Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End, and except for the execution by the Company of the Employment Agreements and Retention Bonus Agreements pursuant hereto and for such other action expressly required to be taken by the Company hereunder, thereunder or under any of the other Sellers' Transaction Documents, or transactions expressly required hereunder, thereunder or under any of the Sellers' Transaction Documents, there has not been any adverse change in the business, financial condition, operations, results of operations, or future prospects of the Company that has or would have a Material Adverse Effect. Without limiting the generality of the foregoing, since that date and except either (A) as expressly required hereunder or expressly required under any of the other Sellers' Transaction Documents, or (B) as otherwise set forth in ss.4(h) of the Disclosure Schedule: (i) the Company has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) the Company has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either (x) involving more than $500,000, individually, for the provision of labor, services or materials for customers entered into in the Ordinary Course of Business ("Ordinary Course Contracts"); (y) involving more than $500,000, individually or in the aggregate, excluding all Ordinary Course Contracts; or (z) outside of the Ordinary Course of Business; (iii) no party (including the Company) has accelerated, terminated (except with respect to those agreements, contracts, leases or licenses which have expired by their express terms), modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $500,000, individually or in the aggregate, to which the Company is a party or by which it is bound; (iv) the Company has not imposed any Security Interest upon any of its assets, tangible or intangible, other than in connection with the acquisition of machinery and equipment in the Ordinary Course of Business; (v) the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than $500,000, individually or in the aggregate, or outside the Ordinary Course of Business; (vi) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $15,000 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 any indebtedness for borrowed money or capitalized lease obligation either involving more than $15,000, individually or in the aggregate, other than in connection with the acquisition of machinery and equipment in the Ordinary Course of Business; (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 canceled, compromised, waived, or released any right or claim (or series of related rights and claims) either (A) involving any of the Sellers, any of the Company's directors or officers, any Associate of any Seller, any Associate of any of the Company's directors or officers, CUBS Construction or Golf Corporation or any of their officers, directors, stockholders or employees, or any of the Seller Receivables,, or (B) outside the Ordinary Course of Business; (x) 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 (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 any of its material property in excess of $500,000, individually or in the aggregate; (xv) the Company has not made any loan to, entered into any incentive compensation or bonus agreement or program, distributed or agreed to distribute any funds outside of the Ordinary Course of Business to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business; (xvi) except as expressly provided in this Agreement or any of the other Sellers' Transaction Documents, the Company has not made any loan to, entered into any incentive compensation or bonus agreement or program, distributed or agreed to distribute any funds outside of the Ordinary Course of Business to, or entered into any other transaction with, any of the Sellers; (xvii) except as expressly provided by this Agreement or any of the other Sellers' Transaction documents, the Company has not entered into any agreement, contract, lease or license, written or oral, or modified the terms of any existing agreement, contract, lease or license, with any Seller or any of the Company's directors or officers or with any Associate of any Seller or Associate of any of the Company's directors or officers; (xviii) other than "at will" employments entered into in the Ordinary Course of Business which do not provide for any agreements with respect to severance pay, 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; (xix) the Company has not granted any increase in the base compensation, incentive compensation or bonus of any of its directors, officers, and employees outside the Ordinary Course of Business; (xx) the Company has not granted any increase in the base compensation, incentive compensation or any bonus to the Sellers outside the Ordinary Course of Business; (xxi) 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 (or taken any such action with respect to any other Employee Benefit Plan); (xxii) the Company has not made any other change in employment terms for any of its directors or officers, outside the Ordinary Course of Business and has not paid any severance or made any commitment to pay any severance to any director or officer ; (xxiii) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxiv) there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Company; (xxv) the Company has not made or committed to make any acquisition of all or substantially all of the assets or property of any business or any stock of any business; and (xxvi) the Company has not committed to any of the foregoing.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Eif Holdings Inc), Stock Purchase Agreement (Eif Holdings Inc)
Events Subsequent to Most Recent Fiscal Year End. Since Except as set forth in Section 4(j) of the Most Recent Fiscal Year EndSellers Disclosure Schedule, since December 31, 2014, (A) each Target and, solely with respect to the Business, each of its Affiliates, has conducted the Business in the Ordinary Course of Business, and except for the execution by the Company of the Employment Agreements and Retention Bonus Agreements pursuant hereto and for such other action expressly required to be taken by the Company hereunder, thereunder or under any of the other Sellers' Transaction Documents, or transactions expressly required hereunder, thereunder or under any of the Sellers' Transaction Documents, (B) there has not been occurred any adverse change event or events that, individually or in the businessaggregate, financial condition, operations, results of operationshave resulted in, or future prospects of the Company that has or would have reasonably be expected to result in, a Material Adverse Effect. Without limiting the generality of the foregoing, since that date and except either (A) as expressly required hereunder or expressly required under any of the other Sellers' Transaction DocumentsDecember 31, or (B) as otherwise set forth in ss.4(h) of the Disclosure Schedule2014:
(i) the Company no Target or any of its Affiliates has not sold, leased, transferred, exclusively licensed or assigned any of its assets, tangible or intangible, other than for a fair consideration in Business Assets outside the Ordinary Course of Business;
(ii) the Company no Target or any of its Affiliates has not entered into any Material Contracts or any other material agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either (x) involving more than $500,000, individually, for in connection with the provision of labor, services or materials for customers entered into in the Ordinary Course of Business ("Ordinary Course Contracts"); (y) involving more than $500,000, individually or in the aggregate, excluding all Ordinary Course Contracts; or (z) outside of the Ordinary Course of Business;
(iii) no party (including the Company) Target or any of its Affiliates has accelerated, terminated (except with respect to those agreementsterminated, contractsmade material modifications to, leases waived or licenses which have expired by their express terms), modifiedreleased any material rights or claims under, or canceled any Material Contract or any other material agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $500,000, individually or in the aggregate, to which the Company it is a party or by which it is bound;
