Common use of No Adverse Events Clause in Contracts

No Adverse Events. Since the date of the SURGE Financial Statements: (i) there has not been any material adverse change in the consolidated financial position or condition of SURGE, its subsidiaries, its liabilities or the SURGE Assets or any damage, loss or other change in circumstances materially affecting SURGE, the SURGE Business or the SURGE Assets or SURGE’s right to carry on the SURGE Business, other than changes in the ordinary course of business, (ii) there has not been any damage, destruction, loss or other event (whether or not covered by insurance) materially and adversely affecting SURGE, the SURGE Business or the SURGE Assets, (iii) there has not been any material increase in the compensation payable or to become payable by SURGE to the SURGE Shareholders or to any of SURGE's officers, employees or agents or any bonus, payment or arrangement made to or with any of them, (iv) the SURGE Business has been and continues to be carried on in the ordinary course, (v) neither SURGE nor its subsidiaries have waived or surrendered any right of material value, (vi) neither SURGE nor its subsidiaries have has discharged or satisfied or paid any lien or encumbrance or obligation or liability other than current liabilities in the ordinary course of business, and (vii) no capital expenditures in excess of $10,000 individually or $25,000 in total have been authorized or made;

Appears in 2 contracts

Sources: Merger Agreement (Surge Technologies Corp), Merger Agreement (Surge Technologies Corp)

No Adverse Events. Since the date of the SURGE NewCardio Financial Statements: (i) there has not been any material adverse change in the consolidated financial position or condition of SURGE, its subsidiariesNewCardio, its liabilities or the SURGE NewCardio Assets or any damage, loss or other change in circumstances materially affecting SURGENewCardio, the SURGE NewCardio Business or the SURGE NewCardio Assets or SURGENewCardio’s right to carry on the SURGE NewCardio Business, other than changes in the ordinary course of business, (ii) there has not been any damage, destruction, loss or other event (whether or not covered by insurance) materially and adversely affecting SURGENewCardio, the SURGE NewCardio Business or the SURGE NewCardio Assets, (iii) there has not been any material increase in the compensation payable or to become payable by SURGE NewCardio to the SURGE NewCardio Shareholders or to any of SURGENewCardio's officers, employees or agents or any bonus, payment or arrangement made to or with any of them, (iv) the SURGE NewCardio Business has been and continues to be carried on in the ordinary course, (v) neither SURGE nor its subsidiaries have NewCardio has not waived or surrendered any right of material value, (vi) neither SURGE nor its subsidiaries have NewCardio has not discharged or satisfied or paid any lien or encumbrance or obligation or liability other than current liabilities in the ordinary course of business, and (vii) no capital expenditures in excess of $10,000 individually or $25,000 30,000 in total have been authorized or made;

Appears in 2 contracts

Sources: Share Exchange Agreement (Marine Park Holdings, Inc.), Share Exchange Agreement (NewCardio, Inc.)

No Adverse Events. Since the date of the SURGE BTRNet Financial Statements: (i) there has not been any material adverse change Material Adverse Change in the consolidated financial position or condition of SURGE, its subsidiariesBTRNet, its liabilities or the SURGE BTRNet Assets or any damage, loss or other change in circumstances materially affecting SURGEBTRNet, the SURGE BTRNet Business or the SURGE BTRNet Assets or SURGEBTRNet’s right to carry on the SURGE BTRNet Business, other than changes in the ordinary course of business, (ii) there has not been any damage, destruction, loss or other event (whether or not covered by insurance) materially and adversely affecting SURGEBTRNet, the SURGE BTRNet Business or the SURGE BTRNet Assets, (iii) there has not been any material increase in the compensation payable or to become payable by SURGE BTRNet to the SURGE BTRNet Shareholders or to any of SURGEBTRNet's officers, employees or agents or any bonus, payment or arrangement made to or with any of them, (iv) the SURGE BTRNet Business has been and continues to be carried on in the ordinary course, (v) neither SURGE nor its subsidiaries have BTRNet has not waived or surrendered any right of material value, (vi) neither SURGE nor its subsidiaries have BTRNet has discharged or satisfied or paid any lien or encumbrance or obligation or liability other than current liabilities in the ordinary course of business, and (vii) no capital expenditures in excess of $10,000 individually or $25,000 30,000 in total have been authorized or made;

Appears in 1 contract

Sources: Merger Agreement (Map Vi Acquisition, Inc.)

