Operations Since Balance Sheet Date Sample Clauses
The "Operations Since Balance Sheet Date" clause defines the obligations and restrictions on a company's activities that occur after the date of its most recent balance sheet but before the closing of a transaction. Typically, this clause requires the company to operate in the ordinary course of business and prohibits significant changes such as incurring new debt, selling major assets, or entering into unusual contracts without the buyer's consent. Its core function is to protect the buyer by ensuring the company's financial condition and operations remain stable and predictable between the balance sheet date and the transaction closing, thereby minimizing the risk of unexpected adverse changes.
Operations Since Balance Sheet Date. (a) Since the Balance Sheet Date, except as described on Schedule 5.5(A), there has been:
(i) no Material Adverse Effect; and
(ii) no damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking adversely affecting any of the Purchased Assets or the Business.
(b) Since the Balance Sheet Date, except as described on Schedule 5.5(B), the Seller Parties have conducted the Business only in the ordinary course and in conformity in all material respects with past practice. Without limiting the generality of the foregoing, since the Balance Sheet Date, the Seller Parties have not, in respect of the Business:
(i) sold, leased (as lessor), transferred or otherwise disposed of (including any transfers by Seller to any of its Affiliates), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance on, any of the assets reflected on the Balance Sheet or any assets acquired by Seller after the Balance Sheet Date, except for inventory and minor amounts of personal property sold or otherwise disposed of for fair value in the ordinary course of the Business consistent with past practice and except for Permitted Encumbrances;
(ii) cancelled any material debts owed to or claims held by any Seller Party (including the settlement of any claims or litigation) other than in the ordinary course of the Business consistent with past practice;
(iii) materially accelerated or delayed collection of notes or accounts receivable generated by the Business in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practice;
(iv) materially delayed or accelerated payment of any account payable or other liability of the Business beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice;
(v) instituted any material change in compensation or benefits with respect to any Business Employee; or
(vi) made any change in the accounting principles and practices used by the Seller Parties from those applied in the preparation of the Balance Sheet and the related statements of income for the period then ended; or
(vii) agreed or committed to do any of the foregoing.
Operations Since Balance Sheet Date. Since the date of the most ----------------------------------- recent balance sheet included in the SEC Documents, Cornerstone and its subsidiaries have conducted business in the ordinary course and in conformity with past practice, except as otherwise disclosed in the SEC Documents.
Operations Since Balance Sheet Date. Since the Balance Sheet Date, ----------------------------------- the LLC and the Subsidiaries have conducted business in the ordinary course and in conformity with past practice, except as disclosed on Schedule 5.8.
Operations Since Balance Sheet Date. (a) Except as set forth on Schedule 3.7, during the period from the Balance Sheet Date to the date hereof, inclusive, there has been no damage, destruction, loss or claim made or filed against the Company (whether or not covered by insurance) or condemnation or other taking which materially adversely affects the Business or the results of operations, properties or condition (financial or otherwise) of the Company.
(b) Since the Balance Sheet Date, except (i) as set forth on Schedule 3.7, (ii) for actions described below that would not result in a Material Adverse Effect on the Company (other than subsections (i), (vii), (xi) and (xv) which shall not be qualified by this subclause (ii)) and (iii) for actions described below that would not cause any of the representations and warranties contained in this Article III (other than this Section 3.7) to be untrue in any material respect, the Company has not:
(i) issued, delivered or agreed (conditionally or unconditionally) to issue or deliver, or granted any option, warrant or other right to purchase, any of its capital stock or other equity interest or any security convertible into its capital stock or other equity interest;
(ii) paid any obligation or liability (absolute or contingent) other than current liabilities reflected on the Balance Sheet and current liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice;
(iii) undertaken or committed to undertake capital expenditures exceeding $10,000 for any single project or related series of projects;
(iv) made charitable donations in excess of $2,000 in the aggregate;
(v) sold, leased, transferred or otherwise disposed of (including any transfers from the Company to any of its Affiliates), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance (other than Permitted Encumbrances) on, any of the assets reflected on the Balance Sheet or any assets acquired after the Balance Sheet Date, except for sales of inventory in the ordinary course of business consistent with past practice;
(vi) canceled any debts owed to or claims held by the Company (including the settlement of any claims or litigation) or waived any rights of material value;
(vii) created, incurred, guaranteed or assumed any indebtedness for borrowed money or entered into any capitalized leases;
(viii) accelerated collection of any note or account receivable to a date prior to the date such collection would have occurred in th...
