Common use of Existing Condition Clause in Contracts

Existing Condition. Except as disclosed on Schedule 3.1.8, since December 31, 2014 the date of the last Financial Statement, the Seller has not: (a) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares; (b) incurred any liabilities, or discharged or satisfied any lien or encumbrance, or paid any liabilities, other than in the ordinary course of its business consistent with past practice, or failed to pay or discharge when due any liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (c) sold, assigned or transferred any of its assets or properties, other than in the ordinary course of its business; (d) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected to any lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever against any of its assets or properties; (e) made or suffered any amendment or termination of any agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or canceled, modified or waived any debts or claims held by it, or waived any rights of substantial value; (f) suffered any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting its business, operations, assets, properties, prospects or condition (financial or otherwise); (g) suffered any change in its financial condition or in the nature of its business or operations which has had or might have a material adverse effect on its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) made any capital expenditure or capital addition or betterment except such as may be involved in the ordinary repair, maintenance and replacement of its assets; (i) increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its directors, officers or employees or the Shareholder, or made any increase in, or any addition to, other benefits to which any of its directors, officers or employees or the Shareholder may be entitled; (j) made any payment to the Shareholder with respect to any indebtedness owed by the Seller to the Shareholder; or (k) entered into any transaction other than in the ordinary course of its business consistent with past practice.

Existing Condition. Except as disclosed set forth on Schedule 3.1.86.30, since December 31, 2014 the date of the last Financial StatementInterim Balance Sheet Date, the Seller Company has not: (a) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares; (b) incurred any liabilities, other than liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any liabilities, other than in the ordinary course of its business consistent with past practice, or failed to pay or discharge when due any liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any the of its assets or properties; (cb) sold, encumbered, assigned or transferred any of its assets assets, properties or propertiesrights or any interest therein, other than except for the sales in the ordinary course of its businessbusiness consistent with past practice, or made any agreement or commitment or granted any option or right with, of or to any person to acquire any assets, properties or rights of the Company or any interest therein; (dc) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of its assets to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever against any whatsoever, except in the ordinary course of its assets or propertiesbusiness consistent with past practice; (ed) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or canceled, modified or waived any substantial debts or claims held by it, it or waived any rights of substantial value, except in the ordinary course of business consistent with past practice. (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its shares of capital stock or other ownership interests; (f) suffered any damage, destruction or loss, whether or not covered by insurance, (i) materially and adversely affecting its business, operations, assets, properties or prospects or (ii) of any item or items carried on its books of account individually or in the aggregate at more than $25,000, or suffered any repeated, recurring or prolonged shortage, cessation or interruption of supplies or utility or other services required to conduct its business and operations; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise), other than as directly caused by adverse economic conditions not specific to, or having an extraordinary impact upon, the Company; (gh) suffered received notice or had knowledge of any change in its financial actual or threatened labor trouble, strike or other occurrence, event or condition or in the nature of its business or operations any similar character which has had or might have a material an adverse effect on its business, operations, assets, properties, prospects properties or condition (financial or otherwise)prospects; (hi) made any commitments or agreements for capital expenditure expenditures or capital addition additions or betterment betterments exceeding in the aggregate $25,000, except such as may be involved in the ordinary repair, maintenance and or replacement of its assets; (ij) increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its directors, officers or employees or the Shareholder, or made any increase in, or any addition to, other benefits to which any of its directors, officers or employees or the Shareholder may be entitled; (jk) made changed any payment to of the Shareholder with respect to any indebtedness owed accounting principles followed by it or the Seller to the Shareholder; ormethods of applying such principles; (kl) entered into any transaction other than in the ordinary course of its business consistent with past practice; (m) changed its authorized capital or its securities outstanding or otherwise changed its ownership interests, or granted any options, warrants, calls, conversion rights or commitments with respect to any of its capital stock or other ownership interests; or (n) agreed to take any of the actions referred to above.