(iv) the Company has not imposed any Security Interest upon any of its assets, tangible or intangible, other than bound in connection with the acquisition of machinery and equipment in the Ordinary Course of Business;
(v) the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than $500,000, individually or in the aggregate, or Business outside the Ordinary Course of Business;
(viiv) none of the Company has not Targets or, solely with respect to the Business, their Affiliates, have made any capital investment change in, to the extent applicable, its underwriting, reinsurance, claim processing and payment, selling, reserving, financial accounting or investment policies, guidelines, practices or principles (other than any loan tochange required by applicable Laws, or any acquisition in respect of the securities underwriting or assets ofclaims administration, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $15,000 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 any indebtedness for borrowed money or capitalized lease obligation either involving more than $15,000, individually or in the aggregate, other than in connection with the acquisition of machinery and equipment in the Ordinary Course of Business);
(v) no Target has entered into any new line of business;
(vi) no Target or any of its Affiliates has incurred any Lien (other than Permitted Encumbrances) upon any Business Assets;
(vii) no Target has made any capital expenditures in excess of $50,000, individually or in excess of $200,000 in the aggregate;
(viii) the Company no Target has not delayed made any material capital investment in, or postponed the payment of accounts payable and any material loan to, any other Liabilities outside the Ordinary Course of BusinessPerson;
(ix) no Target has made a loan to or guaranteed the Company has not canceledobligations of any other Person or created, compromised, waivedincurred, or released any right or claim (or series of related rights assumed more than $50,000 in aggregate indebtedness for borrowed money and claims) either (A) involving any of the Sellers, any of the Company's directors or officers, any Associate of any Seller, any Associate of any of the Company's directors or officers, CUBS Construction or Golf Corporation or any of their officers, directors, stockholders or employees, or any of the Seller Receivables,, or (B) outside the Ordinary Course of Businesscapitalized lease obligations;
(x) the Company no Target or any of its Affiliates has not transferred, assigned, or granted any license or sublicense of any rights under or with respect to any Business Intellectual Property;
(xi) there has been no change made or authorized in the articles Organizational Documents of incorporation or bylaws of the Companyany Target;
(xii) the Company no Target or any of its Affiliates has not issued, delivered, transferred, sold, pledged or otherwise disposed of or encumbered any Capital Stock of its capital stockany Target or any securities convertible into or exchangeable for any such Capital Stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stocksuch Capital Stock;
(xiii) the Company no contribution of capital has not been made to any Target by Sellers, their Affiliates or any other Person;
(xiv) no Target has declared, set aside, or paid any dividend or made any distribution with respect to its capital stock Capital Stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any shares (or other applicable units) of its capital stockCapital Stock or other securities, and none of the Targets or their Affiliates have effected any recapitalization, reclassification, stock split or like change in the capitalization of any Target;
(xivxv) no Target has experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property, and no Affiliate of the Company Targets has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to any of its material property in excess of $500,000, individually or in the aggregateTransferred Asset;
(xvxvi) the Company no Target or any of its Affiliates has not made any loan to, entered into to any incentive compensation or bonus agreement or program, distributed or agreed to distribute any funds outside of the Ordinary Course of Business toEmployee, or entered into any other transaction with, with any Business Employee;
(xvii) no Target or any of its directorsAffiliates has entered into, officersmodified the terms of or terminated any employment or service Contract, and employees outside written or oral, with any Business Employee or modified the terms of any existing such Contract;
(xviii) no Target or any of its Affiliates has increased the compensation or benefits of any Business Employees, other than increases in base compensation in the Ordinary Course of Business;
(xvixix) except as expressly provided in this Agreement no Target or any of the other Sellers' Transaction Documents, the Company its Affiliates has not made any loan to, entered into any incentive compensation or bonus agreement or program, distributed or agreed to distribute any funds outside of the Ordinary Course of Business to, or entered into any other transaction with, any of the Sellers;
(xvii) except as expressly provided by this Agreement or any of the other Sellers' Transaction documents, the Company has not entered into any agreement, contract, lease or license, written or oral, or modified material change in the terms of employment or service for any existing agreement, contract, lease or license, with any Seller or any of the Company's directors or officers or with any Associate of any Seller or Associate of any of the Company's directors or officers;
Business Employee (xviii) other than "at will" employments entered into in the Ordinary Course of Business which do not provide for any agreements with respect to severance pay, 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;
(xix) the Company has not granted any increase in the base compensation, incentive compensation or bonus of any of its directors, officers, and employees outside the Ordinary Course of Businesschanges required by applicable Laws);
(xx) the Company has not granted any increase in the base compensation, incentive compensation no Target or any bonus to the Sellers outside the Ordinary Course of Businessits Affiliates has adopted, amended or terminated any Employee Benefit Plan (other than changes required by applicable Laws);
(xxi) the Company no Target or any of its Affiliates has not adopted, amended, modified, hired or terminated any bonus, profit-sharing, incentive, severance, officers or other plan, contract, or commitment for the benefit of any of its directors, officers, and key employees (or taken any such action with respect to any other Employee Benefit Plan)the Business;
(xxii) the Company has not made any other change in employment terms for no Target or any of its directors Affiliates has implemented any employee layoffs with respect to Business Employees requiring notice under the Worker Adjustment and Retraining Notification Act of 1988, as amended, or officersany similar state, outside local, or non-U.S. law, regulation, or ordinance (collectively the Ordinary Course of Business and has not paid any severance or made any commitment to pay any severance to any director or officer “WARN Act”);
(xxiii) no Target or, solely with respect to the Company Business, any of its Affiliates, has not made settled or pledged compromised or agreed to make the dismissal of any charitable Action or threatened Action (in each case, except for claims under any Insurance Contracts within applicable policy limits), other capital contribution outside than settlements or compromises that involved solely cash payments of less than $50,000 in the Ordinary Course of Business;aggregate; and
(xxiv) there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Company;
(xxv) the Company has not made or committed to make any acquisition of all or substantially all of the assets or property of any business no Target or any stock of any business; and
(xxvi) the Company its Affiliates has not committed to any of the foregoing.
