Common use of Operations Since Balance Sheet Date Clause in Contracts

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 the ordinary course of business consistent with past practice; (ix) delayed payment of any account payable or other liability of the Company beyond its due date or the date when such liability would have been paid in the ordinary course of business consistent with past practice; (x) allowed the levels of raw materials, supplies, work-in-process, finished goods or other materials included in its inventory to vary in any material respect from levels customarily maintained; (xi) granted any bonus or other special compensation or increased the compensation or benefits payable or to become payable to any directors, officers or employees, or instituted any increase in or otherwise amended any profit sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit plan except for increases required by law; (xii) sold, assigned or transferred any patents, trademarks, service marks, trade names, copyrights, Software (as defined in Section 3.17) (except in the ordinary course of business consistent with past practice), trade secrets or other similar intangible assets, or disclosed any proprietary or confidential information to any person or entity (other than Parent, its Affiliates and agents); (xiii) extended credit other than in the ordinary course of business or permitted any change in credit practices or in the method of maintaining books, accounts or business records; (xiv) declared, set aside or paid any dividend or made any other distribution (whether in cash, stock or other property) to any of the Shareholders in respect of any Company Stock or other securities of the Company; (xv) purchased, redeemed, called for purchase or redemption or otherwise acquired any shares of Company Stock or any other securities of the Company; (xvi) made any write-down of the value of any inventory or write-offs as uncollectible of any notes or accounts receivable except for write-downs and write-offs in the ordinary course of business and consistent with past practice, none of which would reasonably be expected to have a Material Adverse Effect on the Business or the results of operations, properties or condition (financial or otherwise) of the Company; (xvii) except as otherwise contemplated herein, entered into any transaction other than in the ordinary course of business or any transaction (not involving purchases and sales of inventory) including commitments for expenditures in excess of $10,000; (xviii) made any changes in the accounting methods or practices followed by the Company; (xix) entered into or performed any transactions with any of its Affiliates except for transactions in the ordinary course of business and on terms no less favorable than those customarily enjoyed by the Company; (xx) agreed or committed to do or authorized any of the foregoing; or (xxi) prepared or filed any Tax Return inconsistent with past practice or, on any such Tax Return taken any position, made any election, or adopted any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including, without limitation, positions, elections or methods which would have the effect of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or prior to the Closing Date).

Appears in 1 contract

Sources: Supplemental Agreement (Combined Professional Services Inc)

Operations Since Balance Sheet Date. (a) Except as set forth on Schedule 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 SCHEDULE 3.7, (ii) for actions described below that would not result in a Material Adverse Effect on the Company (other than subsections (i), (viivi), (xiix) and (xvxiii) 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 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; (viv) 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; (viivi) created, incurred, guaranteed or assumed any indebtedness for borrowed money or entered into any capitalized leases; (viiivii) accelerated collection of any note or account receivable to a date prior to the date such collection would have occurred in the ordinary course of business consistent with past practice; (ixviii) delayed payment of any account payable or other liability of the Company beyond its due date or the date when such liability would have been paid in the ordinary course of business consistent with past practice; (x) allowed the levels of raw materials, supplies, work-in-process, finished goods or other materials included in its inventory to vary in any material respect from levels customarily maintained; (xiix) granted any bonus or other special compensation or increased the compensation or benefits payable or to become payable to any directors, officers or employees, or instituted any increase in or otherwise amended any profit sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit plan except for increases required by law; (xiix) sold, assigned or transferred any patents, trademarks, service marks, trade names, copyrights, Software (as defined in Section 3.17) (except in the ordinary course of business consistent with past practice), trade secrets or other similar intangible assets, or disclosed any proprietary or confidential information to any person or entity (other than Parent, its Affiliates and agents); (xiiixi) extended credit other than in the ordinary course of business or permitted any change in credit practices or in the method of maintaining books, accounts or business records; (xivxii) declared, set aside or paid any dividend or made any other distribution (whether in cash, stock or other property) to any of the Shareholders Stockholders in respect of any Company Stock or other securities of the Company; (xvxiii) purchased, redeemed, called for purchase or redemption or otherwise acquired any shares of Company Stock or any other securities of the Company; (xvixiv) made any write-down of the value of any inventory or write-offs as uncollectible of any notes or accounts receivable except for write-downs and write-write- offs in the ordinary course of business and consistent with past practice, none of which would reasonably be expected to have a Material Adverse Effect on the Business or the results of operations, properties or condition (financial or otherwise) of the Company; (xviixv) except as otherwise contemplated herein, entered into any transaction other than in the ordinary course of business or any transaction (not involving purchases and sales of inventory) including commitments for expenditures in excess of $10,000; (xviiixvi) made any changes in the accounting methods or practices followed by the Company; (xixxvii) entered into or performed any transactions with any of its Affiliates except for transactions in the ordinary course of business and on terms no less favorable than those customarily enjoyed by the Company; (xxxviii) agreed or committed to do or authorized any of the foregoing; or (xxixix) prepared or filed any Tax Return inconsistent with past practice or, on any such Tax Return taken any position, made any election, or adopted any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including, without limitation, positions, elections or methods which would have the effect of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or prior to the Closing Date).