Existing Condition. Except as disclosed on Schedule 3.1.8, since December 31, 2014 Since the date of the last Financial StatementAudited Balance Sheet Date, the Seller Company has not: (a) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares; (b) incurred any liabilities, other than liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any liabilities, other than in the ordinary course of its business consistent with past practice, or failed to pay or discharge when due any liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (cb) sold, encumbered, assigned or transferred any of its assets assets, properties or propertiesrights or any interest therein, other than except for the sales in the ordinary course of its businessbusiness consistent with past practice, or made any agreement or commitment or granted any option or right with, of or to any person to acquire any assets, properties or rights of any Company or any interest therein, except in the ordinary course of business consistent with past practice; (dc) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of its assets to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever against any whatsoever, except in the ordinary course of its assets or propertiesbusiness consistent with past practice; (ed) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or canceled, modified or waived any substantial debts or claims held by it, it or waived any rights of substantial value, except in the ordinary course of business consistent with past practice; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its shares of capital stock or other ownership interests; (f) suffered any damage, destruction or loss, whether or not covered by insurance, (i) materially and adversely affecting its business, operations, assets, properties or prospects or (ii) of any item or items carried on its books of account individually or in the aggregate at more than $25,000, or suffered any repeated, recurring or prolonged shortage, cessation or interruption of supplies or utility or other services required to conduct its business and operations; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise)) other than as directly caused by adverse economic conditions not specific to, or having an extraordinary impact upon, the Company; (gh) suffered received notice or had knowledge of any change in its financial actual or threatened labor trouble, strike or other occurrence, event or condition or in the nature of its business or operations any similar character which has had or might have a material an adverse effect on its business, operations, assets, properties, prospects properties or condition (financial or otherwise)prospects; (hi) made any commitments or agreements for capital expenditure expenditures or capital addition additions or betterment betterments exceeding in the aggregate $25,000, except such as may be involved in the ordinary repair, maintenance and or replacement of its assets; (ij) except as set forth on Schedule 6.30, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its directors, officers or employees or the Shareholder, or made any increase in, or any addition to, other benefits to which any of its directors, officers or employees or the Shareholder may be entitled; (jk) made changed any payment to of the Shareholder with respect to any indebtedness owed accounting principles followed by it or the Seller to the Shareholder; ormethods of applying such principles; (kl) entered into any transaction other than in the ordinary course of its business consistent with past practice; (m) changed its authorized capital or its securities outstanding or otherwise changed its ownership interests, or granted any options, warrants, calls, conversion rights or commitments with respect to any of its capital stock or other ownership interests; or (n) agreed to take any of the actions referred to above.

Existing Condition. Except as disclosed on Schedule 3.1.8, since December 31, 2014 Since the date of the last Financial StatementAudited Balance Sheet Date, the Seller Partnership has not: (a) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares; (b) incurred any liabilities, other than liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any liabilities, other than in the ordinary course of its business consistent with past practice, or failed to pay or discharge when due any liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (cb) sold, encumbered, assigned or transferred any of its assets assets, properties or propertiesrights or any interest therein, other than except for the sales in the ordinary course of its businessbusiness consistent with past practice, or made any agreement or commitment or granted any option or right with, of or to any person to acquire any assets, properties or rights of the Partnership or any interest therein; (dc) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of its assets to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever against any whatsoever, except in the ordinary course of its assets or propertiesbusiness consistent with past practice; (ed) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or canceled, modified or waived any substantial debts or claims held by it, it or waived any rights of substantial value, except as set forth on Schedule 6.30 or in the ordinary course of business consistent with past practice; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its shares of capital stock or other ownership interests; (f) suffered any damage, destruction or loss, whether or not covered by insurance, (i) materially and adversely affecting its business, operations, assets, properties or prospects or (ii) of any item or items carried on its books of account individually or in the aggregate at more than $25,000, or suffered any repeated, recurring or prolonged shortage, cessation or interruption of supplies or utility or other services required to conduct its business and operations; (g) except as set forth on Schedule 6.30, suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise), other than as directly caused by adverse economic conditions not specific to, or having an extraordinary impact upon, the Partnership; (gh) suffered received notice or had knowledge of any change in its financial actual or threatened labor trouble, strike or other occurrence, event or condition or in the nature of its business or operations any similar character which has had or might have a material an adverse effect on its business, operations, assets, properties, prospects properties or condition (financial or otherwise)prospects; (hi) made any commitments or agreements for capital expenditure expenditures or capital addition additions or betterment betterments exceeding in the aggregate $25,000, except such as may be involved in the ordinary repair, maintenance and or replacement of its assets; (ij) increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its directors, officers or employees or the Shareholder, or made any increase in, or any addition to, other benefits to which any of its directors, officers or employees or the Shareholder may be entitled; (jk) made changed any payment to of the Shareholder with respect to any indebtedness owed accounting principles followed by it or the Seller to the Shareholder; ormethods of applying such principles; (kl) entered into any transaction other than in the ordinary course of its business consistent with past practice; (m) changed its authorized capital or its securities outstanding or otherwise changed its ownership interests, or granted any options, warrants, calls, conversion rights or commitments with respect to any of its capital stock or other ownership interests; or (n) agreed to take any of the actions referred to above.