Appears in 2 contracts
Sources: Stock Purchase Agreement (HC2 Holdings, Inc.), Stock Purchase Agreement (HC2 Holdings, Inc.)
Events Subsequent to Most Recent Fiscal Year End. Since Except as set forth in Section 4(j) of the Most Recent Fiscal Year EndSellers Disclosure Schedule, since December 31, 2011, (A) each Target and, solely with respect to the Business, each of its Affiliates, has conducted the Business in the Ordinary Course of Business, and except for the execution by the Company of the Employment Agreements and Retention Bonus Agreements pursuant hereto and for such other action expressly required to be taken by the Company hereunder, thereunder or under any of the other Sellers' Transaction Documents, or transactions expressly required hereunder, thereunder or under any of the Sellers' Transaction Documents, (B) there has not been occurred any adverse change event or events that, individually or in the businessaggregate, financial condition, operations, results of operationshave resulted in, or future prospects of the Company that has or would have reasonably be expected to result in, a Material Adverse EffectChange. Without limiting the generality of the foregoingforegoing and specifically excepting the sale of Great American Life Assurance Company pursuant to the GALAC SPA (which Buyer acknowledges), since that date and except either (A) as expressly required hereunder or expressly required under any of the other Sellers' Transaction Documents, or (B) as otherwise set forth in ss.4(h) of the Disclosure Scheduledate:
(i) the Company no Target or any of its Affiliates has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in Business Assets outside the Ordinary Course of Business;
(ii) the Company no Target or any of its Affiliates has not entered into any Material Contracts or any other material agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either (x) involving more than $500,000, individually, for in connection with the provision of labor, services or materials for customers entered into in the Ordinary Course of Business ("Ordinary Course Contracts"); (y) involving more than $500,000, individually or in the aggregate, excluding all Ordinary Course Contracts; or (z) outside of the Ordinary Course of Business;
(iii) no party (including the Company) Target or any of its Affiliates has accelerated, terminated (except with respect to those agreementsterminated, contractsmade material modifications to, leases waived or licenses which have expired by their express terms), modifiedreleased any material rights or claims under, or canceled any Material Contract or any other material agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $500,000, individually or in the aggregate, to which the Company it is a party or by which it is bound;
(iv) the Company has not imposed any Security Interest upon any of its assets, tangible or intangible, other than bound in connection with the acquisition of machinery and equipment in the Ordinary Course of Business;
(v) the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than $500,000, individually or in the aggregate, or Business outside the Ordinary Course of Business;
(viiv) none of the Company has not Targets or, solely with respect to the Business, their Affiliates, have made any capital investment change in, to the extent applicable, its underwriting, reinsurance, claim processing and payment, selling, reserving, financial accounting or investment policies, guidelines, practices or principles (other than any loan tochange required by applicable Laws, or any acquisition in respect of the securities underwriting or assets ofclaims administration, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $15,000 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 any indebtedness for borrowed money or capitalized lease obligation either involving more than $15,000, individually or in the aggregate, other than in connection with the acquisition of machinery and equipment in the Ordinary Course of Business);
(v) no Target has entered into any new line of business;
(vi) no Target or any of its Affiliates has incurred any Lien (other than Permitted Encumbrances) upon any Business Assets;
(vii) no Target has made any capital expenditures in excess of $50,000, individually or in excess of $200,000 in the aggregate;
(viii) the Company no Target has not delayed made any material capital investment in, or postponed the payment of accounts payable and any material loan to, any other Liabilities outside the Ordinary Course of BusinessPerson;
(ix) no Target has made a loan to or guaranteed the Company has not canceledobligations of any other Person or created, compromised, waivedincurred, or released any right or claim (or series of related rights assumed more than $50,000 in aggregate indebtedness for borrowed money and claims) either (A) involving any of the Sellers, any of the Company's directors or officers, any Associate of any Seller, any Associate of any of the Company's directors or officers, CUBS Construction or Golf Corporation or any of their officers, directors, stockholders or employees, or any of the Seller Receivables,, or (B) outside the Ordinary Course of Businesscapitalized lease obligations;