Appears in 1 contract

Sources: Supplemental Agreement (Patron Systems Inc)

Operations Since Balance Sheet Date. (ai) Except no material adverse change in the assets, liabilities, business, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as set forth on Schedule 3.7a whole, during the period from the Balance Sheet Date and no fact or condition exists or, to the date hereofKnowledge of the Seller, inclusive, there has been is contemplated or threatened which might reasonably be expected to cause such a change in the future; and (ii) no damage, destruction, loss or claim made or filed against the Company (claim, whether or not covered by insurance) , or condemnation or other taking which materially adversely affects affecting in any material respect any of the Business or the results of operationsassets, properties business, operations or condition (financial or otherwise) of the CompanyCompany and its Subsidiaries, taken as a whole. (b) Since Except as set forth in Schedule 4.5 and in Section 7.6, 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)and its Subsidiaries have conducted their business only in the ordinary course and in conformity with past practice and, (vii), (xi) and (xv) which shall not be qualified by this subclause (ii)) and (iii) for actions described below that would not cause any without limiting the generality of the representations and warranties contained in this Article III (other than this Section 3.7) to be untrue in any material respectforegoing, the Company has have 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, leasedleased (as lessor), transferred or otherwise disposed of (including any transfers from the Company or any Subsidiary to the Seller or any of its Affiliates), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance (other than a Permitted EncumbrancesEncumbrance) on, any of the assets reflected on the Balance Sheet or any assets acquired by the Company or any Subsidiary after the Balance Sheet Date, except for sales (i) inventory in the ordinary course of inventory business consistent with past practice or (ii) minor amounts of personal property sold or otherwise disposed of for fair value in the ordinary course of business consistent with past practice; (ii) canceled any debts owed to or claims held by the Company or any Subsidiary (including the settlement of any claims or litigation) or waived any other rights held by the Company or any Subsidiary, other than in the ordinary course of business consistent with past practice; (iii) paid any claims against the Company or any Subsidiary (including the settlement of any claims and litigation against the Company or any Subsidiary or the payment or settlement of any obligations or liabilities of the Company or any Subsidiary) other than in the ordinary course of business consistent with past practice; (iv) created, incurred or assumed, or agreed to create, incur or assume, any indebtedness for borrowed money or entered into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13); (v) accelerated or delayed collection of notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of business consistent with past practice; (vi) canceled any debts owed to delayed 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 the ordinary course of business consistent with past practice; (ix) delayed payment of any account payable or other liability of the Company or any Subsidiary beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of business consistent with past practice; (xvii) allowed acquired any real property or undertaken or committed to undertake capital expenditures which exceed $250,000 in the levels of raw materials, supplies, work-in-process, finished goods or other materials included in its inventory to vary in any material respect from levels customarily maintainedaggregate; (xiviii) granted any bonus or other special compensation or increased the compensation or benefits payable or to become payable to any directors, officers or employeesmade, or agreed to make, any payment of cash or distribution of assets to the Seller or any of its Affiliates, or entered into, or agreed to enter into, any agreement or transaction with the Seller, any Affiliate of the Seller or any member of the immediate family of any Affiliate of the Seller; (ix) instituted any increase in any compensation payable to any officer or otherwise amended employee of the Company or any profit Subsidiary or in any profit- sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit plan except for increases required by lawbenefits made available to officers or employees of the Company or any Subsidiary; (xiix) sold, assigned or transferred made any patents, trademarks, service marks, trade names, copyrights, Software (as defined in Section 3.17) (except change in the ordinary course accounting principles and practices used by the Company from those applied in the preparation of business consistent with past practice), trade secrets or other similar intangible assets, or disclosed any proprietary or confidential information to any person or entity (other than Parent, its Affiliates the Balance Sheet and agents)the related statements of income and cash flow for the period ended on the Balance Sheet Date; (xiiixi) extended credit other than in the ordinary course of business or permitted any change in credit practices or in the method of maintaining books, accounts or business records; (xiv) declared, set aside or paid any dividend or made any other distribution (whether in cash, stock or other property) to any of the Shareholders in respect of any Company Stock or other securities of the Company; (xv) purchased, redeemed, called for purchase or redemption or otherwise acquired any shares of Company Stock or any other securities of the Company; (xvi) made any write-down of the value of any inventory or write-offs as uncollectible of any notes or accounts receivable except for write-downs and write-offs in the ordinary course of business and consistent with past practice, none of which would reasonably be expected to have a Material Adverse Effect on the Business or the results of operations, properties or condition (financial or otherwise) of the Company; (xvii) except as otherwise contemplated herein, entered into any transaction other than in the ordinary course of business or any transaction (not involving purchases and sales of inventory) including commitments for expenditures in excess of $10,000; (xviii) made any changes in the accounting methods or practices followed by the Company; (xix) entered into or performed any transactions with any of its Affiliates except for transactions in the ordinary course of business and on terms no less favorable than those customarily enjoyed by the Company; (xx) agreed or committed to do or authorized any of the foregoing; or (xxi) prepared or filed any Tax Return inconsistent with past practice or, on any such Tax Return Return, taken any position, made any election, or adopted any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including, without limitation, positions, elections or methods which would have the effect of deferring income to periods ending after for which the Closing Date Seller is not liable pursuant to Section 9.1 or accelerating deductions to periods ending on for ----------- which the Seller is liable pursuant to Section 9.1); or prior ----------- (xii) entered into or become committed to enter into any other material transaction except in the Closing Date)ordinary course of business.