Operations Since Balance Sheet Date. During the period from the Balance Sheet Date to the date hereof, inclusive, (i) the Company has conducted the Business only in the Ordinary Course of Business and (ii) there has been no Material Adverse Effect.
Operations Since Balance Sheet Date. (a) Except as set forth in Schedule 3.4(a), from the Balance Sheet Date, there have been no events, changes or occurrences or state of facts, including any change in the financial condition or the results of operations of the Business, which, individually or in the aggregate, have had or would be reasonably likely to have a Material Adverse Effect.
(b) Except as set forth in Schedule 3.4(b), from the Balance Sheet Date through the date of this Agreement, the Seller Parties and their Affiliates have operated the Business in the ordinary course of the Business consistent with past practice other than in connection with the Mergers and the process relating to the sale of the Business.
Operations Since Balance Sheet Date. Except as set forth in Schedule 5.5, since the Balance Sheet Date there has not been, any fact, occurrence, condition, circumstance, change, effect, event or development that has had, individually or in the aggregate, a Material Adverse Change and, to the Knowledge of Seller, no circumstances exist that constitute or would reasonably be expected to cause, individually or in the aggregate, a Material Adverse Change in the future. Since the Balance Sheet Date, the Business has been conducted only in the ordinary course consistent with past practice. Without limiting the foregoing, except as set forth in Schedule 5.5, since the Balance Sheet Date, the Company has not taken any action that, if taken after the date hereof, would constitute a breach of Section 7.4.
Operations Since Balance Sheet Date. Except as set forth in Schedule 5.5, from the Balance Sheet Date to the date hereof, there have been no changes in the assets, results of operations or financial condition of the Companies which have materially and adversely affected the Business. Except as set forth in Schedule 5.5, since the Interim Balance Sheet Date, each of the Companies has conducted its businesses only in the Ordinary Course. Without limiting the generality of the foregoing, since the Balance Sheet Date, except as set forth in Schedule 5.5, none of the Companies has:
(a) sold, leased (as lessor), transferred or otherwise disposed of, or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance on, any of the assets reflected on the Interim Balance Sheet or any assets acquired by the Companies after the Interim Balance Sheet Date, except for inventory and non-material amounts of personal property sold or otherwise disposed of in the Ordinary Course and except for Permitted Encumbrances;
(b) cancelled any debts owed to or claims held by it (including the settlement of any claims or litigation) other than in the Ordinary Course and which, in the aggregate, are not material to the Companies;
(c) had a Material Adverse Effect;
(d) suffered any damage, destruction or loss, whether or not covered by insurance, with respect to the property and assets of the Companies of more than $50,000 for any single loss or $100,000 in the aggregate for any related losses, or any failure to maintain insurance policies unmodified and without interruption;
(e) made any material change in accounting or Tax reporting principles, methods, or policies, any settlement of any material Tax controversy, or any amendment of any material Tax Return, or any material Tax election made by or with respect to any Company;
(f) made any declaration or payment of any distributions on or in respect of any equity securities or interests of any Company or redeemed, purchased or acquired any equity securities of any Company;
(g) hired or terminated employees or engaged or terminated independent contractors other than in the Ordinary Course;
(h) materially modified its pricing and purchasing policies and levels, or entered into, amended, renewed, terminated, or permitted to lapse any Contract other than in the Ordinary Course and which, in the aggregate, is not material to the Companies, or paid to or received from any Affiliate of any Company or Seller any amount;
(i) instituted any increase in any compensation...
Operations Since Balance Sheet Date. (a) Except as set forth in Schedule 3.4(a), from the Balance Sheet Date, there has been no change in the Business which, individually or in the aggregate, has had or would reasonably be likely to have a Material Adverse Effect.
(b) Except as set forth in Schedule 3.4(b), since the Balance Sheet Date, the Business has been conducted in all material respects in the ordinary course and in conformity with past practice, other than in connection with the process relating to the sale of the Business and the Mergers.
Operations Since Balance Sheet Date. Except as set forth in Schedule 5.7, since the Balance Sheet Date, Seller has conducted the Business only in the ordinary course and in conformity with past practice and there has been (i) no damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking adversely affecting any of the Purchased Assets or the Advantage Reimbursement Performed Contracts; and (ii) no material adverse effect on the financial condition, operations, or results of operations of the Business, taken as a whole.