(x) the Company no Target or any of its Affiliates has not transferred, assigned, or granted any license or sublicense of any rights under or with respect to any Business Intellectual Property;
(xi) there has been no change made or authorized in the articles Organizational Documents of incorporation or bylaws of the Companyany Target;
(xii) the Company no Target or any of its Affiliates has not issued, delivered, transferred, sold, pledged or otherwise disposed of or encumbered any Capital Stock of its capital stockany Target or any securities convertible into or exchangeable for any such Capital Stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stocksuch Capital Stock;
(xiii) the Company no Target has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock Capital Stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any shares (or other applicable units) of its capital stockCapital Stock or other securities, and none of the Targets or their Affiliates have effected any recapitalization, reclassification, stock split or like change in the capitalization of any Target;
(xiv) no Target has experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property, and no Affiliate of the Company Targets has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to any of its material property in excess of $500,000, individually or in the aggregateTransferred Asset;
(xv) the Company no Target or any of its Affiliates has not made any loan to, entered into to any incentive compensation or bonus agreement or program, distributed or agreed to distribute any funds outside of the Ordinary Course of Business toEmployee, or entered into any other transaction with, with any Business Employee;
(xvi) no Target or any of its directorsAffiliates has entered into, officersmodified the terms of or terminated any employment or service contract, and employees outside written or oral, with any Business Employee or modified the terms of any existing such contract;
(xvii) no Target or any of its Affiliates has increased the compensation or benefits of any Business Employees, other than annual increases in base compensation in the Ordinary Course of Business;
(xvixviii) except as expressly provided in this Agreement no Target or any of the other Sellers' Transaction Documents, the Company its Affiliates has not made any loan to, entered into any incentive compensation or bonus agreement or program, distributed or agreed to distribute any funds outside of the Ordinary Course of Business to, or entered into any other transaction with, any of the Sellers;
(xvii) except as expressly provided by this Agreement or any of the other Sellers' Transaction documents, the Company has not entered into any agreement, contract, lease or license, written or oral, or modified material change in the terms of employment or service for any existing agreement, contract, lease or license, with any Seller or any of the Company's directors or officers or with any Associate of any Seller or Associate of any of the Company's directors or officers;
Business Employee (xviii) other than "at will" employments entered into in the Ordinary Course of Business which do not provide for any agreements with respect to severance pay, 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 agreementchanges required by applicable Laws);
(xix) the Company has not granted any increase in the base compensation, incentive compensation no Target or bonus of any of its directorsAffiliates has adopted, officers, and employees outside the Ordinary Course of Businessamended or terminated any Employee Benefit Plan (other than changes required by applicable Laws);
(xx) the Company has not granted any increase in the base compensation, incentive compensation no Target or any bonus of its Affiliates has hired or terminated any officers or key employees with respect to the Sellers outside the Ordinary Course of Business;
(xxi) the Company has not adopted, amended, modified, no Target 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 (or taken Affiliates has implemented any such action employee layoffs with respect to Business Employees requiring notice under the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any other Employee Benefit Plansimilar state, local, or non-U.S. law, regulation, or ordinance (collectively the “WARN Act”);
(xxii) no Target or, solely with respect to the Company has not made any other change in employment terms for Business, any of its directors Affiliates, has settled or officerscompromised or agreed to the dismissal of any Action or threatened Action (in each case, outside except in the Ordinary Course case of Business and has not paid the Target Insurance Companies for claims under any severance Insurance Contracts within applicable policy limits), other than settlements or made any commitment to pay any severance to any director or officer ;compromises that involved solely cash payments of less than $50,000 in the aggregate; and
(xxiii) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business;
(xxiv) there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Company;
(xxv) the Company has not made or committed to make any acquisition of all or substantially all of the assets or property of any business no Target or any stock of any business; and
(xxvi) the Company its Affiliates has not committed to any of the foregoing.