Appears in 1 contract

Sources: Stock Purchase Agreement (Aptargroup Inc)

Operations Since Balance Sheet Date. (a) Except as set forth on Schedule 3.7in Section 3.5 of the Company Disclosure Schedule, during the period from since the Balance Sheet Date to the date hereofCompany has conducted its business only in the ordinary course consistent with past practice, inclusive, and there has been no damagenot occurred: (a) any change, destructionevent, loss development or claim made or filed against the Company condition (whether or not covered by insurance) that has resulted in, or condemnation or other taking which materially adversely affects the Business or the results of operationscould reasonably be expected to result in, 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 the ordinary course of business consistent with past practice; (ix) delayed payment of any account payable or other liability of the Company beyond its due date or the date when such liability would have been paid in the ordinary course of business consistent with past practice; (x) allowed the levels of raw materials, supplies, work-in-process, finished goods or other materials included in its inventory to vary in any material respect from levels customarily maintained; (xi) granted any bonus or other special compensation or increased the compensation or benefits payable or to become payable to any directors, officers or employees, or instituted any increase in or otherwise amended any profit sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit plan except for increases required by law; (xii) sold, assigned or transferred any patents, trademarks, service marks, trade names, copyrights, Software (as defined in Section 3.17) (except in the ordinary course of business consistent with past practice), trade secrets or other similar intangible assets, or disclosed any proprietary or confidential information to any person or entity (other than Parent, its Affiliates and agents); (xiii) extended credit other than in the ordinary course of business or permitted any change in credit practices or in the method of maintaining books, accounts or business records; (xiv) declared, set aside or paid any dividend or made any other distribution (whether in cash, stock or other property) to any of the Shareholders in respect of any Company Stock or other securities of the Company; (xvb) purchasedany acquisition, redeemed, called for purchase sale or redemption or otherwise acquired transfer of any shares of Company Stock or any other securities material asset of the Company; (xvi) made any write-down of the value of any inventory or write-offs as uncollectible of any notes or accounts receivable except for write-downs and write-offs Company other than in the ordinary course of business and consistent with past practice, none of which would reasonably be expected to have a Material Adverse Effect on the Business or the results of operations, properties or condition (financial or otherwise) of the Company; (xviic) except as otherwise contemplated hereinrequired by GAAP, any material change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or any revaluation by the Company of any of its assets; (d) any declaration, setting aside, or payment of a dividend or other distribution with respect to the shares of capital stock of the Company or any direct or indirect redemption, purchase or other acquisition by the Company of any of its shares of capital stock; [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ****, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] (e) any Listed Contract entered into any transaction by the Company, other than in the ordinary course of business business, or any transaction amendment or termination of, or material default under, any Listed Contract, or the waiver, release or assignment of any material rights under any Listed Contract; (f) any incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money; (g) any creation or assumption by the Company of any mortgage, lien, pledge, charge, security interest or similar encumbrance of any kind or character on any material asset, other than Permitted Encumbrances; (h) any condemnation, seizure, damage, destruction or other casualty loss (whether or not involving purchases covered by insurance) materially and sales adversely affecting the assets, properties or business of inventorythe Company and no such loss is threatened in writing; (i) including commitments any capital expenditure, or commitment for expenditures a capital expenditure, for additions or improvements to property, plant and equipment in excess of $10,00025,000 individually or $50,000 in the aggregate; (xviiij) made except for capital expenditures and commitments referred to in paragraph (i) above, any changes (i) acquisition, lease, license or other purchase of, or (ii) disposition, assignment, transfer, license or other sale of, any material tangible assets or material property or material Intellectual Property in the accounting methods one or practices followed by the Companymore transactions, or any commitment in respect thereof; (xixk) entered into a cancellation or performed compromise of any transactions with material debt or claim; (l) any settlement or compromise of its Affiliates except for transactions any pending or threatened Action; (m) any material delay or postponement by the Company in the payment of accounts payable and other liabilities outside the ordinary course of business and on terms no less favorable than those customarily enjoyed by the Company; (xx) agreed or committed to do or authorized any of the foregoingbusiness; or (xxin) prepared any negotiation or filed agreement by the Company to do any Tax Return inconsistent of the things described in the preceding clauses (a) through (m) (other than negotiations with past practice or, on any such Tax Return taken any position, made any election, or adopted any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including, without limitation, positions, elections or methods which would have the effect of deferring income to periods ending after Optionee and its representatives regarding the Closing Date or accelerating deductions to periods ending on or prior to the Closing Datetransactions contemplated by this Agreement).

Appears in 1 contract

Sources: Development and Option Agreement (Viropharma Inc)

