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 its property; (x) the Company has not granted any increase in the base compensation of any of its members, managers, directors, officers, and employees; (xi) the Company has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees; (xii) the Company has not made any other material change in employment terms for any of its directors, officers, and employees; and (xiii) the Company has not committed to any of the foregoing.
Appears in 1 contract
Sources: Agreement for the Purchase and Sale of Common Stock (Valcom, Inc)
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 Since the Most Recent Fiscal Year End and the Period to 30th November 2008End, there has not been any material adverse change in the Businessbusiness, financial condition, operations, results of operations, or future prospects of any of the CompanyCompany and its Subsidiary. Without limiting the generality of the foregoing, since that date, except as set forth in Schedule 2(g)::
(i) 4.8.1 none of the Company and its Subsidiary has not sold, leased, transferred, or assigned any material portion of its assets, tangible or intangible, outside other than for a fair consideration in the Ordinary Course of Business;
(ii) 4.8.2 none of the Company and its Subsidiary has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $20,000 or outside the Ordinary Course of Business involving expenditures of more than Five Thousand Dollars ($5,0000)Business;
4.8.3 no party (iiiincluding any of the Company and its Subsidiary) No party has accelerated, terminated, materially modified, or cancelled canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than [Five Thousand Dollars ($5,000) 20,000 to which any of the Company and its Subsidiary is a party or by which it any of them is bound;
(iv) 4.8.4 none of the Company’s material Company and its Subsidiary has imposed any Security Interest upon any of its assets, tangible or intangible, are free and clear of any liens, claims, and encumbrances;
(v) 4.8.5 none of the Company and its Subsidiary has not made any capital expenditure (or series of related capital expenditures) either involving more than $20,000 or outside the Ordinary Course of Business in excess of Five Thousand Dollars ($5,000)Business;
(vi) 4.8.6 none of the Company and its Subsidiary has not made any capital investment in, any loan to, or any acquisition of the securities or assets of of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $20,000 or outside the Ordinary Course of Business;
(vii) 4.8.7 none of the Company and its Subsidiary has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed more than Five Thousand Dollars ($5,000) in aggregate any indebtedness for borrowed money and or capitalized lease obligationsobligation either involving more than $5,000 singly or $20,000 in the aggregate;
(viii) 4.8.8 none of the Company and its Subsidiary has not cancelleddelayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business;
4.8.9 none of the Company and its Subsidiary has canceled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $20,000 or outside the Ordinary Course of Business involving more than Ten Thousand Dollars ($10,000)Business;
(ix) 4.8.10 none of the Company and its Subsidiary has not granted any license or sublicense of any rights under or with respect to any Intellectual Property outside the Ordinary Course of Business;
4.8.11 there has been no change made or authorized in the charter or bylaws of any of the Company and its Subsidiary;
4.8.12 none of the Company and its Subsidiary has 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;
4.8.13 none of the Company and its Subsidiary has 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;
4.8.14 none of the Company and its Subsidiary has experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property;
(x) 4.8.15 none of the Company and its Subsidiary has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business;
4.8.16 none of the Company and its Subsidiary has entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement;
4.8.17 none of the Company and its Subsidiary has granted any increase in the base compensation of any of its members, managers, directors, officers, and employeesemployees outside the Ordinary Course of Business;
(xi) 4.8.18 none of the Company and its Subsidiary has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employeesemployees (or taken any such action with respect to any other Employee Benefit Plan (as defined below));
(xii) 4.8.19 none of the Company and its Subsidiary has not made any other material change in employment terms for any of its directors, officers, and employeesemployees outside the Ordinary Course of Business;
4.8.20 none of the Company and its Subsidiary has made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business;
4.8.21 there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving any of the Company and its Subsidiary; and
(xiii) 4.8.22 none of the Company and its Subsidiary has not committed to any of the foregoing.
Appears in 1 contract
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; Since the most recent statements are for the fiscal 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 2008end, there has not been any material adverse change in the Businessbusiness, financial condition, operations, results of operations, or future prospects of the CompanyACL. Without limiting the generality of the foregoing, since that date, except as set forth in Schedule 2(g)::
(ia) the Company ACL has not sold, leased, transferred, or assigned any material portion of its assets, tangible or intangible, outside other than for a fair consideration in the Ordinary Course of Business;
(iib) the Company ACL 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 involving expenditures of more than Five Thousand Dollars ($5,0000)Business;
(iiic) No no party (including ACL) has accelerated, terminated, materially modified, or cancelled canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than [Five Thousand Dollars ($5,000) 5,000 to which the Company ACL is a party or by which it is bound;
(ivd) the Company’s material ACL has not imposed any Security Interest upon any of its assets, tangible or intangible, are free and clear of any liens, claims, and encumbrances;
(ve) the Company ACL has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000 or outside the Ordinary Course of Business in excess of Five Thousand Dollars ($5,000)Business;
(vif) the Company ACL has not made any capital investment in, any loan to, or any acquisition of the securities or assets of of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000 or outside the Ordinary Course of Business;
(viig) the Company ACL has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed more than Five Thousand Dollars ($5,000) in aggregate any indebtedness for borrowed money and or capitalized lease obligationsobligation either involving more than $5,000 singly or $25,000 in the aggregate;
(viiih) the Company ACL has not cancelledcanceled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $5,000 or outside the Ordinary Course of Business involving more than Ten Thousand Dollars ($10,000)Business;
(ixi) ACL has not granted any license or sublicense of any rights under or with respect to any Intellectual Property;
(j) there has been no change made or authorized in the Company charter or bylaws of ACL;
(k) ACL 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;
(l) ACL has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property;
(xm) ACL has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Company Ordinary Course of Business;
(n) ACL 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;
(o) ACL has not granted any increase in the base compensation of any of its members, managers, directors, officers, and employeesemployees outside the Ordinary Course of Business;
(xip) the Company ACL has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employeesemployees (or taken any such action with respect to any other Employee Benefit Plan);
(xiiq) the Company ACL has not made any other material change in employment terms for any of its directors, officers, and employeesemployees outside the Ordinary Course of Business;
(r) ACL has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business;
(s) there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving ACL; and
(xiiit) the Company ACL has not committed to any of the foregoing.