No Adverse Events. Since the date of the SURGE BSI Financial Statements: (i) there has not been any material adverse change in the consolidated properties, results of operations, financial position or condition of SURGE, its subsidiariesBSI, its liabilities or the SURGE BSI Assets or any damage, loss or other change in circumstances materially affecting SURGEBSI, the SURGE BSI Business or the SURGE BSI Assets or SURGEBSI’s right to carry on the SURGE BSI Business, other than changes in the ordinary course of business, (ii) there has not been any damage, destruction, loss or other event (whether or not covered by insurance) materially and adversely affecting SURGEBSI, the SURGE BSI Business or the SURGE BSI Assets, (iii) there has not been any material increase in the compensation payable or to become payable by SURGE BSI to the SURGE BSI Shareholders or to any of SURGEBSI's officers, employees or agents or any bonus, payment or arrangement made to or with any of them, (iv) the SURGE BSI Business has been and continues to be carried on in the ordinary course, (v) neither SURGE nor its subsidiaries have BSI has not waived or surrendered any right of material value, (vi) neither SURGE nor its subsidiaries have BSI has not discharged or satisfied or paid any lien or encumbrance or obligation or liability other than current liabilities in the ordinary course of business, and (vii) no capital expenditures in excess of $10,000 individually or $25,000 30,000 in total have been authorized or made;

Appears in 1 contract

Sources: Merger Agreement (Tech Laboratories Inc)

No Adverse Events. Since the date of the SURGE Retirement Financial Statements: (i) there has not been any material adverse change in the consolidated financial position or condition of SURGE, its subsidiariesRetirement, its liabilities or the SURGE Retirement Assets or any damage, loss or other change in circumstances materially affecting SURGERetirement, the SURGE Retirement Business or the SURGE Retirement Assets or SURGERetirement’s right to carry on the SURGE Retirement Business, other than changes in the ordinary course of business, (ii) there has not been any damage, destruction, loss or other event (whether or not covered by insurance) materially and adversely affecting SURGERetirement, the SURGE Retirement Business or the SURGE Retirement Assets, (iii) there has not been any material increase in the compensation payable or to become payable by SURGE Retirement to the SURGE Retirement Shareholders or to any of SURGE's Retirement’s officers, employees or agents or any bonus, payment or arrangement made to or with any of them, (iv) the SURGE Retirement Business has been and continues to be carried on in the ordinary course, (v) neither SURGE nor its subsidiaries have Retirement has not waived or surrendered any right of material value, (vi) neither SURGE nor its subsidiaries have Retirement has not discharged or satisfied or paid any lien or encumbrance or obligation or liability other than current liabilities in the ordinary course of business, and (vii) no capital expenditures in excess of $10,000 individually or $25,000 30,000 in total have been authorized or made;

Appears in 1 contract

Sources: Share Purchase Agreement (Voxpath Holdings, Inc.)

No Adverse Events. Since the date of the SURGE Renewal Financial Statements: (i) there has not been any material adverse change in the consolidated properties, results of operations, financial position or condition of SURGE, its subsidiariesRenewal, its liabilities or the SURGE Renewal Assets or any damage, loss or other change in circumstances materially affecting SURGERenewal, the SURGE Renewal Business or the SURGE Renewal Assets or SURGERenewal’s right to carry on the SURGE Renewal Business, other than changes in the ordinary course of business, (ii) there has not been any damage, destruction, loss or other event (whether or not covered by insurance) materially and adversely affecting SURGERenewal, the SURGE Renewal Business or the SURGE Renewal Assets, (iii) there has not been any material increase in the compensation payable or to become payable by SURGE Renewal to the SURGE Renewal Shareholders or to any of SURGERenewal's officers, employees or agents or any bonus, payment or arrangement made to or with any of them,them except in the ordinary course, or as required by written agreement; (iv) the SURGE Renewal Business has been and continues to be carried on in the ordinary course, (v) neither SURGE nor its subsidiaries have Renewal has not waived or surrendered any right of material value, (vi) neither SURGE nor its subsidiaries have Renewal has not discharged or satisfied or paid any lien or encumbrance or obligation or liability other than current liabilities in the ordinary course of business, and (vii) no capital expenditures in excess of Ten Thousand Dollars ($10,000 10,000) individually or Thirty Thousand Dollars ($25,000 30,000) in total have been authorized or made;

Appears in 1 contract

Sources: Merger Agreement (Tech Laboratories Inc)

No Adverse Events. Since the date of the SURGE MailTec Financial Statements: (i) there has not been any material adverse change in the consolidated financial position or condition of SURGEMailTec, its subsidiaries, its liabilities or the SURGE MailTec Assets or any damage, loss or other change in circumstances materially affecting SURGEMailTec, the SURGE MailTec Business or the SURGE MailTec Assets or SURGE’s MailTec’ right to carry on the SURGE MailTec Business, other than changes in the ordinary course of business, (ii) there has not been any damage, destruction, loss or other event (whether or not covered by insurance) materially and adversely affecting SURGEMailTec, its subsidiaries, the SURGE MailTec Business or the SURGE MailTec Assets, (iii) there has not been any material increase in the compensation payable or to become payable by SURGE to the SURGE Shareholders or MailTec to any of SURGE's MailTec’ officers, employees or agents or any bonus, payment or arrangement made to or with any of them, (iv) the SURGE MailTec Business has been and continues to be carried on in the ordinary course, (v) neither SURGE nor its subsidiaries have MailTec has not waived or surrendered any right of material value, (vi) neither SURGE Neither MailTec nor its subsidiaries have has discharged or satisfied or paid any lien or encumbrance or obligation or liability other than current liabilities in the ordinary course of business, and (vii) no capital expenditures in excess of $10,000 individually or $25,000 30,000 in total have been authorized or made;. MailTec - Income Tax Matters

Appears in 1 contract

Sources: Merger Agreement (MailTec, Inc.)