Operations Since the Balance Sheet Date Sample Clauses

Operations Since the Balance Sheet Date. Except as otherwise contemplated in this Agreement, since the Balance Sheet Date, the Company has conducted its business in the ordinary course consistent with past practice and, since the Balance Sheet Date, to the Knowledge of Sellers, there has not been any event, nor has any circumstance arisen, that has, individually or aggregated with other events or circumstances, had a Material Adverse Effect or could reasonably be expected to result in a Material Adverse Effect, or that would materially impair or delay the ability of Sellers or the Company to consummate the transactions contemplated by, or to perform their respective obligations under, this Agreement or the Ancillary Agreements.
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Operations Since the Balance Sheet Date. (a) Since the Balance Sheet Date there has been (i) no material adverse change in the Assets (individually or in the aggregate), and (ii) no damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking in excess of $20,000, individually or $75,000 in the aggregate, adversely affecting in any material respect the Assets or the System. (b) Since the Balance Sheet Date, CWC has conducted the System in the ordinary course of business consistent with existing operating procedures and practices. Without limiting the generality of the foregoing, since the Balance Sheet Date, except as set forth on Schedule 2.4(b), CWC has not: (i) sold, leased, transferred or otherwise disposed of, or mortgaged or pledged, or imposed or suffered to be imposed any lien, charge or encumbrance on, any of the Assets except in the ordinary course of business consistent with past practice; (ii) canceled any debts owed to, or claims held by, Selling Group in connection with the System (including the settlement of any claims or litigation) except in the ordinary course of business consistent with past practice; (iii) without the prior written approval of Buyer, canceled or terminated any material contract, relationship, lease or agreement in connection with the System or entered into and become bound by any material contract, relationship, lease or agreement in connection with the System except in the ordinary course of business consistent with past practice; (iv) delayed payment of any account payable or other liability of the System beyond its due date or the date when such liability would have been paid in the ordinary course of business consistent with the past practice; (v) entered into, amended, waived or declared (or received a declaration of) default under any Contract; and (vi) made any agreements, written or oral, to perform any of the above, other than this Agreement.
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Operations Since the Balance Sheet Date. Except as set forth in Schedule 5.5, since the Balance Sheet Date, there has been no Material Adverse Effect with respect to the Business. Except as set forth in Schedule 5.5, since the Interim Financial Statements Date through the date hereof, Parent and its Subsidiaries (including the Group Companies) have conducted the Business in all material respects in the ordinary course of business consistent with past practice and have not engaged in any activities prohibited by any of the covenants set forth in Section 7.4 (as if Section 7.4 had applied at all times since the Interim Financial Statements Date).
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Operations Since the Balance Sheet Date. (a) Except as set forth in Schedule 5.5(a), since the Balance Sheet Date, there has been: (i) No material adverse change in the Purchased Assets or, to the knowledge of Seller, the Business or the operations, liabilities, profits or condition (financial or otherwise) of the Seller, and to the knowledge of Seller, no fact or condition exists or 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, whether or not covered by insurance, or condemnation or other taking adversely affecting in any material respect any of the Purchased Assets or the Business. (b) Except as set forth in Schedule 5.5(b), since the Balance Sheet Date, Seller 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 as set forth in such Schedule, Seller has not, in respect of the Business: (i) 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 Balance Sheet or any assets acquired by the 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) Canceled any debts owed to or claims (including the settlement of any claims or litigation) other than in the ordinary course of the Business consistent with past practice; (iii) 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); (iv) 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) Allowed the levels of raw materials, supplies, work-in- process or other materials included in the inventory to vary in any material respect from the levels customarily maintained in the Business; and (vi) Instituted any material increase in any compensation payable to any employee of Seller or in any profit-sharing, bonus, incentive, deferred compensa...
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Operations Since the Balance Sheet Date. (a) Since December 31, 2004, there has been no material adverse change in the assets, business, operations, liabilities, profits, Prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, and since the Balance Sheet Date, there has been no damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking materially and adversely affecting any of the assets, business, operations, condition or Prospects of the Company or the Subsidiaries, taken as a whole. (b) Except as set forth on Schedule 5.6 of the Disclosure Schedule, since the Balance Sheet Date, each of the Company and the Subsidiaries has conducted its 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 as set forth on Schedule 5.6 of the Disclosure Schedule, each of the Company and the Subsidiaries has not taken any action that, if taken after the date of this Agreement, would constitute a breach of any of the covenants set forth in Section 7.6.
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Operations Since the Balance Sheet Date. Since the Balance Sheet Date, there has been no material adverse change or casualty loss affecting the Company or the business, assets or financial condition of the Company; and there has been no material adverse change in the financial performance of the Company; and there has been no loss, damage or destruction to, or any interruption in the use of the assets (whether or not covered by insurance) of the Company.
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Operations Since the Balance Sheet Date. Except as otherwise contemplated in this Agreement (including Section 5.4) and the Ancillary Agreements, since the Balance Sheet Date, Seller has conducted its business only in the ordinary course consistent with past practice and, since the Balance Sheet Date, there has not been any event, nor has any circumstance arisen, that has, individually or aggregated with other events or circumstances, had a Material Adverse Effect.
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Related to Operations Since the Balance Sheet Date

  • Off-Balance Sheet Transactions There is no transaction, arrangement or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off-balance sheet entity which is required to be disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus (other than as disclosed therein).