Appears in 1 contract
Sources: Merger Agreement (American Consolidated Laboratories Inc)
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 Since the Most Recent Fiscal Year End and the Period to 30th November 2008End, there has not been any material adverse change in the Businessbusiness, 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 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 involving more than $5,000 or outside the Ordinary Course of Business involving expenditures of more than Five Thousand Dollars ($5,0000)Business;
(iii) No no party (including the Company or any Shareholder) 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) 5,000 to which the Company is a party or by which it is bound;
(iv) the Company’s material Company has not imposed any Security Interest upon any of its 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) either involving more than $5,000 or outside the Ordinary Course of Business in excess of Five Thousand Dollars ($5,000)Business;
(vi) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000 or outside the Ordinary Course of Business;
(vii) the Company has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed more than Five Thousand Dollars ($5,000) in aggregate any indebtedness for borrowed money and or capitalized lease obligationsobligation either involving more than $2,000 singly or $5,000 in the aggregate;
(viii) the Company has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business;
(ix) the Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $5,000 or outside the Ordinary Course of Business involving more than Ten Thousand Dollars ($10,000)Business;
(ixx) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property;
(xi) there has been no change made or authorized in the articles of incorporation, or bylaws of the Company;
(xii) 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;
(xiii) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock or membership interests, as the case may be, (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock;
(xiv) the Company has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property;
(xxv) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business;
(xvi) 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;
(xvii) the Company has not granted any increase in the base compensation of any of its members, managers, directors, officers, and employeesemployees outside the Ordinary Course of Business;
(xixviii) the Company has not adopted, amended, modified, modified or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employeesemployees (or taken any such action with respect to any other Employee Benefit Plan);
(xiixix) the Company has not made any other material change in employment terms for any of its directors, officers, and employees; andemployees outside the Ordinary Course of Business;
(xiiixx) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business;
(xxi) the Company has not paid any amount to any third party with respect to any Liability or obligation (including any costs and expenses the Company has incurred or may incur in connection with this Agreement and the transactions contemplated hereby);
(xxii) there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving any of the Company or the Shareholders; and
(xxiii) neither the Company nor any Shareholder has committed to any of the foregoing.
Appears in 1 contract
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 Since the Most Recent Fiscal Year End and the Period to 30th November 2008End, there has not been any material adverse change in the Businessbusiness, 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 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 involving more than $10,000 or outside the Ordinary Course of Business involving expenditures of more than Five Thousand Dollars ($5,0000)Business;
(iii) No no party (including the Company) 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) 10,000 to which the Company is a party or by which it is bound;
(iv) the Company’s material Company has not imposed any Security Interest upon any of its 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) either involving more than $10,000 or outside the Ordinary Course of Business in excess of Five Thousand Dollars ($5,000)Business;
(vi) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $10,000 or outside the Ordinary Course of Business;
(vii) the Company has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed more than Five Thousand Dollars ($5,000) in aggregate any indebtedness for borrowed money and or capitalized lease obligationsobligation either involving more than $10,000 singly or $25,000 in the aggregate;
(viii) the Company has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business;
(ix) 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 its property;
(x) the Company has not granted any increase in the base compensation license or sublicense of any of its members, managers, directors, officers, and employeesrights under or with respect to any Intellectual Property;
(xi) there has been no change made or authorized in the Company has not adopted, amended, modified, charter or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for bylaws of the benefit of any of its directors, officers, and employeesCompany;
(xii) the Company has not made any other material change in employment terms for issued, sold, or otherwise disposed of any of its directorscapital stock, officersor granted any options, and employeeswarrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; and
(xiii) xiii)except as expressly provided in this Agreement, the Company has not committed 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 the foregoing.its capital stock;
Appears in 1 contract
Sources: Stock Purchase Agreement (National Vision Associates LTD)
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 Since the Most Recent Fiscal Year End and the Period to 30th November 2008End, there has not been any material adverse change in the Businessbusiness, 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)::
(ia) the Company ▇▇▇▇▇ has not sold, leased, transferred, or assigned any material portion of its assets, tangible or intangible, outside other than (i) in the Ordinary Course of Business, (ii) where any such transaction was with an Affiliate of ▇▇▇▇▇, for a fair consideration, and (iii) transactions which are, singly and in the aggregate, immaterial;
(iib) 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 $250,000 or outside the Ordinary Course of Business involving expenditures or, in the case of more any such transaction with an Affiliate, other than Five Thousand Dollars ($5,0000)for a fair consideration;
(iiic) No no party (including ▇▇▇▇▇) has accelerated, terminated, materially modified, or cancelled canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than [Five Thousand Dollars ($5,000) 250,000 to which the Company ▇▇▇▇▇ is a party or by which it is bound;
(ivd) the Company’s material ▇▇▇▇▇ has not imposed any Security Interest upon any of its assets, tangible or intangible, are free and clear of any liens, claims, and encumbrances;
(ve) the Company ▇▇▇▇▇ has not made any capital expenditure (or series of related capital expenditures) either involving more than $250,000 or outside the Ordinary Course of Business in excess of Five Thousand Dollars ($5,000)Business;
(vif) the Company ▇▇▇▇▇ has not made any capital investment in, any loan to, or any acquisition of the securities or assets of of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $100,000 or outside the Ordinary Course of Business;
(viig) the Company ▇▇▇▇▇ has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed more than Five Thousand Dollars ($5,000) in aggregate any indebtedness for borrowed money and or capitalized lease obligationsobligations involving more than $100,000 singly or $250,000 in the aggregate (other than indebtedness for money borrowed from the Seller, consistent with past practices);
(viiih) the Company ▇▇▇▇▇ has not cancelleddelayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business;
(i) ▇▇▇▇▇ has not canceled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $100,000 or outside the Ordinary Course of Business involving more than Ten Thousand Dollars ($10,000)Business;
(ixj) ▇▇▇▇▇ has not granted any license or sublicense of any rights under or with respect to any Intellectual Property;
(k) there has been no change made or authorized in the Company charter or bylaws of ▇▇▇▇▇;
(l) ▇▇▇▇▇ 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;
(m) ▇▇▇▇▇ 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;
(n) ▇▇▇▇▇ has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property;
(xo) ▇▇▇▇▇ has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Company Ordinary Course of Business, and ▇▇▇▇▇ has not engaged in any transaction which gives rise to an intercompany obligation between ▇▇▇▇▇ and the Seller or any of the Seller's Affiliates (other than payables to and receivables from the Seller which shall be cancelled at the Closing in accordance with Section 2.06 above);
(p) ▇▇▇▇▇ 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;
(q) ▇▇▇▇▇ has not granted any increase in the base compensation of any of its members, managers, directors, officers, and employeesemployees outside the Ordinary Course of Business;
(xir) the Company ▇▇▇▇▇ has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employeesemployees (or taken any such action with respect to any other Employee Benefit Plan);
(xiis) the Company ▇▇▇▇▇ has not made any other material change in employment terms for any of its directors, officers, and employeesemployees outside the Ordinary Course of Business;
(t) ▇▇▇▇▇ has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business;
(u) to Seller's Knowledge, except as expressly contemplated by this Agreement or the Disclosure Schedule, there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving ▇▇▇▇▇; and
(xiiiv) the Company ▇▇▇▇▇ has not committed to any of the foregoing.