Appears in 1 contract
Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End------------------------------------------------ December 31, and except for the execution by the Company of the Employment Agreements and Retention Bonus Agreements pursuant hereto and for such other action expressly required to be taken by the Company hereunder, thereunder or under any of the other Sellers' Transaction Documents, or transactions expressly required hereunder, thereunder or under any of the Sellers' Transaction Documents1999, there has not been any material adverse change in the business, financial condition, operations, or results of operations, or future prospects operations of the Company that has or would have a Material Adverse EffectTarget. Without limiting the generality of the foregoing, since that date and except either (A) as expressly required hereunder or expressly required under any of the other Sellers' Transaction Documents, or (B) as otherwise set forth in ss.4(h) of the Disclosure Scheduledate:
(i) the Company Target has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business;
(ii) the Company has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either (x) involving more than $500,000, individually, for the provision of labor, services or materials for customers entered into in the Ordinary Course of Business ("Ordinary Course Contracts"); (y) involving more than $500,000, individually or in the aggregate, excluding all Ordinary Course Contracts; or (z) outside of the Ordinary Course of Business;
(iii) no party (including the Company) has accelerated, terminated (except with respect to those agreements, contracts, leases or licenses which have expired by their express terms), modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $500,000, individually or in the aggregate, to which the Company is a party or by which it is bound;
(iv) the Company has not imposed any Security Interest upon any of its assets, tangible or intangible, other than in connection with the acquisition of machinery and equipment in the Ordinary Course of Business;
(v) the Company Target has not made any capital expenditure (or series of related capital expenditures) expenditures either involving more than $500,000, 5,000 individually or $10,000 in the aggregate, or outside the Ordinary Course of Business;
(viiii) the Company Target has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (Person, or series of related capital investments, loans, and acquisitions) , either involving more than $15,000 5,000 or outside the Ordinary Course of Business;
(viiiv) the Company Target 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 $15,000, individually 1,000 singly or $5,000 in the aggregate, other than in connection with the acquisition of machinery and equipment in the Ordinary Course of Business;
(viiiv) the Company has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business;
(ix) the Company Target has not canceled, compromised, waived, or released any right or claim (or series of related rights and claims) claims either (A) involving any of the Sellers, any of the Company's directors more than $1,000 or officers, any Associate of any Seller, any Associate of any of the Company's directors or officers, CUBS Construction or Golf Corporation or any of their officers, directors, stockholders or employees, or any of the Seller Receivables,, or (B) outside the Ordinary Course of Business;
(xvi) 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 Target 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 (obtain, including upon conversion, exchange, or exercise) , any of its capital stock;
(xiiivii) the Company Target has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (stocks whether in cash or in kind) , or redeemed, purchased, purchased or otherwise acquired any of its capital stock;
(xivviii) the Company Target has not experienced any material damage, destruction, or loss (loss, whether or not covered by insurance, to its property;
(ix) to the Target has not granted any increase in the base compensation of any of its material property in excess of $500,000, individually directors or in the aggregate;
(xv) the Company has not made any loan to, entered into any incentive compensation officers or bonus agreement or program, distributed or agreed to distribute any funds outside of the Ordinary Course of Business to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business;
(xvi) except as expressly provided in this Agreement or any of the other Sellers' Transaction Documents, the Company has not made any loan to, entered into any incentive compensation or bonus agreement or program, distributed or agreed to distribute any funds outside of the Ordinary Course of Business to, or entered into any other transaction with, any of the Sellers;
(xvii) except as expressly provided by this Agreement or any of the other Sellers' Transaction documents, the Company has not entered into any agreement, contract, lease or license, written or oral, or modified the terms of any existing agreement, contract, lease or license, with any Seller or any of the Company's directors or officers or with any Associate of any Seller or Associate of any of the Company's directors or officers;
(xviii) other than "at will" employments entered into in the Ordinary Course of Business which do not provide for any agreements with respect to severance pay, 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;
(xixx) the Company has not granted any increase in the base compensation, incentive compensation or bonus of any of its directors, officers, and employees outside the Ordinary Course of Business;
(xx) the Company has not granted any increase in the base compensation, incentive compensation or any bonus to the Sellers outside the Ordinary Course of Business;
(xxi) the Company 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 directors, officers, and employees (employees, or taken any such action with respect to any other Employee Benefit Plan);
(xxiixi) the Company Target has not made any other change in employment terms for any of its directors or officersdirectors, officers and employees outside the Ordinary Course of Business and has not paid any severance or made any commitment to pay any severance to any director or officer Business;
(xxiiixii) the Company Target has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business;
(xxivxiii) 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;
(xxv) the Company has not made or committed to make any acquisition of all or substantially all of the assets or property of any business or any stock of any businessTarget; and
(xxvixiv) the Company Target has not committed to any of the foregoing.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Lexar Media Inc)
Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year EndExcept as set forth on Schedule 3.37, and except for the execution by the Company of the Employment Agreements and Retention Bonus Agreements pursuant hereto and for such other action expressly required to be taken by the Company hereundersince June 25, thereunder or under any of the other Sellers' Transaction Documents, or transactions expressly required hereunder, thereunder or under any of the Sellers' Transaction Documents2004, there has not been any adverse change in the business, financial condition, operations, results of operations, assets, customer, supplier or employee relations or future prospects of the Company that (other than changes in general economic conditions) which has had, or would have is reasonably likely to have, a Material Adverse EffectEffect on Company or its business as presently conducted. Without limiting the generality of the foregoing, since that date and except either (A) as expressly required hereunder or expressly required under any of the other Sellers' Transaction Documents, or (B) as otherwise set forth in ss.4(h) of the Disclosure Scheduledate:
(ia) the Company has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, that are material, either individually or in the aggregate, to Company’s business, other than for a fair consideration in the its Ordinary Course of Business;
(iib) the Company has not entered into any material agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either (x) involving more other than $500,000, individually, for the provision of labor, services or materials for customers entered into in the Ordinary Course of Business ("Ordinary Course Contracts"); (y) involving more than $500,000, individually or in the aggregate, excluding all Ordinary Course Contracts; or (z) outside of the Ordinary Course of Business;
(iiic) no party (including the Company) has accelerated, terminated (except with respect to those agreementsterminated, contracts, leases or licenses which have expired by their express terms), modifiedmade material modifications to, or canceled cancelled any material agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $500,000, individually or in the aggregate, to which the Company is a party or by which it is boundbound nor, to the Knowledge of Company, threatened any of the foregoing actions;
(ivd) except for the Permitted Liens, Company has not caused or permitted any Lien to be imposed any Security Interest upon any of its assets, tangible or intangible, other than in connection with the acquisition of machinery and equipment that are material, either individually or in the Ordinary Course of Businessaggregate, to Company’s business;
(ve) the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than $500,000, individually or in the aggregate, or outside the Ordinary Course of Business;
(vif) 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);
(g) either involving more than $15,000 or Company has not outside the Ordinary Course of Business;
(vii) the Company has not Business 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 $15,000, individually or in the aggregate, other than in connection with the acquisition of machinery and equipment in the Ordinary Course of Businessobligation;
(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 liabilities outside the Ordinary Course of Business;
(ixi) the Company has not canceledamended, cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either (A) involving any of the Sellers, any of the Company's directors or officers, any Associate of any Seller, any Associate of any of the Company's directors or officers, CUBS Construction or Golf Corporation or any of their officers, directors, stockholders or employees, or any of the Seller Receivables,, or (B) outside the Ordinary Course of BusinessBusiness and has not accelerated collection of accounts receivable or delayed payment of accounts payable;
(xj) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual PropertyProperty that is material, either individually or in the aggregate, to Company’s business;
(xik) there has been no change made or authorized in the articles Articles of incorporation Incorporation or bylaws Bylaws of the CompanyCompany which have not been approved in writing by Purchaser;
(xiil) 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 (including upon conversion, exchange, or exercise) any of its capital stock;
(xiiim) except as disclosed in the Financial Statements and in Schedule 3.37 hereto, and except in relation to the ▇▇▇▇ Settlement, 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, other than Options granted to employees and consultants of Company as reflected in Schedule 3.4 hereto;
(xivn) the Company has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to any of its material property in excess of $500,000that is material, either individually or in the aggregate, to Company’s business;
(xvo) except in relation to the ▇▇▇▇ Settlement, Company has not made any loan to, entered into any incentive compensation or bonus agreement or program, distributed or agreed to distribute any funds outside of the Ordinary Course of Business to, or entered into any other transaction with, any of its directors, officers, and employees outside other than in the Ordinary Course of Business;
(xvip) except as expressly provided in this Agreement or any of the other Sellers' Transaction Documentsset forth on Schedule 3.37 hereto, the Company has not made any loan to, entered into any incentive compensation or bonus agreement or program, distributed or agreed to distribute any funds outside of the Ordinary Course of Business to, or entered into any other transaction with, any of the Sellers;
(xvii) except as expressly provided by this Agreement or any of the other Sellers' Transaction documents, the Company has not entered into any agreement, contract, lease or license, written or oral, or modified the terms of any existing agreement, contract, lease or license, with any Seller or any of the Company's directors or officers or with any Associate of any Seller or Associate of any of the Company's directors or officers;
(xviii) other than "at will" employments entered into in the Ordinary Course of Business which do not provide for any agreements with respect to severance pay, 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;
(xixq) the Company has not granted any increase in the base compensation, incentive compensation or bonus of any of its directors, officersofficers or employees, other than standard increases in compensation pursuant to and employees outside the Ordinary Course of Businessin accordance with Company’s past practices;
(xxr) the Company has not granted any increase in the base compensation, incentive compensation or any bonus to the Sellers outside the Ordinary Course of Business;
(xxi) 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 employees (or taken any such action with respect to any other Employee Benefit Plan);
(xxiis) Company has not entered into or modified any retention, severance or incentive agreement related to the transactions contemplated by this Agreement;
(t) except as disclosed on Schedule 3.37, Company has not made any other material change in employment terms terms, compensation or benefits for any of its directors or officersdirectors, outside the Ordinary Course of Business officers and has not paid any severance or made any commitment to pay any severance to any director or officer employees;
(xxiiiu) 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 or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business;
(xxiv) there has not been any other occurrence, event, incident, action, failure to actmaterial Tax election, or transaction outside except as disclosed on Schedule 3.37, settled any Tax liability (other than the Ordinary Course payment of Business involving the Company;
(xxv) the Company has not made Taxes required on or committed to make any acquisition of all or substantially all of the assets or property of any business or any stock of any businessbefore their due date); and
(xxviw) the Company has not committed to or agreed to undertake any of the foregoing.