Operations Since Balance Sheet Date. (a) Except as set forth on Schedule 3.7in Section 3.5 of the Company Disclosure Schedule, during the period from since the Balance Sheet Date to the date hereofCompany has conducted its business only in the ordinary course consistent with past practice, inclusive, and there has been no damagenot occurred: (a) any change, destructionevent, loss development or claim made or filed against the Company condition (whether or not covered by insurance) that has resulted in, or condemnation or other taking which materially adversely affects the Business or the results of operationscould reasonably be expected to result in, 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 the ordinary course of business consistent with past practice; (ix) delayed payment of any account payable or other liability of the Company beyond its due date or the date when such liability would have been paid in the ordinary course of business consistent with past practice; (x) allowed the levels of raw materials, supplies, work-in-process, finished goods or other materials included in its inventory to vary in any material respect from levels customarily maintained; (xi) granted any bonus or other special compensation or increased the compensation or benefits payable or to become payable to any directors, officers or employees, or instituted any increase in or otherwise amended any profit sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit plan except for increases required by law; (xii) sold, assigned or transferred any patents, trademarks, service marks, trade names, copyrights, Software (as defined in Section 3.17) (except in the ordinary course of business consistent with past practice), trade secrets or other similar intangible assets, or disclosed any proprietary or confidential information to any person or entity (other than Parent, its Affiliates and agents); (xiii) extended credit other than in the ordinary course of business or permitted any change in credit practices or in the method of maintaining books, accounts or business records; (xiv) declared, set aside or paid any dividend or made any other distribution (whether in cash, stock or other property) to any of the Shareholders in respect of any Company Stock or other securities of the Company; (xvb) purchasedany acquisition, redeemed, called for purchase sale or redemption or otherwise acquired transfer of any shares of Company Stock or any other securities material asset of the Company; (xvi) made any write-down of the value of any inventory or write-offs as uncollectible of any notes or accounts receivable except for write-downs and write-offs Company other than in the ordinary course of business and consistent with past practice, none of which would reasonably be expected to have a Material Adverse Effect on the Business or the results of operations, properties or condition (financial or otherwise) of the Company; (xviic) except as otherwise contemplated hereinrequired by GAAP, any material change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or any revaluation by the Company of any of its assets; (d) any declaration, setting aside, or payment of a dividend or other distribution with respect to the shares of capital stock of the Company or any direct or indirect redemption, purchase or other acquisition by the Company of any of its shares of capital stock; (e) any Listed Contract entered into any transaction by the Company, other than in the ordinary course of business business, or any transaction amendment or termination of, or material default under, any Listed Contract, or the waiver, release or assignment of any material rights under any Listed Contract; (f) any incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money; (g) any creation or assumption by the Company of any mortgage, lien, pledge, charge, security interest or similar encumbrance of any kind or character on any material asset, other than Permitted Encumbrances; (h) any condemnation, seizure, damage, destruction or other casualty loss (whether or not involving purchases covered by insurance) materially and sales adversely affecting the assets, properties or business of inventorythe Company and no such loss is threatened in writing; (i) including commitments any capital expenditure, or commitment for expenditures a capital expenditure, for additions or improvements to property, plant and equipment in excess of $10,00025,000 individually or $50,000 in the aggregate; (xviiij) made except for capital expenditures and commitments referred to in paragraph (i) above, any changes (i) acquisition, lease, license or other purchase of, or (ii) disposition, assignment, transfer, license or other sale of, any material tangible assets or material property or material Intellectual Property in the accounting methods one or practices followed by the Companymore transactions, or any commitment in respect thereof; (xixk) entered into a cancellation or performed compromise of any transactions with material debt or claim; (l) any settlement or compromise of its Affiliates except for transactions any pending or threatened Action; (m) any material delay or postponement by the Company in the payment of accounts payable and other liabilities outside the ordinary course of business and on terms no less favorable than those customarily enjoyed by the Company; (xx) agreed or committed to do or authorized any of the foregoingbusiness; or (xxin) prepared any negotiation or filed agreement by the Company to do any Tax Return inconsistent of the things described in the preceding clauses (a) through (m) (other than negotiations with past practice or, on any such Tax Return taken any position, made any election, or adopted any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including, without limitation, positions, elections or methods which would have the effect of deferring income to periods ending after Optionee and its representatives regarding the Closing Date or accelerating deductions to periods ending on or prior to the Closing Datetransactions contemplated by this Agreement).

Appears in 1 contract

Sources: Development and Option Agreement (Viropharma Inc)