Appears in 1 contract
Sources: Stock Purchase Agreement (New England Business Service Inc)
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 on Schedule 2(g)3.37, since the Most Recent Fiscal Year End and the Period to 30th November 2008June 30, 2003, there has not been any material adverse change in the Businessbusiness, financial condition, operations, results of operations, Assets, customer, supplier or employee relations or future prospects of the Company (other than changes in general economic conditions) which has resulted in or would reasonably be expected have a Material Adverse Effect on Company. Without limiting the generality of the foregoing, since that date, except as set forth in Schedule 2(g)::
(ia) the Company has not sold, leased, transferred, or assigned any material portion of its assetsAssets, tangible or intangible, outside the Ordinary Course of Business, except that Company sold or otherwise transferred the stock of LDS and the Intercompany Note Receivable to Seller on January 30, 2004;
(iib) 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 $25,000 or outside the Ordinary Course of Business involving expenditures of more than Five Thousand Dollars ($5,0000)Business;
(iiic) No no party (including Company) has accelerated, terminated, materially modifiedmade material modifications to, or cancelled any agreementContract, contract, leaseLease, or license (or series of related agreements, contractsContracts, leasesLeases, and licenses) involving more than [Five Thousand Dollars ($5,000) 25,000 to which the Company is a party or by which it is boundbound nor, to Company’s Knowledge, threatened any of the foregoing actions;
(ivd) except for the Company’s material assetsPermitted Liens, Company has not caused or permitted any Lien to be imposed upon any of its Assets, tangible or intangible, are free and clear of any liens, claims, and encumbrances;
(ve) the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than $25,000 or outside the Ordinary Course of Business in excess of Five Thousand Dollars ($5,000)Business;
(vif) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $25,000 or outside the Ordinary Course of Business;
(viig) the Company has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed more than Five Thousand Dollars ($5,000) in aggregate any indebtedness for borrowed money and or capitalized lease obligationsobligations either involving more than $25,000 individually or $50,000 in the aggregate;
(viiih) the Company has not incurred, created or otherwise become liable for any indebtedness and has not delayed or postponed the payment of accounts payable and other liabilities either involving more than $25,000 individually or $50,000 in the aggregate, or outside the Ordinary Course of Business;
(i) Company has not amended, 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)and has not accelerated collection of accounts receivable or delayed payment of accounts payable;
(ixj) Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property;
(k) there has been no change made or authorized in the articles of incorporation or bylaws of Company;
(l) Company has not issued, sold, exchanged, 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;
(m) except as disclosed in the Financial Statements, 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, or granted any Person any option or other right to acquire any shares of capital stock or other securities of Company;
(n) Company has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its propertyproperty that is material, individually or in the aggregate, to Company’s business or Assets;
(xo) Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees other than in the Ordinary Course of Business;
(p) Company has not entered into any employment contract involving base compensation of $50,000 or more or any collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement;
(q) Company has not granted any increase in the base compensation of any of its members, managers, directors, officers, and officers or employees;
(xir) the Company has not adopted, terminated, amended, modified, or terminated modified any bonus, profit-profit sharing, incentive, severance, employee benefit or other plan, contract, or commitment for the benefit of any of its directors, officers, and employeesemployees (or taken any such action with respect to any other Benefit Plan);
(xiis) Company has not entered into or modified any retention, severance or incentive agreement related to the transactions contemplated by this Agreement;
(t) Company has not made any other material change in employment terms terms, compensation or benefits for any of its directors, officers, officers and employees;
(u) Company has not changed any method or principle of accounting except to the extent required by GAAP or as advised by Company’s independent accountant;
(v) Company has not made any Tax election or settled any Tax Liability; and
(xiiiw) the Company has not committed to or agreed to undertake any of the foregoing.
Appears in 1 contract
Sources: Stock Purchase Agreement (Alion Science & Technology Corp)
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 on Schedule 2(g)4.8, since the Most Recent Fiscal Year End and the Period to 30th November 2008End, there has not been any material adverse change in the Businessbusiness, financial condition, operations, results of operations, assets, customer, supplier or employee relations or future prospects of the CompanyCompany (other than changes in general economic conditions) which has had, or is reasonably likely to have, a Material Adverse Effect on the Company or its business as presently conducted. Without limiting the generality of the foregoing, since that date, except as set forth in Schedule 2(g)::
(i) 4.8.1. the Company has not sold, leased, transferred, or assigned any material portion of its assets, tangible or intangible, that are material, either individually or in the aggregate, to the Company’s business, outside the Ordinary Course of Business;
(ii) 4.8.2. 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 $25,000 or outside the Ordinary Course of Business involving expenditures of more than Five Thousand Dollars ($5,0000)Business;
4.8.3. no party (iiiincluding the Company) No party has accelerated, terminated, materially modifiedmade material modifications to, 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) 25,000 to which the Company is a party or by which it is boundbound nor, to the Knowledge of the Seller and the Company, threatened any of the foregoing actions;
(iv) 4.8.4. except for the Company’s material Permitted Encumbrances, the Company has not caused or permitted any Encumbrance to be imposed upon any of its assets, tangible or intangible, that are free and clear of any liensmaterial, claimseither individually or in the aggregate, and encumbrancesto the Company’s business;
(v) 4.8.5. 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)Business;
(vi) 4.8.6. the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of of, any other Person (or series of related capital investments, loans, and acquisitions) );
4.8.7. the Company has not outside the Ordinary Course of Business issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation;
4.8.8. the Company has not incurred, created or otherwise become liable for any Indebtedness and has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business;
(vii) 4.8.9. the Company has not createdamended, 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)and has not accelerated collection of accounts receivable or delayed payment of accounts payable;
4.8.10. the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property that is material, either individually or in the aggregate, to the Company’s business;
4.8.11. there has been no change made or authorized in the certificate of incorporation or bylaws of the Company which have not been approved in writing by Buyer;
4.8.12. the Company has not issued, sold, exchanged, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (ixincluding upon conversion, exchange, or exercise) any of its capital stock;
4.8.13. except as disclosed in the Financial Statements, 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, or granted any Person any option or other right to acquire any shares of capital stock or other securities of the Company;
4.8.14. the Company has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its propertyproperty that is material, either individually or in the aggregate, to the Company’s business;
(x) 4.8.15. the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees other than in the Ordinary Course of Business;
4.8.16. 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;
4.8.17. the Company has not granted any increase in the base compensation of any of its members, managers, directors, officersofficers or employees except that effective January 1, 2003, certain officers were granted compensation increases and employeeseffective July 1, 2003 all employees will receive compensation adjustments, all as disclosed in Schedule 4.8;
(xi) 4.8.18. the Company has not adopted, amended, modified, or terminated terminated, in any material respect, any bonus, profit-profit sharing, incentive, severance, employee benefit or other plan, contract, or commitment for the benefit of any of its directors, officers, and employeesemployees (or taken any such action with respect to any other Employee Benefit Plan);
(xii) 4.8.19. the Company has not entered into or modified any retention, severance or incentive agreement related to the transactions contemplated by this Agreement;
4.8.20. except as disclosed on Schedule 4.8, the Company has not made any other material change in employment terms terms, compensation or benefits for any of its directors, officers, officers and employees;
4.8.21. the Company has not changed any method or principle of accounting except to the extent required by GAAP or as advised by the Company’s independent accountant;
4.8.22. the Company has not made any material Tax election, or except as disclosed on Schedule 4.8, settled any Tax liability; and
(xiii) 4.8.23. the Company has not committed to or agreed to undertake any of the foregoing.