Appears in 1 contract
Sources: Merger Agreement (Analex Corp)
Events Subsequent to Most Recent Fiscal Year End. Since Except as set forth on Section 5(g) of the Disclosure Schedule (and, as appropriate, after giving effect to the transactions described on Schedule 7(c)), since the Most Recent Fiscal Year End, and except for the execution by the Company of the Employment Agreements and Retention Bonus Agreements pursuant hereto and for such other action expressly required to be taken by the Company hereunder, thereunder or under any of the other Sellers' Transaction Documents, or transactions expressly required hereunder, thereunder or under any of the Sellers' Transaction Documents, there has not been any adverse change in occurrence, event, incident, action, failure to act or transaction that constitutes the business, financial condition, operations, results Basis of operations, or future prospects of the Company that has or would have a Material Adverse EffectEffect on the Company or any that is outside the Ordinary Course of Business. Without limiting the generality of the foregoing, since that date and except either (A) as expressly required hereunder or expressly required under any of the other Sellers' Transaction Documents, or (B) as otherwise set forth in ss.4(h) of the Disclosure Scheduledate:
(i) the The Company has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business;
(ii) the The Company has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) or licenses either (x) involving more than $500,000, individually, for the provision of labor, services 100,000 or materials for customers entered into in the Ordinary Course of Business ("Ordinary Course Contracts"); (y) involving more having a term greater than $500,000, individually 12 months or in the aggregate, excluding all Ordinary Course Contracts; or (z) outside of the Ordinary Course of Business;
(iii) no No party (including the Company) has accelerated, terminated (except with respect to those agreements, contracts, leases or licenses which have expired by their express terms)terminated, modified, or canceled cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) or licenses involving more than $500,000, individually or in the aggregate, 100,000 to which the Company is a party or by which it is bound;
(iv) the The Company has not imposed or allowed to be imposed any Security Interest upon any of its assets, tangible or intangible, other than in connection with the acquisition of machinery and equipment in the Ordinary Course of Business;
(v) the The Company has not made any capital expenditure (or series of related capital expenditures) either expenditures involving more than $500,000, individually or 100,000 in the aggregate, aggregate or outside the Ordinary Course of Business;
(vi) the 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) either involving more than $15,000 or outside the Ordinary Course of BusinessPerson;
(vii) the 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 $15,000, individually or in the aggregate, other than in connection with the acquisition of machinery and equipment in the Ordinary Course of Business100,000;
(viii) the The Company has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business;
(ix) the The Company has not canceledcancelled, compromised, waived, or released any right or claim (either involving more than $100,000 in the aggregate or series of related rights and claims) either (A) involving any of the Sellers, any of the Company's directors or officers, any Associate of any Seller, any Associate of any of the Company's directors or officers, CUBS Construction or Golf Corporation or any of their officers, directors, stockholders or employees, or any of the Seller Receivables,, or (B) outside the Ordinary Course of Business;
(x) the The Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property;
(xi) there There has been no change made or authorized in the articles of incorporation charter or bylaws of any of the Company;
(xii) the The Company has not issued, sold, or otherwise disposed of any of its capital stock or securities convertible into or exchangeable for such stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its such capital stockstock or securities;
(xiii) the 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 stockstock or other securities;
(xiv) the The Company has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to any of its material property in excess of involving more than $500,000, individually or 100,000 in the aggregate;
(xv) the The Company has not made any loan to, entered into any incentive compensation or bonus agreement or program, distributed or agreed to distribute any funds outside of the Ordinary Course of Business to, or entered into any other transaction with, any of its directors, officers, and employees outside or their "Associates" (as defined in Rule 12b-2 under the Ordinary Course of BusinessExchange Act);
(xvi) except as expressly provided in this Agreement or any of the other Sellers' Transaction Documents, the Company has not made any loan to, entered into any incentive compensation or bonus agreement or program, distributed or agreed to distribute any funds outside of the Ordinary Course of Business to, or entered into any other transaction with, any of the Sellers;
(xvii) except as expressly provided by this Agreement or any of the other Sellers' Transaction documents, the Company has not entered into any agreement, contract, lease or license, written or oral, or modified the terms of any existing agreement, contract, lease or license, with any Seller or any of the Company's directors or officers or with any Associate of any Seller or Associate of any of the Company's directors or officers;
(xviii) other than "at will" employments entered into in the Ordinary Course of Business which do not provide for any agreements with respect to severance pay, the 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 agreementagreement outside the Ordinary Course of Business;
(xixxvii) the The Company has not granted any increase in the base compensation, incentive any compensation or bonus of any of its directors, officers, and or other employees outside the Ordinary Course of Business;
(xxxviii) the Company has not granted any increase in the base compensation, incentive compensation or any bonus to the Sellers outside the Ordinary Course of Business;
(xxi) the 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 (or taken any such action with respect to any other Employee Benefit Plan);
(xxiixix) the The Company has not made any other change in employment terms for any of its directors or directors, officers, and employees outside the Ordinary Course of Business and has not paid any severance or made any commitment to pay any severance to any director or officer Business;
(xxiiixx) the The Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business;
(xxivxxi) there 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;
(xxv) the Company has not made or committed to make any acquisition of all or substantially all of the assets or property of any business or any stock of any business; and
(xxvixxii) The Company has not increased, or experienced any change in assumptions underlying or method of calculating, any bad debt, contingency, tax or other reserves or changed its accounting practices, methods or assumptions (including changes in estimates or valuation methods); or written down the value of any assets;
(xxiii) The Company has not granted any bonuses or made any other payments of any kind (other than base compensation in the Ordinary Course of Business) to any officer, director or employee of the Company, or to any Person related to any of the foregoing; and
(xxiv) The Company has not committed to do any of the foregoing.