Operations Since Balance Sheet Date. (a) Except as set forth on in Schedule 3.72.5(b), during the period from since the Balance Sheet Date Date, Seller has conducted the business of the Owned Stations and, to the date hereofknowledge of Seller, 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) business of the Company. (b) Since Purchased Stations has only been conducted, in the ordinary course. Without limiting the generality of the foregoing, since the Balance Sheet Date, except (i) as set forth on Schedule 3.7in such Schedule, (ii) for actions described below that would not result Seller has not, 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 respect of the representations and warranties contained in this Article III (other than this Section 3.7) Owned Stations and, to be untrue in any material respectthe knowledge of Seller, the Company has notPurchased Stations: (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, leasedleased (as lessor), transferred or otherwise disposed of (including any transfers from the Company Seller 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 the Purchased Stations Balance Sheet or any assets acquired after the Balance Sheet DateDate relating to the Stations, except for sales other than personal property having an aggregate value of inventory less than $50,000 sold or otherwise disposed of in the ordinary course of the business consistent with past practiceof the Stations which would not reasonably be expected to have a material adverse effect on the business or operations of the Stations and except for Permitted Encumbrances; (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; (viiii) created, incurred, guaranteed or assumed assumed, or agreed to create, incur, or assume, any indebtedness for borrowed money (other than money borrowed or entered into advances from any capitalized leases; (viii) accelerated collection of any note or account receivable to a date prior to the date such collection would have occurred its Affiliates in the ordinary course of the business consistent with past practice;of the Stations) or entered into (as lessee) any capitalized leases; or (ix) delayed payment of any account payable or other liability of the Company beyond its due date or the date when such liability would have been paid in the ordinary course of business consistent with past practice; (x) allowed the levels of raw materials, supplies, work-in-process, finished goods or other materials included in its inventory to vary in any material respect from levels customarily maintained; (xiiii) granted any bonus or other special compensation or increased the compensation or benefits payable or to become payable to any directors, officers or employees, or instituted any material increase in any rate of salary or otherwise amended compensation of any employee of the Stations or any profit sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit plan except for increases required by law; (xii) sold, assigned or transferred any patents, trademarks, service marks, trade names, copyrights, Software (as defined in Section 3.17) (except in the ordinary course of business consistent with past practice), trade secrets or other similar intangible assets, or disclosed any proprietary or confidential information to any person or entity (other than Parent, its Affiliates and agents); (xiii) extended credit other than in the ordinary course of business or permitted any change in credit practices or in the method of maintaining books, accounts or business records; (xiv) declared, set aside or paid any dividend or made any other distribution (whether in cash, stock or other property) to any of the Shareholders in respect of any Company Stock or other securities of the Company; (xv) purchased, redeemed, called for purchase or redemption or otherwise acquired any shares of Company Stock or any other securities of the Company; (xvi) made any write-down of the value of any inventory or write-offs as uncollectible of any notes or accounts receivable except for write-downs and write-offs in the ordinary course of business and consistent with past practice, none of which would reasonably be expected to have a Material Adverse Effect on the Business or the results of operations, properties or condition (financial or otherwise) of the Company; (xvii) except as otherwise contemplated herein, entered into any transaction other than in the ordinary course of business or any transaction (not involving purchases and sales of inventory) including commitments for expenditures in excess of $10,000; (xviii) made any changes in the accounting methods or practices followed by the Company; (xix) entered into or performed any transactions with any of its Affiliates except for transactions in the ordinary course of business and on terms no less favorable than those customarily enjoyed by the Company; (xx) agreed or committed to do or authorized any of the foregoing; or (xxi) prepared or filed any Tax Return inconsistent with past practice or, on any such Tax Return taken any position, made any election, or adopted any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including, without limitation, positions, elections or methods which would have the effect of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or prior to the Closing Date)plan.