Appears in 1 contract
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 Since the Most Recent Fiscal Year End and the Period to 30th November 2008End, there has not been any material adverse change in the Businessbusiness, 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 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 involving more than $5,000 or outside the Ordinary Course of Business involving expenditures of more than Five Thousand Dollars ($5,0000)Business;
(iii) No no party (including the Company or any Stockholder) 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) 5,000 to which the Company is a party or by which it is bound;
(iv) the Company’s material Company has not imposed any Security Interest upon any of its 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) either involving more than $5,000 or outside the Ordinary Course of Business in excess of Five Thousand Dollars ($5,000)Business;
(vi) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000 or outside the Ordinary Course of Business;
(vii) the Company has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed more than Five Thousand Dollars ($5,000) in aggregate any indebtedness for borrowed money and or capitalized lease obligationsobligation either involving more than $2,000 singly or $5,000 in the aggregate;
(viii) the Company has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business;
(ix) the Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $5,000 or outside the Ordinary Course of Business involving more than Ten Thousand Dollars ($10,000)Business;
(ixx) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property;
(xi) there has been no change made or authorized in the certificate of incorporation, or bylaws of the Company;
(xii) 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;
(xiii) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock or membership interests, as the case may be, (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock;
(xiv) the Company has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property;
(xxv) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business;
(xvi) 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;
(xvii) the Company has not granted any increase in the base compensation of any of its members, managers, directors, officers, and employeesemployees outside the Ordinary Course of Business;
(xixviii) the Company has not adopted, amended, modified, modified or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employeesemployees (or taken any such action with respect to any other Employee Benefit Plan);
(xiixix) the Company has not made any other material change in employment terms for any of its directors, officers, and employees; andemployees outside the Ordinary Course of Business;
(xiiixx) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business;
(xxi) the Company has not paid any amount to any third party with respect to any Liability or obligation (including any costs and expenses the Company has incurred or may incur in connection with this Agreement and the transactions contemplated hereby);
(xxii) there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving any of the Company or the Stockholders; and
(xxiii) neither the Company nor any Stockholder has committed to any of the foregoing.
Appears in 1 contract
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 on Schedule 2(g)4.8, since the Most Recent Fiscal Year End and the Period to 30th November 2008End, there has not been any material adverse change in the Businessbusiness, financial condition, operations, results of operations, assets, customer, supplier or employee relations or future prospects of the CompanyCompany (other than changes in general economic conditions) which has had, or is reasonably likely to have, a Material Adverse Effect on the Company or its business as presently conducted. Without limiting the generality of the foregoing, since that date, except as set forth in Schedule 2(g)::
(i) 4.8.1 the Company has not sold, leased, transferred, or assigned any material portion of its assets, tangible or intangible, that are material, either individually or in the aggregate, to the Company’s business, outside the Ordinary Course of Business;
(ii) 4.8.2 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 Twenty-Five Thousand Dollars (US $25,000.00) or outside the Ordinary Course of Business involving expenditures of more than Five Thousand Dollars ($5,0000)Business;
4.8.3 no party (iiiincluding the Company) No party has accelerated, terminated, materially modifiedmade material modifications to, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than [Twenty-Five Thousand Dollars (US $5,00025,000.00) to which the Company is a party or by which it is boundbound nor, to the Knowledge of each Seller and the Company, threatened any of the foregoing actions;
(iv) 4.8.4 except for the Company’s material Permitted Encumbrances, the Company has not caused or permitted any Encumbrance to be imposed upon any of its assets, tangible or intangible, that are free and clear of any liensmaterial, claimseither individually or in the aggregate, and encumbrancesto the Company’s business;
(v) 4.8.5 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)Business;
(vi) 4.8.6 the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of of, any other Person (or series of related capital investments, loans, and acquisitions) );
4.8.7 the Company has not outside the Ordinary Course of Business issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation;
4.8.8 the Company has not incurred, created or otherwise become liable for any Indebtedness and has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business;
(vii) 4.8.9 the Company has not createdamended, 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)and has not accelerated collection of accounts receivable or delayed payment of accounts payable;
4.8.10 the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property that is material, either individually or in the aggregate, to the Company’s business;
4.8.11 there has been no change made or authorized in the Certificate of Formation or the Operating Agreement of the Company which have not been approved in writing by Buyer;
4.8.12 the Company has not issued, sold, exchanged, or otherwise disposed of any of its units, or granted any options, warrants, or other rights to purchase or obtain (ixincluding upon conversion, exchange, or exercise) any of its units;
4.8.13 except as disclosed in the Financial Statements, the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its units (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its units, or granted to any Person any option or other right to acquire any units or other securities of the Company;
4.8.14 the Company has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its propertyproperty that is material, either individually or in the aggregate, to the Company’s business;
(x) 4.8.15 the Company has not made any loan to, or entered into any other transaction with, any of its managing members and/or managers and employees other than in the Ordinary Course of Business;
4.8.16 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;
4.8.17 the Company has not granted any increase in the base compensation of any of its members, managers, directors, officers, and managing members and/or managers or employees;
(xi) 4.8.18 the Company has not adopted, amended, modified, or terminated terminated, in any material respect, any bonus, profit-profit sharing, incentive, severance, employee benefit or other plan, contract, or commitment for the benefit of any of its directors, officers, managing members and/or managers and employeesemployees (or taken any such action with respect to any other Employee Benefit Plan);
(xii) 4.8.19 the Company has not entered into or modified any retention, severance or incentive agreement related to the transactions contemplated by this Agreement;
4.8.20 except as disclosed on Schedule 4.8, the Company has not made any other material change in employment terms terms, compensation or benefits for any of its directors, officers, managing members and/or managers and employees;
4.8.21 the Company has not changed any method or principle of accounting except to the extent required by GAAP or as advised by the Company’s independent accountant;
4.8.22 the Company has not made any material Tax election, or except as disclosed on Schedule 4.8, settled any Tax liability; and
(xiii) 4.8.23 the Company has not committed to or agreed to undertake any of the foregoing.
Appears in 1 contract
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 audited statements are for the year ending December 31period from inception to March31, 2007 and for the eleven months to 30th November 20082010 . Except as set forth in Schedule 2(g), since the Most Recent Fiscal Year End and the Period to 30th November 2008End, 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 One Thousand Dollars ($5,00001,000);
(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 One Thousand Dollars ($5,0001,000) 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 One Thousand Dollars ($5,0001,000);
(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 One Thousand Dollars ($5,0001,000) 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 One Thousand Dollars ($10,0001,000);
(ix) the Company has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property;
(x) the Company has not granted any increase in the base compensation of any of its members, managers, directors, officers, and employees;
(xi) the Company has not adopted, amended, modified, or terminated any bonus, profit-profit- sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees;
(xii) the Company has not made any other material change in employment terms for any of its directors, officers, and employees; and
(xiii) the Company has not committed to any of the foregoing.
