

Sources: Asset Purchase Agreement (Amedisys Inc)