Appears in 1 contract

Sources: Asset Purchase Agreement (SFX Broadcasting Inc)

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 been: (i) no Material Adverse Effect on the Company and, to the Knowledge of the Company, no fact or condition exists or is contemplated or threatened which might reasonably be expected to cause a Material Adverse Effect on the Company; and (ii) 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 will result in a Material Adverse Effect on the Company. (b) Since Except as set forth on Schedule 3.7, since the Balance Sheet Date, the Company has conducted the Business only in the ordinary course and in conformity with past practice. Without limiting the generality of the foregoing, 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 (xvxiv) which shall not be qualified by this subclause (ii)) and (iii) for any 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; (viv) 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; (viivi) created, incurred, guaranteed or assumed any indebtedness for borrowed money or entered into any capitalized leases; (viiivii) accelerated collection of any note or account receivable to a date prior to the date such collection would have occurred in the ordinary course of business consistent with past practice; (ixviii) delayed payment of any account payable or other liability of the Company beyond its due date or the date when such liability would have been paid in the ordinary course of business consistent with past practice; (xix) allowed the levels of raw materials, supplies, work-in-process, finished goods or other materials included in its inventory to vary in any material respect from levels customarily maintained; (xix) except as contemplated by the Transaction Documents, granted any bonus or other special compensation or increased the compensation or benefits payable or to become payable to any directors, officers or employees, or instituted any increase in or otherwise amended any profit sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit plan except for increases required by law; (xiixi) sold, assigned or transferred any patents, trademarks, service marks, trade names, copyrights, Software (as defined in Section 3.17) (except in the ordinary course of business consistent with past practice), trade secrets or other similar intangible assets, or disclosed any proprietary or confidential information to any person or entity (other than Parent, its Affiliates and agents); (xiiixii) extended credit other than in the ordinary course of business or permitted any change in credit practices or in the method of maintaining books, accounts or business records; (xivxiii) declared, set aside or paid any dividend or made any other distribution (whether in cash, stock or other property) to any of the Shareholders in respect of any Company Common Stock or other securities of the Company; (xvxiv) purchased, redeemed, called for purchase or redemption or otherwise acquired any shares of Company Common Stock or any other securities of the Company; (xvixv) made any write-down of the value of any inventory or write-offs as uncollectible of any notes or accounts receivable except for write-downs and write-offs in the ordinary course of business and consistent with past practice, none of which would reasonably be expected to have a Material Adverse Effect on the Business or the results of operations, properties or condition (financial or otherwise) of the Companyreceivable; (xviixvi) except as otherwise contemplated herein, entered into any transaction other than in the ordinary course of business or any transaction (not involving purchases and sales of inventory) including commitments for expenditures in excess of $10,000; (xviiixvii) made any changes in the accounting methods or practices followed by the Company; (xix) entered into or performed any transactions with any of its Affiliates except for transactions in the ordinary course of business and on terms no less favorable than those customarily enjoyed by the Company; (xxxviii) agreed or committed to do or authorized any of the foregoing; or (xxixix) prepared or filed any Tax Return inconsistent with past practice or, on any such Tax Return taken any position, made any election, or adopted any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including, without limitation, positions, elections or methods which would have the effect of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or prior to the Closing Date).