Appears in 1 contract
Sources: Purchase and Sale Agreement
Events Subsequent to Most Recent Fiscal Year End. The Company’s Fiscal Year ends on December 31. The most recent Fiscal year terminated Since 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 20082003, there has not been any material adverse change Material Adverse Effect in the Businessbusiness, financial condition, operations, results of operations, 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 assetsAssets, tangible or intangible, outside other than for a fair consideration in the Ordinary Course of Business;
(ii) the Company no Person (including ▇▇▇▇▇▇) has not entered into accelerated, terminated, modified, or cancelled any agreement, contract, lease, lease or license (or series of related agreements, contracts, leases, and licenses) outside the Ordinary Course of Business to which ▇▇▇▇▇▇ is a Party or by which it is bound involving expenditures (A) more than $25,000; or (B) a term of more than Five Thousand Dollars ($5,0000)one year;
(iii) No party has acceleratedExcept for capital equipment expenditures reflected on the Closing Date Balance Sheet, 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) either involving more than $25,000 or outside the Ordinary Course of Business in excess of Five Thousand Dollars ($5,000)Business;
(viiv) the Company ▇▇▇▇▇▇ has not made any capital investment in, any loan to, or any acquisition of the securities or assets of of, any other Person (or series of related capital investments, loans, and acquisitions) either involving (A) more than $25,000, (B) or outside the Ordinary Course of Business;
(viiv) the Company ▇▇▇▇▇▇ has not created, incurred, assumed, delayed or guaranteed more than Five Thousand Dollars ($5,000) in aggregate indebtedness for borrowed money postponed the payment of accounts payable and capitalized lease obligationsother Liabilities outside the Ordinary Course of Business;
(viiivi) the Company ▇▇▇▇▇▇ has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving (A) more than $25,000, or (B) outside the Ordinary Course of Business involving more than Ten Thousand Dollars ($10,000)Business;
(ixvii) the Company has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property;
(x) the Company ▇▇▇▇▇▇ has not granted any increase in the base compensation license or sublicense of any of its members, managers, directors, officers, and employeesrights under or with respect to any Intellectual Property;
(xiviii) the Company ▇▇▇▇▇▇ has not adoptedentered into any employment agreement or independent contractor agreements, amended, modifiedwritten or oral, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for modified the benefit terms of any of its directors, officers, and employeesexisting such contract or agreement involving more than $25,000 in the aggregate or entered into any collective bargaining agreement;
(xii) the Company has not made any other material change in employment terms for any of its directors, officers, and employees; and
(xiii) the Company has not committed to any of the foregoing.
Appears in 1 contract
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 Since the Most Recent Fiscal Year End and the Period to 30th November 2008End, there has not been any material adverse change in Material Adverse Effect on the Business, financial condition, operations, results of operations, Advisor or future prospects on the ability of the CompanyAdvisor to consummate the transactions contemplated in this Agreement. Without limiting the generality of the foregoing, since that date, except as set forth in Schedule 2(g):on Section 7.8 of the Disclosure Schedule, since that date:
(ia) each of the Advisor and the Development Company has not sold, leased, transferred, or assigned any material portion of its assets, tangible or intangible, outside other than for a fair consideration in the Ordinary Course of Business;
(iib) each of the Advisor and the Development Company has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $25,000 or outside the Ordinary Course of Business, other than contracts or subcontracts entered into in the Ordinary Course of Business by the Development Company involving expenditures of more less than Five Thousand Dollars ($5,0000)100,000;
(iiic) No no party (including the Advisor and the Development Company) has accelerated, terminated, materially modified, or cancelled canceled any material 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 Advisor or the Development Company is a party or by which it is bound;
(ivd) each of the Company’s material Advisor and the Development Company has not imposed any Security Interest upon any of its assets, tangible or intangible, are free and clear intangible other than in the Ordinary Course of any liens, claims, and encumbrancesBusiness;
(ve) each of the Advisor and the Development Company has not made any capital expenditure (or series of related capital expenditures) either involving more than $50,000 or outside the Ordinary Course of Business in excess of Five Thousand Dollars ($5,000)Business;
(vif) each of the Advisor and the Development Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of of, any other Person (or series of related capital investments, loans, and acquisitions);
(g) each of the Advisor and the Development 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;
(h) each of the Advisor and the Development Company has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business;
(viii) each of the Advisor and the Development 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 cancelledcanceled, 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)Business;
(ixj) each of the Advisor and the Development Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property;
(k) there has been no change made or authorized in the articles of incorporation or by-laws of the Advisor or the Development Company;
(l) each of the Advisor and the Development 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;
(m) each of the Advisor and the Development 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;
(n) each of the Advisor and the Development Company has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property;
(xo) each of the Advisor and the Development Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business;
(p) each of the Advisor and the Development Company has not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any such existing contract or agreement;
(q) each of the Advisor and the Development Company has not granted any increase in the base compensation of any of its members, managers, directors, officers, and employeesemployees outside the Ordinary Course of Business;
(xir) each of the Advisor and the Development Company has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employeesemployees (or taken any such action with respect to any other Employee Benefit Plan);
(xiis) each of the Advisor and the Development Company has not made any other material change in employment terms for any of its directors, officers, and employeesemployees outside the Ordinary Course of Business or in the terms of its agreements with any independent contractors;
(t) each of the Advisor and the Development Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business;
(u) to the Knowledge of the Stockholders and the Advisor, there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Advisor or the Development Company; and
(xiiiv) to the Knowledge of the Stockholders and the Advisor, each of the Advisor and the Development Company has is not committed under any legal obligation, whether written or oral, to do any of the foregoing.
Appears in 1 contract
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 Since the Most Recent Fiscal Year End and the Period to 30th November 2008End, there has not been any material adverse change in the Business, financial condition, operations, results of operations, a Material Adverse Change or future prospects of the Event involving Bearings Company. Without limiting the generality of the foregoing, since that date, except as set forth in Schedule 2(g)::
(i) the 4.8.1 Bearings Company has not sold, leased, transferred, transferred or assigned any material portion of its assetsassets or properties, tangible or intangible, outside other than in the Ordinary Course of Business;
(ii) the 4.8.2 Bearings Company has not entered into any agreement, contract, lease, lease or license (or series of related agreements, contracts, leases, and leases or licenses) either involving more than $25,000 or outside the Ordinary Course of Business involving expenditures of more than Five Thousand Dollars ($5,0000)Business;
4.8.3 Except as set forth on Schedule 4.8.3 of the Disclosure Schedule, no Person (iiiincluding Bearings Company) No party has has, to the Knowledge of AVS, accelerated, terminated, materially modified, modified or cancelled any agreement, contract, lease, lease or license (or series of related agreements, contracts, leases, and leases or licenses) involving more than [Five Thousand Dollars ($5,000) 25,000 to which the Bearings Company is a party or by which it Bearings Company is bound;
(iv) the Company’s material assets, tangible 4.8.4 Bearings Company has not imposed any Security Interest upon any of its assets or intangible, are free and clear of any liens, claims, and encumbrancesproperties;
(v) 4.8.5 Except as set forth on Schedule 4.8.5 of the Disclosure Schedule, Bearings 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 (involving more than $5,000)25,000;
(vi) the 4.8.6 Bearings Company has not made any capital investment in, any loan to, to or any acquisition of the securities or any assets of or properties of, any other Person (or series of related capital investments, loans, and loans or acquisitions) involving more than $25,000;
4.8.7 Bearings 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 obligations either involving more than $25,000 singly or $50,000 in the aggregate;
4.8.8 Except as set forth in Schedule 4.8.8 of the Disclosure Schedule, Bearings Company has not delayed or postponed the payment of accounts payable and other Liabilities 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 4.8.9 Bearings Company has not cancelled, compromised, waived, waived or released any right or claim (or series of related rights and or claims) either involving more than $25,000 or outside the Ordinary Course of Business involving more than Ten Thousand Dollars ($10,000)Business;
4.8.10 Bearings Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property;
4.8.11 There has been no change made or authorized in the Certificate of Incorporation or Bylaws of Bearings Company;
4.8.12 Bearings 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 (ixincluding upon conversion, exchange or exercise) the any shares of its capital stock;
4.8.13 Bearings 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 shares of its capital stock;
4.8.14 Bearings Company has not experienced any material damage, destruction, destruction or loss (whether or not covered by insurance) to any of its propertyassets or properties;
(x) 4.8.15 Bearings Company has not made any loan to, or entered into any other transaction with, any of its directors, officers or employees outside the Ordinary Course of Business;
4.8.16 Bearings 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;
4.8.17 Bearings Company has not granted any increase in the base compensation of any of its members, managers, directors, officers, and employeesofficers or employees outside the Ordinary Course of Business;
(xi) the 4.8.18 Bearings Company has not adopted, amended, modified, modified or terminated any bonus, profit-sharing, incentive, severance, severance or other plan, contract, contract or commitment for the benefit of any of its directors, officers, and employeesofficers or employees (or taken any such action with respect to any other Employee Benefit Plan);
(xii) the 4.8.19 Bearings Company has not made any other material change in employment terms for any of its directors, officersofficers or employees outside the Ordinary Course of Business;
4.8.20 Bearings Company has not made or pledged to make any charitable or other capital contribution in excess of $10,000;
4.8.21 Except as set forth in Schedule 4.8.21 of the Disclosure Schedule, and employeesBearings Company has been operated in the Ordinary Course of Business; and
(xiii) the 4.8.22 Bearings Company has not committed or undertaken to do any of the foregoing.