Appears in 1 contract
Events Subsequent to Most Recent Fiscal Year End. Since Except as set forth on Section 5(g) of the Shareholder Disclosure Schedule (and, as appropriate, after giving effect to the transactions described on Section 7(c) of the Shareholder Disclosure Schedule, since the Most Recent Fiscal Year End, and except for the execution by the Company of the Employment Agreements and Retention Bonus Agreements pursuant hereto and for such other action expressly required to be taken by the Company hereunder, thereunder or under any of the other Sellers' Transaction Documents, or transactions expressly required hereunder, thereunder or under any of the Sellers' Transaction Documents, there has not been any adverse change in occurrence, event, incident, action, failure to act or transaction that constitutes the business, financial condition, operations, results Basis of operations, or future prospects of the Company that has or would have a Material Adverse Effect. Effect on the Company or any that is outside the Ordinary Course of Busine Section Without limiting the generality of the foregoing, since that date and except either (A) as expressly required hereunder or expressly required under any of the other Sellers' Transaction Documents, or (B) as otherwise set forth in ss.4(h) of the Disclosure Scheduledate:
(i) the The Company has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business;
(ii) the The Company has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) or licenses either (x) involving more than $500,000, individually, for the provision of labor, services or materials for customers entered into in the Ordinary Course of Business ("Ordinary Course Contracts"); (y) involving more than $500,000, individually or 100,000 in the aggregate, excluding all Ordinary Course Contracts; having a term greater than 12 months or (z) outside of the Ordinary Course of Business;
(iii) no No party (including the Company) has accelerated, terminated (except with respect to those agreements, contracts, leases or licenses which have expired by their express terms)terminated, modified, or canceled cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) or licenses involving more than $500,000, individually or 100,000 in the aggregate, aggregate to which the Company is a party or by which it is bound;
(iv) the The Company has not imposed or allowed to be imposed any Security Interest upon any of its assets, tangible or intangible, other than in connection with the acquisition of machinery and equipment in the Ordinary Course of Business;
(v) the The Company has not made any capital expenditure (or series of related capital expenditures) either expenditures involving more than $500,000, individually or 100,000 in the aggregate, aggregate or outside the Ordinary Course of Business;
(vi) the 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) either involving more than $15,000 or outside the Ordinary Course of BusinessPerson;
(vii) the 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 $15,000, individually or 100,000 in the aggregate, other than in connection with the acquisition of machinery and equipment in the Ordinary Course of Business;
(viii) the The Company has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business;
(ix) the The Company has not canceledcancelled, compromised, waived, or released any right or claim (or series of related rights either involving more than $100,000 in the aggregate and claims) either (A) involving any of the Sellers, any of the Company's directors or officers, any Associate of any Seller, any Associate of any of the Company's directors or officers, CUBS Construction or Golf Corporation or any of their officers, directors, stockholders or employees, or any of the Seller Receivables,, or (B) outside the Ordinary Course of Business;
(x) the The Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property;
(xi) there There has been no change made or authorized in the articles of incorporation charter or bylaws of the Company;
(xii) the The Company has not issued, sold, or otherwise disposed of any of its capital stock or securities convertible into or exchangeable for such stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its such capital stockstock or securities;
(xiii) the 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 stockstock or other securities;
(xiv) the The Company has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to any of its material property in excess of involving more than $500,000, individually or 100,000 in the aggregate;
(xv) the The Company has not made any loan to, entered into any incentive compensation or bonus agreement or program, distributed or agreed to distribute any funds outside of the Ordinary Course of Business to, or entered into any other transaction with, any of its directors, officers, and employees outside or their "Associates" (as defined in Rule 12b-2 under the Ordinary Course of BusinessExchange Act);
(xvi) except as expressly provided in this Agreement or any of the other Sellers' Transaction Documents, the Company has not made any loan to, entered into any incentive compensation or bonus agreement or program, distributed or agreed to distribute any funds outside of the Ordinary Course of Business to, or entered into any other transaction with, any of the Sellers;
(xvii) except as expressly provided by this Agreement or any of the other Sellers' Transaction documents, the Company has not entered into any agreement, contract, lease or license, written or oral, or modified the terms of any existing agreement, contract, lease or license, with any Seller or any of the Company's directors or officers or with any Associate of any Seller or Associate of any of the Company's directors or officers;
(xviii) other than "at will" employments entered into in the Ordinary Course of Business which do not provide for any agreements with respect to severance pay, the 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;
(xixxvii) the The Company has not granted any increase in the base compensation, incentive any compensation or bonus of any of its directors, officers, and employees outside the Ordinary Course of Businessor other employees;
(xxxviii) the Company has not granted any increase in the base compensation, incentive compensation or any bonus to the Sellers outside the Ordinary Course of Business;
(xxi) the 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 (or taken any such action with respect to any other Employee Benefit Plan);
(xxiixix) the The Company has not made any other change in employment terms for any of its directors or directors, officers, and employees outside the Ordinary Course of Business and has not paid any severance or made any commitment to pay any severance to any director or officer Business;
(xxiiixx) the The Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business;
(xxivxxi) there 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;
(xxv) the Company has not made or committed to make any acquisition of all or substantially all of the assets or property of any business or any stock of any business; and
(xxvixxii) The Company has not increased, or experienced any change in assumptions underlying or method of calculating, any bad debt, contingency, tax or other reserves or changed its accounting practices, methods or assumptions (including changes in estimates or valuation methods); or written down the value of any assets;
(xxiii) The Company has not granted any bonuses or made any other payments of any kind (other than base compensation, commissions, sick pay, holiday pay, vacation pay, tuition reimbursement and the like in the Ordinary Course of Business and consistent with past practices) to any officer, director or employee of the Company, or to any Person related to any of the foregoing; and
(xxiv) The Company has not committed to do any of the foregoing.
Appears in 1 contract