Existing Condition. Except as disclosed on Schedule 3.1.8, since December 31April 30, 2014 20 the date of the last Financial Statement, the Seller has not: (a) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares; (b) incurred any liabilities, or discharged or satisfied any lien or encumbrance, or paid any liabilities, other than in the ordinary course of its business consistent with past practice, or failed to pay or discharge when due any liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (c) sold, assigned or transferred any of its assets or properties, other than in the ordinary course of its business; (d) created, incurred, assumed or guaranteed any indebtedness for money borrowedb rrowed, or mortgaged, pledged or subjected to any lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever against any of its assets or propertiesproper ies; (e) made or suffered any amendment or termination of any agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or canceled, modified or waived any debts wai or claims held by it, or waived any rights of substantial value;; ed any debts (f) suffered any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting its business, operations, assets, properties, properties otherwise); prospects or condition (financial or otherwise);or (g) suffered any change in its financial condition or in the nature of its business or operations which has had or might have a material adverse advers prospects or condition (financial or otherwise); effect on its business, operations, assets, properties, prospects or condition (financial or otherwise);, (h) made any capital expenditure expe diture or capital addition or betterment except such as may be involved in the ordinary repair, maintenance and replacement of its assets; (i) increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business bus ness expenses) or loan to, any of its directors, officers or employees or the Shareholder, or made m de any increase in, or any addition to, other benefits to which any of its directors, officers or o employees or the Shareholder may be entitled; (j) made any payment to the Shareholder with respect to any indebtedness owed by the Seller to the Shareholder; or (k) entered into any transaction other than in the ordinary course of its business consistent with past practice.