Appears in 1 contract
Events Subsequent to Most Recent Fiscal Year End. The Company’s Fiscal Year ends on December 31. The most recent Fiscal year terminated December Since October 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 20082005, there has not been any material adverse change in the Businessbusiness, financial condition, operations, or results of operations, or future prospects operations of the Companyany Target. Without limiting the generality of the foregoing, since that dateDecember 31, except as set forth in Schedule 2(g):2004:
(ia) the Company each Target has not sold, leased, transferred, or assigned any material portion of its assets, tangible or intangible, outside other than for a fair consideration in the Ordinary Course of Business;
(iib) the Company each Target has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $50,000 or outside the Ordinary Course of Business involving expenditures of more (other than Five Thousand Dollars ($5,0000are no longer in force or effect);
(iiic) No no party (including each Target) 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) 50,000 to which the Company any Target is a party or by which it is any of its assets are bound;
(ivd) the Company’s material each Target has not imposed any Security Interest upon any of its assets, tangible or intangible, are free and clear of any liens, claims, and encumbrances;
(ve) the Company each Target has not made any capital expenditure (or series of related capital expenditures) either involving more than $50,000 or outside the Ordinary Course of Business in excess of Five Thousand Dollars ($5,000)Business;
(vif) the Company each Target has not made any capital investment in, any loan to, or any acquisition of the securities or assets of of, any other Person (or series of related capital investments, loans, and acquisitions) outside the Ordinary Course of Business);
(viig) the Company each Target has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed more than Five Thousand Dollars ($5,000) in aggregate any indebtedness for borrowed money and or capitalized lease obligationsobligation;
(viiih) except as provided on Section 4.15(a) of the Company Disclosure Schedule, each Target has not accelerated, delayed or postponed the payment of accounts payable or other Liabilities (other than those that are current and where there is no claim or dispute about fees or expenses for such acceleration, delay or postponement);
(i) each Target 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);
(ixj) each Target has not granted any license or sublicense of any rights under or with respect to any Intellectual Property;
(k) there has been no change made or authorized in the Company Charter or Operating Agreement of any Target;
(l) each Target has not issued, sold, or otherwise disposed of any Target Membership Interests, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any Target Membership Interests;
(m) each Target has not made any distribution with respect to any Target Membership Interests (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any Target Membership Interests;
(n) except as provided on Section 4.15(a) of the Disclosure Schedule, each Target has not made or changed any material election in respect of Taxes, adopted or changed any accounting method or period in respect of Taxes, entered into any Tax-sharing, allocation, compensation or like agreement, settled any claim or assessment in respect of Taxes, requested any Tax ruling or consented to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes;
(o) each Target has not changed its methods or principles of accounting;
(p) each Target has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its propertyproperty in excess of $50,000;
(xq) each Target has not made any loan to, or entered into any other transaction with, any of its members, managers, officers, and employees outside the Company Ordinary Course of Business;
(r) each Target has not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any such existing contract or agreement;
(s) each Target has not granted any increase in the base compensation of any of its members, managers, directors, officers, and employeesemployees outside the Ordinary Course of Business;
(xit) the Company each Target has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its members, managers, directors, officers, and employeesemployees (or taken any such action with respect to any other Employee Benefit Plan);
(xiiu) the Company each Target has not made any other material change in employment terms for any of its members, managers, directors, officers, and employeesemployees outside the Ordinary Course of Business;
(v) each Target has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business;
(w) except as provided on Section 4.15(a) of the Disclosure Schedule, there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving any Target; and
(xiiix) except as provided on Section 4.15(a) of the Company Disclosure Schedule, each Target has not committed to any of the foregoing.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Ambassadors International Inc)
Events Subsequent to Most Recent Fiscal Year End. The Company’s Fiscal Year ends on December 31. The most recent Fiscal year terminated Since 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 20081997, there has not been any material adverse change in the Businessbusiness, financial condition, operations, results of operations, or future prospects of the CompanyBr▇▇▇. Without limiting the generality of the foregoing, since that date, except :
4.9.1 Br▇▇▇ ▇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 other than for a fair consideration in the Ordinary Course of Business;
(ii) the Company has 4.9.2 Br▇▇▇ ▇as not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $C10,000 or outside the Ordinary Course of Business involving expenditures of more than Five Thousand Dollars ($5,0000)Business;
4.9.3 no party (iiiincluding Br▇▇▇) No party has accelerated, terminated, materially modified, or cancelled canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than [Five Thousand Dollars ($5,000) C10,000 to which the Company is Br▇▇▇ ▇s a party or by which it any of them is bound;
(iv) the Company’s material 4.9.4 Br▇▇▇ ▇as not imposed any Security Interest upon any of its assets, tangible or intangible, are free and clear of any liens, claims, and encumbrances;
(v) the Company has 4.9.5 Br▇▇▇ ▇as not made any capital expenditure (or series of related capital expenditures) either involving more than $C10,000 or outside the Ordinary Course of Business in excess of Five Thousand Dollars ($5,000)Business;
(vi) the Company has 4.9.6 Br▇▇▇ ▇as not made any capital investment in, any loan to, or any acquisition of the securities or assets of of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $C10,000 or outside the Ordinary Course of Business;
(vii) the Company has 4.9.7 Br▇▇▇ ▇as not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed more than Five Thousand Dollars ($5,000) in aggregate any indebtedness for borrowed money and or capitalized lease obligationsobligation either involving more than $C10,000 singly or $C10,000 in the aggregate;
(viii) 4.9.8 Br▇▇▇ ▇as not delayed or postponed the Company has payment of accounts payable and other Liabilities outside the Ordinary Course of Business;
4.9.9 Br▇▇▇ ▇as not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $C10,000 or outside the Ordinary Course of Business involving more than Ten Thousand Dollars ($10,000)Business; 12
4.9.10 Br▇▇▇ ▇as not granted any license or sublicense of any rights under or with respect to any Intellectual Property;
4.9.11 Br▇▇▇ ▇as not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (ixincluding upon conversion, exchange, or exercise) the Company has any of its capital stock;
4.9.12 Br▇▇▇ ▇as not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property;
(x) 4.9.13 Br▇▇▇ ▇as not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Company has Ordinary Course of Business;
4.9.14 Br▇▇▇ ▇as not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement;
4.9.15 Br▇▇▇ ▇as not granted any increase in the base compensation of any of its members, managers, directors, officers, and employeesemployees outside the Ordinary Course of Business;
(xi) the Company has 4.9.16 Br▇▇▇ ▇as not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employeesemployees (or taken any such action with respect to any other Employee Benefit Plan);
(xii) the Company has 4.9.17 Br▇▇▇ ▇as not made any other material change in employment terms for any of its directors, officers, and employeesemployees outside the Ordinary Course of Business;
4.9.18 Br▇▇▇ ▇as not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business;
4.9.19 there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Br▇▇▇; and
(xiii) the Company has 4.9.20 Br▇▇▇ ▇as not committed to any of the foregoing.
