Events Subsequent to Most Recent Year End. Except as set forth in Section 4(f) of the Disclosure Schedule, since December 31, 1996, there has not been any adverse change in the assets, Liabilities, business, financial condition, operations, results or operations, or future prospects of the Targets. Without limiting the generality of the foregoing, except as set forth in Section 4(f) of the Disclosure Schedule, since that date: (i) The Targets have not sold, leased, transferred, or assigned any of their assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) The Targets have not entered into any contract, lease, sublease, license or sublicense (or series of related contracts, leases, subleases, licenses and sublicenses) either involving more than $50,000 or outside the Ordinary Course of Business; (iii) No party (including the Targets) has accelerated, terminated, modified, or canceled any contract, lease, sublease, license or sublicense (or series of related contracts, leases, subleases, licenses and sublicenses) or notified the Targets of such involving more than $50,000 to which either of the Targets is a party or by which it is bound; (iv) The Targets have not imposed any Security Interest upon any of their assets, tangible or intangible; (v) The Targets have not made any capital expenditure (or series of related capital expenditures) either involving more than $50,000 singly or $200,000 in the aggregate, or outside the Ordinary Course of Business; (vi) The Targets have 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 $40,000 individually or $100,000 in the aggregate or outside the Ordinary Course of Business; (vii) The Targets have not created, incurred, assumed, or guaranteed any indebtedness (including capitalized lease obligations) either involving more than $20,000 singly or $50,000 in the aggregate or outside the Ordinary Course of Business; (viii) The Targets have not delayed or postponed (beyond their normal practice) the payment of accounts payable and other Liabilities; (ix) The Targets have not settled, canceled, compromised, waived, or released any right, claim action or proceeding (or series of related rights, claims, actions or proceedings) either involving more than $50,000 or outside the Ordinary Course of Business; (x) The Targets have 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 Targets; (xii) The Targets have not issued, sold, or otherwise disposed of any of their capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion or exercise) any of their capital stock; (xiii) The Targets have not declared, set aside, or paid any dividend or distribution with respect to their capital stock or redeemed, purchased, or otherwise acquired any of their capital stock; (xiv) The Targets have not experienced any damage, destruction or loss (whether or not covered by insurance) to their property; (xv) The Targets have not made any loan to, or entered into any other transaction with, any of their directors, officers, and employees outside the Ordinary Course of Business giving rise to any claim or right on their part against the person or on the part of the person against them; (xvi) The Targets have 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 Targets have not granted an increase outside the Ordinary Course of Business in the base compensation of any of their directors, officers, and employees; (xviii) The Targets have not adopted any (A) bonus, (B) profit-sharing, (C) incentive compensation, (D) pension, (E) retirement, (F) medical, hospitalization, life, or other insurance, (G) severance, or (H) other plan, contract or commitment for any of their directors, officers, and employees, or modified or terminated any existing such plan, contract or commitment; (xix) The Targets have not made any other change in employment terms for any of their directors, officers, and full-time staff employees; (xx) The Targets have not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxi) The Targets have made no dividend, consulting or other payment to the Sellers, except for payments to the Sellers necessary to cover their federal and state income tax obligations as calculated on a cash basis for income tax purposes not in excess of the accrued earnings generated for the period from January 1, 1997 through the Closing Date and for employment salaries (not to exceed current compensation levels) to Sellers; (xxii) There has not been any other Material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business by or directly involving the Targets; and (xxiii) The Targets have not committed to any of the foregoing.
