Events Subsequent to Most Recent Fiscal Year End Sample Clauses
The 'Events Subsequent to Most Recent Fiscal Year End' clause requires disclosure of significant events that have occurred after the close of the most recent fiscal year but before the date of the agreement or report. This typically includes material changes such as acquisitions, losses, or other developments that could impact the financial position or operations of the company. By mandating such disclosures, the clause ensures that all parties have up-to-date and relevant information, thereby reducing the risk of decisions being made based on outdated financial data.
Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End and except as described herein and in the attached exhibits, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of Sewcal. Without limiting the generality of the foregoing, since that date:
(i) Sewcal has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business;
(ii) Sewcal has note entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 outside the Ordinary Course of Business;
(iii) Sewcal has not accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 to which Sewcal is a party.
(iv) Sewcal has not imposed any Security Interest upon any of its assets, tangible or intangible;
(v) Sewcal has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 outside the Ordinary Course of Business;
(vi) Sewcal has not 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) either involving more than $5,000.00 outside the Ordinary Course of Business;
(vii) Sewcal has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $2,500.00 singly or $5,000.00 in the aggregate.
(viii) Sewcal has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business;
(ix) Sewcal has not canceled, compromised, waived, or released any right or claim (or series of related rights and claims) involving more than $2,500.00 outside the Ordinary Course of Business;
(x) Sewcal has not granted any license or sublicense of any rights under or with respect to any Intellectual Property;
(xi) Sewcal has not made or authorized any change in its articles of incorporation or bylaws of any of Sewcal or its Subsidiaries;
(xii) Sewcal has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon...
Events Subsequent to Most Recent Fiscal Year End. Since December 31, 2018, there has not been any Material Adverse Change. Without limiting the generality of the foregoing, except as set forth on Disclosure Schedule 4.9 or in the Ordinary Course of Business, since that date:
(a) The Seller has not sold, leased, transferred, or assigned any assets used in the Business, tangible or intangible, outside the Ordinary Course of Business;
(b) Except for this Agreement and the Transaction Documents, the Seller has not entered into any agreement, contract, lease, or license outside the Ordinary Course of Business;
(c) The Seller has not accelerated, terminated, made material modifications to, or canceled any agreement, contract, lease, license or Permit relating to the Business and to which the Seller is a party or by which it is bound other than in accordance with their respective terms or in the Ordinary Course of Business;
(d) The Seller has not imposed any Lien upon any of the Assets, tangible or intangible, other than in the Ordinary Course of Business;
(e) The Seller has not made any material capital expenditures in respect of the Business outside the Ordinary Course of Business;
(f) The Seller has not transferred, assigned, or granted any license or sublicense of any rights under or with respect to any Intellectual Property included in the Assets;
(g) The Seller has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to the Assets;
(h) The Seller has not made any loan to, or entered into any other transaction with, any of its directors, managers, officers, contractors, consultants or employees outside the Ordinary Course of Business;
(i) The Seller has not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement other than in accordance with their respective terms or consistent with past practice;
(j) The Seller has not granted any increase in excess of two percent (2%) in the base compensation of any of the Transferring Employees;
(k) The Seller has not made any other change in material employment terms for any of the Transferring Employees outside the Ordinary Course of Business;
(l) The Seller has not conducted its cash management customs and practices (including, but not limited to, the timing of collection of receivables and payment of payables and other current liabilities) and maintained its books and records other than in the Ordinary Course of Business consis...
Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Month End, there has not been any adverse change in the assets, liabilities, business, financial condition, operations, and results of operations or future prospects of the Seller or the Stores.
Events Subsequent to Most Recent Fiscal Year End. The Company’s Fiscal Year ends on December 31. The most recent Fiscal year terminated December 31, 2007. Company Financial Statements include the Unaudited Profit and Loss (P&L) and the Unaudited Balance Sheet; the most recent statements are for the year ending December 31, 2007 and for the eleven months to 30th November 2008. Except as set forth in Schedule 2(g), since the Most Recent Fiscal Year End and the Period to 30th November 2008, there has not been any material adverse change in the Business, financial condition, operations, results of operations, or future prospects of the Company. Without limiting the generality of the foregoing, since that date, except as set forth in Schedule 2(g):
(i) the Company has not sold, leased, transferred, or assigned any material portion of its assets, tangible or intangible, outside the Ordinary Course of Business;
(ii) the Company has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) outside the Ordinary Course of Business involving expenditures of more than Five Thousand Dollars ($5,0000);
(iii) No party has accelerated, terminated, materially modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than [Five Thousand Dollars ($5,000) to which the Company is a party or by which it is bound;
(iv) the Company’s material assets, tangible or intangible, are free and clear of any liens, claims, and encumbrances;
(v) the Company has not made any capital expenditure (or series of related capital expenditures) outside the Ordinary Course of Business in excess of Five Thousand Dollars ($5,000);
(vi) the Company has not 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) outside the Ordinary Course of Business;
(vii) the Company has not created, incurred, assumed, or guaranteed more than Five Thousand Dollars ($5,000) in aggregate indebtedness for borrowed money and capitalized lease obligations;
(viii) the Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) outside the Ordinary Course of Business involving more than Ten Thousand Dollars ($10,000);
(ix) the Company has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to...
Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End, and except for the execution by the Company of the Employment Agreements and Retention Bonus Agreements pursuant hereto and for such other action expressly required to be taken by the Company hereunder, thereunder or under any of the other Sellers' Transaction Documents, or transactions expressly required hereunder, thereunder or under any of the Sellers' Transaction Documents, there has not been any adverse change in the business, financial condition, operations, results of operations, or future prospects of the Company that has or would have a Material Adverse Effect. Without limiting the generality of the foregoing, since that date and except either (A) as expressly required hereunder or expressly required under any of the other Sellers' Transaction Documents, or (B) as otherwise set forth in ss.4(h) of the Disclosure Schedule:
(i) the Company has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business;
(ii) the Company has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either (x) involving more than $500,000, individually, for the provision of labor, services or materials for customers entered into in the Ordinary Course of Business ("Ordinary Course Contracts"); (y) involving more than $500,000, individually or in the aggregate, excluding all Ordinary Course Contracts; or (z) outside of the Ordinary Course of Business;
(iii) no party (including the Company) has accelerated, terminated (except with respect to those agreements, contracts, leases or licenses which have expired by their express terms), modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $500,000, individually or in the aggregate, to which the Company is a party or by which it is bound;
(iv) the Company has not imposed any Security Interest upon any of its assets, tangible or intangible, other than in connection with the acquisition of machinery and equipment in the Ordinary Course of Business;
(v) the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than $500,000, individually or in the aggregate, or outside the Ordinary Course of Business;
(vi) the Company has not made any capital investment in, any loan to, or a...
Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End, Seller has operated consistent with past custom and practice, including with respect to quantity and frequency and in compliance with all applicable laws and regulations (the “Ordinary Course of Business”); all of Seller’s financial statements for monthly periods since the Most Recent Fiscal Year End have been prepared on a consistent basis; and there has not been any Material Adverse Effect. Without limiting the generality of the foregoing since that date:
(i) no party (including Seller) has accelerated, terminated, made material modifications to, or canceled any material agreement, contract, lease, or license to which any of Seller or its Affiliates is a party or by which any of them is bound;
(ii) Seller has not imposed any Security Interest upon any of its assets, tangible or intangible other than Permitted Liens;
(iii) Seller has not granted any license or sublicense of or Security Interest in any material rights under or with respect to any Intellectual Property;
(iv) Seller has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to the Purchased Assets;
(v) Except as set forth on Schedule 3.1(f)(v) to the Seller Disclosure Letter, Seller has not granted any increase in the base compensation of any of its directors, officers, and employees outside of the Ordinary Course of Business;
(vi) Seller has not suffered any Material Adverse Effect and no event has occurred which, so far as reasonably can be foreseen, may result in any such Material Adverse Effect;
Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End, there has not been any Material Adverse Change.
Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of any of the Company. Without limiting the generality of the foregoing, since that date:
(i) the Company has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $5,000 or outside the Ordinary Course of Business;
(ii) no party (including the Company) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $5,000 to which the Company is a party or by which any of them is bound;
(iii) the Company has not imposed any Security Interest upon any of its assets, tangible or intangible;
(iv) the Company has not 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);
(v) the Company has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $5,000 singly or in the aggregate;
(vi) the Company has not delayed or postponed the payment of accounts payable and other Liabilities;
(vii) there has been no change made or authorized in the charter or bylaws of the Company;
(viii) the Company has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock;
(ix) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock;
(x) the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property;
(xi) the Company has not borrowed any money from, or entered into any other transaction with, any of its directors, officers and employees;
(xii) the Company has not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement;
(xiii) the Company has not adopted, amended or modi...
Events Subsequent to Most Recent Fiscal Year End. Since December 31, 2002 MX and TMX have carried out their respective businesses in an ordinary manner, consistent with past practices and there has not been any event or occurrence that has had or would reasonably be expected to have a Material Adverse Effect.
Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End, there have been no changes in the assets, business, financial condition, operations, results of operations, or future prospects of the Seller that individually or in the aggregate would have a Material Adverse Effect on the Seller.