Existing Condition. Except as disclosed on described in Schedule 3.1.86.30, since December 31, 2014 the date of the last Financial StatementAudited Balance Sheet Date, the Seller Partnership has not: (a) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares; (b) incurred any liabilities, other than liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any liabilities, other than in the ordinary course of its business consistent with past practice, or failed to pay or discharge when due any liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (cb) sold, encumbered, assigned or transferred any of its assets assets, properties or propertiesrights or any interest therein, other than except for the sales in the ordinary course of its businessbusiness consistent with past practice, or made any agreement or commitment or granted any option or right with, of or to any person to acquire any assets, properties or rights of the Partnership or any interest therein; (dc) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of its assets to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever against any whatsoever, except in the ordinary course of its assets or propertiesbusiness consistent with past practice; (ed) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or canceled, modified or waived any substantial debts or claims held by it, it or waived any rights of substantial value, except in the ordinary course of business consistent with past practice; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its shares of capital stock or other ownership interests; (f) suffered any damage, destruction or loss, whether or not covered by insurance, (i) materially and adversely affecting its business, operations, assets, properties or prospects or (ii) of any item or items carried on its books of account individually or in the aggregate at more than $25,000, or suffered any repeated, recurring or prolonged shortage, cessation or interruption of supplies or utility or other services required to conduct its business and operations; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise), other than as directly caused by adverse economic conditions not specific to, or having an extraordinary impact upon, the Partnership; (gh) suffered received notice or had knowledge of any change in its financial actual or threatened labor trouble, strike or other occurrence, event or condition or in the nature of its business or operations any similar character which has had or might have a material an adverse effect on its business, operations, assets, properties, prospects properties or condition (financial or otherwise)prospects; (hi) made any commitments or agreements for capital expenditure expenditures or capital addition additions or betterment betterments exceeding in the aggregate $25,000, except such as may be involved in the ordinary repair, maintenance and or replacement of its assets; (ij) increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its directors, officers or employees or the Shareholder, or made any increase in, or any addition to, other benefits to which any of its directors, officers or employees or the Shareholder may be entitled; (jk) made changed any payment to of the Shareholder with respect to any indebtedness owed accounting principles followed by it or the Seller to the Shareholder; ormethods of applying such principles; (kl) entered into any transaction other than in the ordinary course of its business consistent with past practice; (m) changed its authorized capital or its securities outstanding or otherwise changed its ownership interests, or granted any options, warrants, calls, conversion rights or commitments with respect to any of its capital stock or other ownership interests; or (n) agreed to take any of the actions referred to above.

Existing Condition. Except as disclosed on Schedule 3.1.8, since December 31, 2014 Since the date of the last Financial StatementBalance Sheet Date, the Seller Company has not: (a) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares; (b) incurred any liabilities, other than liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any liabilities, other than in the ordinary course of its business consistent with past practice, or failed to pay or discharge when due any liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (cb) sold, encumbered, assigned or transferred any of its assets assets, properties or propertiesrights or any interest therein, other than except for the sales in the ordinary course of its businessbusiness consistent with past practice, or made any agreement or commitment or granted any option or right with, of or to any person to acquire any assets, properties or rights of the Company or any interest therein; (dc) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of its assets to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever against any whatsoever, except in the ordinary course of its assets or propertiesbusiness consistent with past practice; (ed) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or canceled, modified or waived any substantial debts or claims held by it, it or waived any rights of substantial value, except in the ordinary course of business consistent with past practice; (e) except as set forth on Schedule 6.30(e), declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its shares of capital stock or other ownership interests; (f) suffered any damage, destruction or loss, whether or not covered by insurance, (i) materially and adversely affecting its business, operations, assets, properties or prospects or (ii) of any item or items carried on its books of account individually or in the aggregate at more than $25,000, or suffered any repeated, recurring or prolonged shortage, cessation or interruption of supplies or utility or other services required to conduct its business and operations; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise), other than as directly caused by adverse economic conditions not specific to, or having an extraordinary impact upon, the Company; (gh) suffered received notice or had knowledge of any change in its financial actual or threatened labor trouble, strike or other occurrence, event or condition or in the nature of its business or operations any similar character which has had or might have a material an adverse effect on its business, operations, assets, properties, prospects properties or condition (financial or otherwise)prospects; (hi) made any commitments or agreements for capital expenditure expenditures or capital addition additions or betterment betterments exceeding in the aggregate $25,000, except such as may be involved in the ordinary repair, maintenance and or replacement of its assets; (ij) increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its directors, officers or employees or the Shareholder, or made any increase in, or any addition to, other benefits to which any of its directors, officers or employees or the Shareholder may be entitled; (jk) made changed any payment to of the Shareholder with respect to any indebtedness owed accounting principles followed by it or the Seller to the Shareholder; ormethods of applying such principles; (kl) entered into any transaction other than in the ordinary course of its business consistent with past practice; (m) changed its authorized capital or its securities outstanding or otherwise changed its ownership interests, or granted any options, warrants, calls, conversion rights or commitments with respect to any of its capital stock or other ownership interests; or (n) agreed to take any of the actions referred to above.