Appears in 1 contract
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 Since the Most Recent Fiscal Year End and the Period to 30th November 2008End, there has not been any material adverse change in the Businessbusiness, 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) 4.8.1. the Company has not sold, leased, transferred, or assigned any material portion of its assets, tangible or intangible, outside other than for a fair consideration in the Ordinary Course of Business;
(ii) 4.8.2. 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 involving expenditures of more than Five Thousand Dollars ($5,0000)Business;
4.8.3. no party (iiiincluding the Company) 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) 5,000 to which the Company is a party or by which it is bound;
(iv) 4.8.4. the Company’s material Company has not imposed any Security Interest upon any of its assets, tangible or intangible, are free and clear of any liens, claims, and encumbrances;
(v) 4.8.5. the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than $10,000 or outside the Ordinary Course of Business in excess of Five Thousand Dollars ($5,000)Business;
(vi) 4.8.6. the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000 or outside the Ordinary Course of Business;
(vii) 4.8.7. the Company has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed more than Five Thousand Dollars ($5,000) in aggregate any indebtedness for borrowed money and or capitalized lease obligationsobligation either involving more than $10,000 singly or $50,000 in the aggregate;
(viii) 4.8.8. the Company has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business;
4.8.9. the Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $5,000 or outside the Ordinary Course of Business involving more than Ten Thousand Dollars ($10,000)Business;
4.8.10. the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property;
4.8.11. there has been no change made or authorized in the Organizational Documents of the Company;
4.8.12. the Company has not issued, sold, or otherwise disposed of any of its membership interests or equity securities, or granted any options, warrants, or other rights to purchase or obtain (ixincluding upon conversion, exchange, or exercise) any of its membership interests or equity secuirities;
4.8.13. the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its membership interests or equity secuirities (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its membership interests or equity securities;
4.8.14. the Company has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property;
(x) 4.8.15. the Company has not made any loan to, or entered into any other transaction with, any of its members, managers, directors, officers, and employees;
4.8.16. 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;
4.8.17. the Company has not granted any increase in the base compensation of any of its members, managers, directors, officers, and employeesemployees outside the Ordinary Course of Business;
(xi) 4.8.18. the Company has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its members, managers, directors, officers, and employeesemployees (or taken any such action with respect to any other “employee benefit plan” as such term is defined in ERISA);
(xii) 4.8.19. the Company has not made any other material change in employment terms for any of its members, managers, directors, officers, and employeesemployees outside the Ordinary Course of Business;
4.8.20. the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business;
4.8.21. there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Company;
4.8.22. the Company has not agreed to or entered into any agreement with any network marketing distributor of the Company (“Ambassador”) providing for any compensation or other benefit or status or opportunity that is either inconsistent with terms offered to other Ambassadors generally under the Company’s network marketing plan or in violation of the Company’s network marketing plan; and
(xiii) 4.8.23. the Company has not committed to do any of the foregoing.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Nu Skin Enterprises Inc)
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 Since the Most Recent Fiscal Year End and the Period to 30th November 2008End, there has not been any material adverse change in the Businessbusiness, 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 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 involving more than $2,500 or outside the Ordinary Course of Business involving expenditures of more than Five Thousand Dollars ($5,0000)Business;
(iii) No no party (including the Company) 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) 2,500 to which the Company is a party or by which it is bound;
(iv) the Company’s material Company has not imposed any Security Interest upon any of its 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) either involving more than $2,500 or outside the Ordinary Course of Business in excess of Five Thousand Dollars ($5,000)Business;
(vi) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $2,500 or outside the Ordinary Course of Business;
(vii) the Company has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed more than Five Thousand Dollars ($5,000) in aggregate any indebtedness for borrowed money and or capitalized lease obligationsobligation either involving more than $2,500 singly or $20,000 in the aggregate;
(viii) the Company has not delayed or postponed the payment of accounts payable or other Liabilities outside the Ordinary Course of Business;
(ix) the Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $2,500 or outside the Ordinary Course of Business involving more than Ten Thousand Dollars ($10,000)Business;
(ixx) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property;
(xi) there has been no change made or authorized in the charter or bylaws of the Company;
(xii) 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;
(xiii) 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;
(xiv) the Company has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property;
(xxv) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business;
(xvi) 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;
(xvii) the Company has not granted any increase in the base compensation of any of its members, managers, directors, officers, and employeesemployees outside the Ordinary Course of Business;
(xixviii) the Company has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employeesemployees (or taken any such action with respect to any other employee benefit plan);
(xiixix) the Company has not made any other material change in employment terms for any of its directors, officers, and employeesemployees outside the Ordinary Course of Business;
(xx) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business;
(xxi) there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Company; and
(xiiixxii) the Company has not committed to any of the foregoing.