Appears in 1 contract
Events Subsequent to Most Recent Year End. Except as set forth in Section 4(f) of Since the Disclosure Schedule, since December 31, 1996Most Recent Year End, there has not been any adverse change in the assets, Liabilities, business, financial condition, operations, results or operations, or future prospects of the TargetsMaterial Adverse Change. Without limiting the generality of the foregoing, except as set forth in Section 4(f) of the Disclosure Schedule, since that date:
(i) The Targets have Target has not sold, leased, transferred, or assigned any of their material assets, tangible or intangible, other than for a fair consideration in outside the Ordinary Course of Business;
(ii) The Targets have Target has not entered into any material agreement, contract, lease, sublease, or license or sublicense (or series of related contracts, leases, subleases, licenses and sublicenses) either involving more than $50,000 or outside the Ordinary Course of Business;
(iii) No no party (including the TargetsTarget) has accelerated, terminated, modifiedmade material modifications to, or canceled any material agreement, contract, lease, sublease, or license or sublicense (or series of related contracts, leases, subleases, licenses and sublicenses) or notified the Targets of such involving more than $50,000 to which either of the Targets Target is a party or by which it any of them is bound;
(iv) The Targets have Target has not imposed any Security Interest Lien upon any of their its assets, tangible or intangibleintangible outside of the Ordinary Course of Business;
(v) The Targets have Target has not made any material capital expenditure (or series of related capital expenditures) either involving more than $50,000 singly or $200,000 in the aggregate, or expenditures outside the Ordinary Course of Business;
(vi) The Targets have Target has not made any material capital investment in, or any material 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 $40,000 individually or $100,000 in the aggregate or Person outside the Ordinary Course of Business;
(vii) The Targets have Target has not created, incurred, assumed, or guaranteed any more than $5,000 in aggregate indebtedness (including for borrowed money and capitalized lease obligations) either involving more than $20,000 singly or $50,000 in the aggregate or outside the Ordinary Course of Business;
(viii) The Targets have Target has not delayed or postponed (beyond their normal practice) the payment of accounts payable and other Liabilities;
(ix) The Targets have not settledtransferred, canceled, compromised, waivedassigned, or released any right, claim action or proceeding (or series of related rights, claims, actions or proceedings) either involving more than $50,000 or outside the Ordinary Course of Business;
(x) The Targets have not granted any license or sublicense of any material rights under or with respect to any Intellectual Property;
(xiix) There there has been no change made or authorized in the charter or bylaws of the TargetsTarget;
(xiix) The Targets have Target has not issued, sold, or otherwise disposed of any of their its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion conversion, exchange, or exercise) any of their its capital stock;
(xiiixi) The Targets have Target has not declared, set aside, or paid any dividend or made any distribution with respect to their its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of their its capital stock;
(xivxii) The Targets have Target has not experienced any material damage, destruction destruction, or loss (whether or not covered by insurance) to their its property;
(xvxiii) The Targets have Target has not made any loan to, or entered into any other transaction with, any of their its directors, officers, and employees outside the Ordinary Course of Business giving rise to any claim or right on their part against the person or on the part of the person against themBusiness;
(xvixiv) The Targets have Target 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;
(xviixv) The Targets have Target has not granted an any increase outside the Ordinary Course of Business in the base compensation of any of their its directors, officers, and employeesemployees outside the Ordinary Course of Business and, since January 30, 2006, has not granted any unusual or extraordinary bonus, benefits, or other forms of direct or indirect compensation to any employee, officer, director, or consultant, except in amounts in keeping with the past practices of Target;
(xviiixvi) The Targets have Target has not adopted adopted, amended, modified, or terminated any (A) bonus, (B) profit-profit sharing, (C) incentive compensationincentive, (D) pension, (E) retirement, (F) medical, hospitalization, lifeseverance, or other insurance, (G) severance, or (H) other plan, contract contract, or commitment for the benefit of any of their its directors, officers, and employees, employees (or modified or terminated taken any existing such plan, contract or commitmentaction with respect to any other Employee Benefit Plan);
(xixxvii) The Targets have Target has not made any other material change in employment terms for any of their its directors, officers, and full-time staff employees;
(xx) The Targets have not made or pledged to make any charitable or other capital contribution employees outside the Ordinary Course of Business;
(xxixviii) The Targets Target has not made any loans or advances of money which have made no dividend, consulting or other payment to the Sellers, except for payments to the Sellers necessary to cover their federal and state income tax obligations not been repaid in full as calculated on a cash basis for income tax purposes not in excess of the accrued earnings generated for the period from January 1, 1997 through the Closing Date and for employment salaries (not to exceed current compensation levels) to Sellers;
(xxii) There has not been any other Material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course date of Business by or directly involving the Targetsthis Agreement; and
(xxiii) The Targets have not committed to any of the foregoing.
Appears in 1 contract