CONDUCT IN THE ORDINARY COURSE; ABSENCE OF EVENTS Clause Samples

CONDUCT IN THE ORDINARY COURSE; ABSENCE OF EVENTS. Since the Last Audit Date, Sellers have conducted the Business in the Ordinary Course of Business of Sellers. Without limiting the generality of the foregoing, since the Last Audit Date, Dunellen and CTC have not, except in the Ordinary Course of Business of Sellers or as otherwise set forth on Schedule 3.06: (a) permitted or allowed any of CTC’s or Dunellen’s assets or properties to be subjected to any Encumbrance, other than Permitted Encumbrances and Encumbrances that will be released at or prior to the Closing; (b) discharged or otherwise obtained the release of any Encumbrance or paid or otherwise discharged any Liability, other than current Liabilities reflected on the Reference Balance Sheet and current Liabilities incurred in the Ordinary Course of Business of Sellers since the Last Audit Date; (c) written down or written up (or failed to write down or write up in accordance with U.S. GAAP consistent with past practice) any of Dunellen’s or CTC’s assets or properties other than in accordance with U.S. GAAP; (d) made any change in any method of accounting or accounting practice or policy used by Dunellen or CTC, other than any such changes that are required by U.S. GAAP and that are set forth in Schedule 3.06;
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CONDUCT IN THE ORDINARY COURSE; ABSENCE OF EVENTS. Since the Last Audit Date, Sellers have conducted the Business in the Ordinary Course of Business of Sellers. Without limiting the generality of the foregoing, since the Last Audit Date, Dunellen and CTC have not, except in the Ordinary Course of Business of Sellers or as otherwise set forth on Schedule 3.06: (a) permitted or allowed any of CTC’s or Dunellen’s assets or properties to be subjected to any Encumbrance, other than Permitted Encumbrances and Encumbrances that will be released at or prior to the Closing; (b) discharged or otherwise obtained the release of any Encumbrance or paid or otherwise discharged any Liability, other than current Liabilities reflected on the Reference Balance Sheet and current Liabilities incurred in the Ordinary Course of Business of Sellers since the Last Audit Date; (c) written down or written up (or failed to write down or write up in accordance with U.S. GAAP consistent with past practice) any of Dunellen’s or CTC’s assets or properties other than in accordance with U.S. GAAP; (d) made any change in any method of accounting or accounting practice or policy used by Dunellen or CTC, other than any such changes that are required by U.S. GAAP and that are set forth in Schedule 3.06; (e) amended, terminated, cancelled or compromised any material Claims in favor of Dunellen or CTC or waived any other rights of substantial value to Dunellen or CTC; (f) sold, transferred, Leased, licensed or otherwise disposed of any assets or properties, real, personal or mixed (including leasehold interests and intangible property) of Dunellen or CTC, other than in the Ordinary Course of Business of Sellers; (g) issued or sold any capital stock, notes, bonds or other securities, or granted any option, warrant or other right to acquire or registration rights with respect to the same, of Dunellen or CTC or declared or paid any dividend or other distribution or payment in respect of shares of capital stock of Dunellen or CTC; (h) merged with, entered into a consolidation with or acquired an interest of five percent (5%) or more in any Person or acquired a substantial portion of the assets, properties or business of any Person or any division or line of business thereof, or otherwise acquired any material assets or properties; (i) made any capital expenditure or commitment for any capital expenditure in excess of $25,000, individually, or $100,000, in the aggregate; (j) made any material changes in the customary methods of operations of Dunelle...
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Related to CONDUCT IN THE ORDINARY COURSE; ABSENCE OF EVENTS

  • Conduct of Business in Ordinary Course Since the Balance Sheet Date, except as described in the Disclosure Schedules, since the Balance Sheet Date each member of the Company Group has not: (i) sold, transferred or otherwise disposed of any Assets except for Assets which are obsolete and which individually or in the aggregate do not exceed $25,000 and except for licenses entered into in the Ordinary Course; (ii) incurred any material liability or obligation (including the borrowing of funds under existing lines of credit or otherwise), or assumed, guaranteed or otherwise became liable with respect to the liabilities of any Person, except in the Ordinary Course; (iii) declared, made, paid or committed to any form of distribution or reduction of the profits of any member of the Company Group or of its respective capital, including any (i) dividend (including stock dividends) or other distribution on any present or future shares of capital stock, (ii) purchase, redemption or retirement or acquisition of any of its shares of capital stock, or any option, warrant or other right to acquire any such shares, or apply or set apart any of its assets therefor, (iii) bonuses to stockholders, (iv) payment on account of loans made to any stockholders of any member of the Company Group , or (v) payment of any bonuses or management fees; (iv) created, allotted or issued any shares of capital stock, or entered into any agreement, or grant any option, right or privilege, whether pre-emptive, contractual or otherwise for the purchase or other acquisition of shares of capital stock or securities convertible into such shares of any member of the Company Group, nor amended its charter documents, changed its capital structure or entered into any agreement or make any offer to do so; (v) discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate exceeded $50,000; (vi) made any payment to any employee, officer, manager or director other than salary, commission, bonus or expense reimbursement other than in the Ordinary Course; (vii) made any bonus or profit sharing distribution or similar payment of any kind, or incurred the obligation for the same; (viii) granted any general increase in the rate of wages, salaries, bonuses or other remuneration of any employees of the Company; (ix) made any change to the rate or form of compensation or remuneration payable or to become payable to any of its shareholders, directors, officers, managers, employees, consultants, agents or contractors which is outside of Ordinary Course; (x) entered into any termination, notice, severance, or change of control agreement with any of its shareholders, directors, managers, employees, or consultants or agents; (xi) instituted, adopted or amended (or committed to do so) any Employee Plan; (xii) written off as uncollectible any material amount of accounts receivable not otherwise reserved for; (xiii) made any material Tax election or changed any existing material Tax election or settled or compromised any material Tax liability; (xiv) made, or agreed to make, any material change in any method of accounting or auditing practice; (xv) amended or changed its articles of incorporation or by-laws; (xvi) issued or authorized for issuance any shares of its capital stock; (xvii) entered into any “related party transaction” as such term is defined under GAAP; or (xviii) authorized, agreed or otherwise committed, whether or not in writing, to do any of the foregoing.

  • No Control of Other Party’s Business Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.

  • Property Inventory and Protection of Assets Grantee will; 1. maintain an inventory of equipment, supplies defined as controlled assets, and property described in this Contract and submit to the assigned contract manager, upon request. 2. maintain, repair, and protect assets under this Contract to assure their full availability and usefulness. 3. if Grantee is indemnified, reimbursed, or otherwise compensated for any loss of, destruction of, or damage to the assets provided or obtained under this Contract, use the proceeds to repair or replace those assets.

  • No Control of the Other Party’s Business The Parties acknowledge and agree that the restrictions set forth in this Agreement are not intended to give Parent or Merger Sub, on the one hand, or the Company, on the other hand, directly or indirectly, the right to control or direct the business or operations of the other at any time prior to the Effective Time. Prior to the Effective Time, each of Parent and the Company will exercise, consistent with the terms, conditions and restrictions of this Agreement, complete control and supervision over their own business and operations.

  • Control of Other Party’s Business Nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent's operations prior to the Effective Time. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company's operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its respective operations.