Appears in 1 contract
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 Since the Most Recent Fiscal Year End and the Period to 30th November 2008End, there has not been any material adverse change in the Businessassets, Liabilities, business, financial condition, operations, results of operations, or future prospects of any of the CompanyDO Group Parties. Without limiting the generality of the foregoing, since that date, except as set forth in Schedule 2(g):Section 4.12 of the Disclosure Schedule:
(i) 4.12.1 None of the Company DO Group Parties has not sold, leased, transferred, or assigned any material portion of its assets, tangible or intangible, outside other than for fair consideration in the Ordinary Course of Business;
(ii) 4.12.2 None of the Company DO Group Parties has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $25,000 or outside the Ordinary Course of Business involving expenditures of more than Five Thousand Dollars ($5,0000)Business;
(iii) 4.12.3 No party (including any of the DO Group Parties) has accelerated, terminated, materially modified, or cancelled canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than [Five Thousand Dollars ($5,000) 25,000 to which any of the Company DO Group Parties is a party or by which it any of them is bound;
(iv) 4.12.4 None of the Company’s material DO Group Parties has imposed or permitted to be imposed any Security Interest upon any of its assets, tangible or intangible, are free and clear or discharged or otherwise obtained the release of any liensSecurity Interest or otherwise discharged any Liability, claims, other than current liabilities reflected on the Financial Statements and encumbrancescurrent liabilities incurred in the Ordinary Course of Business since the Most Recent Financial Statements;
(v) 4.12.5 None of the Company DO Group Parties has not made any capital expenditure (or series of related capital expenditures) either involving more than $25,000 or outside the Ordinary Course of Business in excess of Five Thousand Dollars ($5,000)Business;
(vi) 4.12.6 None of the Company DO Group Parties has not made any capital investment in, any loan to, or any acquisition of the securities or assets of of, any other Person (or series of related capital investments, loans, and acquisitions) );
4.12.7 None of the DO Group Parties has issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation, other than in the case of DO Group and its Subsidiaries those not involving more than $25,000 singly or $100,000 in the aggregate;
4.12.8 Except as set forth on the applicable DO Group Parties' aging reports, none of the DO Group Parties has materially delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business;
(vii) 4.12.9 None of the Company DO Group Parties 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 cancelledcanceled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $25,000 or outside the Ordinary Course of Business involving more than Ten Thousand Dollars ($10,000)Business;
4.12.10 None of the DO Group Parties has granted any license or sublicense of any rights under or with respect to any Intellectual Property, disclosed any confidential information with respect to any Intellectual Property or permitted to lapse or abandoned any Intellectual Property;
4.12.11 Except as provided herein, there has been no change made or authorized in the charter or bylaws of any of the DO Group Parties;
4.12.12 None of the DO Group Parties has issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (ixincluding upon conversion, exchange, or exercise) any of its capital stock;
4.12.13 None of the Company DO Group Parties 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;
4.12.14 None of the DO Group Parties has experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property;
(x) 4.12.15 None of the Company DO Group Parties has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees;
4.12.16 None of the DO Group Parties has entered into any written employment contract or modified the terms of any existing such contract or agreement;
4.12.17 None of the DO Group Parties has granted any material increase in the base compensation of any of its members, managers, directors, officers, and employees;
(xi) 4.12.18 None of the Company DO Group Parties has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, pension, retirement, insurance (including hospitalization or life), severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employeesemployees (or taken any such action with respect to any other Employee Benefit Plan);
(xii) 4.12.19 None of the Company DO Group Parties has made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business;
4.12.20 There has not made been any other material change in employment terms for occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving any of its directors, officers, and employeesthe DO Group Parties; and
(xiii) 4.12.21 None of the Company DO Group Parties has not committed to any of the foregoing.
Appears in 1 contract
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 on Schedule 2(g)4.8, since the Most Recent Fiscal Year End and the Period to 30th November 2008End, there has not been any material adverse change in the Businessbusiness, financial condition, operations, results of operations, assets, customer, supplier or future prospects of employee relations (other than changes in general economic conditions) which has had, or is reasonably likely to have, a Material Adverse Effect on the CompanyCompany or its business as presently conducted. Without limiting the generality of the foregoing, since that date, except as set forth in Schedule 2(g)::
(i) 4.8.1 the Company has not sold, leased, transferred, or assigned any material portion of its assets, tangible or intangible, that are material, either individually or in the aggregate, to the Company’s business, outside the Ordinary Course of Business;
(ii) 4.8.2 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 $25,000 or outside the Ordinary Course of Business involving expenditures of more than Five Thousand Dollars ($5,0000)Business;
4.8.3 no party (iiiincluding the Company) No party has accelerated, terminated, materially modifiedmade material modifications to, 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) 25,000 to which the Company is a party or by which it is boundbound nor, to the Knowledge of the Seller and the Company, threatened any of the foregoing actions;
(iv) 4.8.4 except for Permitted Encumbrance, the Company’s material Company has not caused or permitted any Encumbrance to be imposed upon any of its assets, tangible or intangible, that are free and clear of any liensmaterial, claimseither individually or in the aggregate, and encumbrancesto the Company’s business;
(v) 4.8.5 the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than $10,000 or outside the Ordinary Course of Business in excess of Five Thousand Dollars ($5,000)Business;
(vi) 4.8.6 the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of of, any other Person (or series of related capital investments, loans, and acquisitions) );
4.8.7 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 $20,000 in the aggregate and has not repaid or returned any note, bond or other debt of the Company;
4.8.8 the Company has not incurred, created or otherwise become liable for any Indebtedness and has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business;
(vii) 4.8.9 the Company has not createdamended, 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) either involving more than $10,000 or outside the Ordinary Course of Business involving more than Ten Thousand Dollars ($10,000)and has not accelerated collection of accounts receivable, delayed payment of accounts payable;
4.8.10 the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property that is material, either individually or in the aggregate, to the Company’s business;
4.8.11 there has been no change made or authorized in the certificate of incorporation or bylaws of the Company;
4.8.12 the Company has not issued, sold, exchanged, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (ixincluding upon conversion, exchange, or exercise) any of its capital stock;
4.8.13 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, or granted any Person any option or other right to acquire any shares of capital stock or other securities of the Company;
4.8.14 the Company has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its propertyproperty that is material, either individually or in the aggregate, to the Company’s business;
(x) 4.8.15 the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees;
4.8.16 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;
4.8.17 other than in the Ordinary Course of business, the Company has not granted any increase in the base compensation of any of its members, managers, directors, officers, and officers or employees;
(xi) 4.8.18 the Company has not adopted, amended, modified, or terminated terminated, in any material respect, any bonus, profit-profit sharing, incentive, severance, employee benefit or other plan, contract, or commitment for the benefit of any of its directors, officers, and employeesemployees (or taken any such action with respect to any other Employee Benefit Plan);
(xii) 4.8.19 except as set forth on Schedule 4.8, the Company has not entered into or modified any retention, severance or incentive agreement related to the transactions contemplated by this Agreement;
4.8.20 the Company has not made any other material change in employment terms terms, compensation or benefits for any of its directors, officers, and employees;
4.8.21 the Company has not changed any method or principle of accounting except to the extent required by GAAP or as advised by the Company’s independent accountant;
4.8.22 the Company has not made any material Tax election, or settled any Tax liability; and
(xiii) 4.8.23 the Company has not committed to or agreed to undertake any of the foregoing.
Appears in 1 contract
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 audited statements are for the year ending December 31period from inception to March31, 2007 and for the eleven months to 30th November 20082010 . Except as set forth in Schedule 2(g), since the Most Recent Fiscal Year End and the Period to 30th November 2008End, 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 One Thousand Dollars ($5,00001,000);
(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 One Thousand Dollars ($5,0001,000) 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 One Thousand Dollars ($5,0001,000);
(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 One Thousand Dollars ($5,0001,000) 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 One Thousand Dollars ($10,0001,000);
(ix) the Company has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property;
(x) the Company has not granted any increase in the base compensation of any of its members, managers, directors, officers, and employees;
(xi) the Company has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees;
(xii) the Company has not made any other material change in employment terms for any of its directors, officers, and employees; and
(xiii) the Company has not committed to any of the foregoing.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Eworld Interactive, Inc.)