Appears in 1 contract

Sources: Supplemental Agreement (Combined Professional Services Inc)

Operations Since Balance Sheet Date. (a) Except as set forth on Schedule 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 SCHEDULE 3.7, (ii) for actions described below that would not result in a Material Adverse Effect on the Company (other than subsections (i), (viivi), (xiix) and (xvxiii) 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 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; (viv) 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; (viivi) created, incurred, guaranteed or assumed any indebtedness for borrowed money or entered into any capitalized leases; (viiivii) accelerated collection of any note or account receivable to a date prior to the date such collection would have occurred in the ordinary course of business consistent with past practice; (ixviii) delayed payment of any account payable or other liability of the Company beyond its due date or the date when such liability would have been paid in the ordinary course of business consistent with past practice; (x) allowed the levels of raw materials, supplies, work-in-process, finished goods or other materials included in its inventory to vary in any material respect from levels customarily maintained; (xiix) granted any bonus or other special compensation or increased the compensation or benefits payable or to become payable to any directors, officers or employees, or instituted any increase in or otherwise amended any profit sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit plan except for increases required by law; (xiix) sold, assigned or transferred any patents, trademarks, service marks, trade names, copyrights, Software (as defined in Section 3.17) (except in the ordinary course of business consistent with past practice), trade secrets or other similar intangible assets, or disclosed any proprietary or confidential information to any person or entity (other than Parent, its Affiliates and agents); (xiiixi) extended credit other than in the ordinary course of business or permitted any change in credit practices or in the method of maintaining books, accounts or business records; (xivxii) declared, set aside or paid any dividend or made any other distribution (whether in cash, stock or other property) to any of the Shareholders in respect of any Company Common Stock or other securities of the Company; (xvxiii) purchased, redeemed, called for purchase or redemption or otherwise acquired any shares of Company Common Stock or any other securities of the Company; (xvixiv) made any write-down of the value of any inventory or write-offs as uncollectible of any notes or accounts receivable except for write-downs and write-offs in the ordinary course of business and consistent with past practice, none of which would reasonably be expected to have a Material Adverse Effect on the Business or the results of operations, properties or condition (financial or otherwise) of the Company; (xviixv) except as otherwise contemplated herein, entered into any transaction other than in the ordinary course of business or any transaction (not involving purchases and sales of inventory) including commitments for expenditures in excess of $10,000; (xviiixvi) made any changes in the accounting methods or practices followed by the Company; (xixxvii) entered into or performed any transactions with any of its Affiliates except for transactions in the ordinary course of business and on terms no less favorable than those customarily enjoyed by the Company; (xxxviii) agreed or committed to do or authorized any of the foregoing; or (xxixix) prepared or filed any Tax Return inconsistent with past practice or, on any such Tax Return taken any position, made any election, or adopted any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including, without limitation, positions, elections or methods which would have the effect of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or prior to the Closing Date).

Appears in 1 contract

Sources: Supplemental Agreement (Patron Systems Inc)