  • SEC Documents; Financial Statements; Undisclosed Liabilities (a) The Company has filed all reports, schedules, forms and registration statements with the SEC required to be filed by it pursuant to the Securities Act and the Securities Act Rules, or the Exchange Act and the Exchange Act Rules, in each such case since January 1, 2005 (collectively, and in each case including all annexes and schedules thereto and documents incorporated by reference therein, the “Company SEC Documents”). As of their respective dates (or if subsequently amended or superseded by a filing prior to the date of this Agreement, on the date of such filing), the Company SEC Documents complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To the Company’s Knowledge, as of the date hereof, none of the Company SEC Documents is the subject of ongoing SEC review. (b) The Company is in compliance with, and has complied, in all material respects with (i) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related rules and regulations promulgated thereunder, and (ii) the applicable listing and corporate governance rules and regulations of NASDAQ. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the management of the Company as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The management of the Company has completed its assessment of the effectiveness of the Company’s internal control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2006, and such assessment concluded that such controls were effective to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP. The Company has disclosed, based on its assessment of the effectiveness of the Company’s internal control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2006, to the Company’s independent registered accounting firm and the audit committee of the Board of Directors of the Company (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, of which there is Company’s Knowledge that involves management or other employees who have a significant role in the Company’s internal control over financial reporting for the year ended December 31, 2006. The Company has made available to Parent a summary of any such disclosures made by management to such accounting firm or audit committee for the year ended December 31, 2006. (c) The consolidated financial statements of the Company included in the Company SEC Documents (the “Company SEC Financial Statements”) (i) have been prepared in accordance with GAAP (except as may be otherwise indicated therein or in the notes thereto and except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the Exchange Act), applied on a consistent basis during the periods involved, (ii) complied in all material respects with published rules and regulations of the SEC with respect thereto, and (iii) fairly present in all material respects the consolidated financial position of the Company and its consolidated Company Subsidiaries as of the respective dates thereof and the consolidated statements of income, cash flows and (in the case of audited annual statements) shareholders’ equity for the respective periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments and the absence of footnotes). (d) As of March 31, 2007, neither the Company nor any of the Company Subsidiaries had any liabilities or obligations that would have been required by GAAP to be reflected in the consolidated balance sheet of the Company and the Company Subsidiaries as of such date, except (i) for such liabilities and obligations reflected, reserved against or otherwise disclosed in the consolidated balance sheet of the Company and the Company Subsidiaries as of such date (including the notes thereto) that is included in the Company SEC Financial Statements and (ii) for such liabilities and obligations as would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect (it is understood and agreed that the representations and warranties contained in this Section 4.5(d): (x) do not apply to matters described in any of Section 4.4, the other portions of this Section 4.5, and Sections 4.7, 4.9, 4.10, 4.11, 4.12, 4.14, 4.15 and 4.16 (which are addressed exclusively in those Sections) and (y) shall not be deemed breached if such breach relates to a matter which is covered by a representation or warranty of the Company contained in this Article IV (other than this Section 4.5(d)) that contains a “Company’s Knowledge” qualification). (e) Since December 31, 2006 to the date of this Agreement, (i) neither the Company nor any Company Subsidiary nor, to the Company’s Knowledge, any director, officer, auditor, accountant or representative of the Company or any of the Company Subsidiaries has received any written complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries has engaged in improper or illegal accounting or auditing practices or maintains improper or inadequate internal accounting controls relating to the Company and the Company Subsidiaries, taken as a whole, (ii) no attorney representing the Company or any Company Subsidiary has made a report to the Company’s chief legal officer, chief executive officer or Board of Directors (or any committee thereof) pursuant to the SEC’s Standards of Professional Conduct for Attorneys (17 CFR Part 205), and (iii) the Company has disclosed to its outside auditors any fraud, whether or not material, of which there is Company’s Knowledge that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

  • Pro Forma Balance Sheet; Financial Statements The Lenders shall have received (i) the Pro Forma Balance Sheet, (ii) audited consolidated financial statements of the Borrower and its Subsidiaries for the most recently ended fiscal year and (iii) unaudited interim consolidated financial statements of the Borrower and its Subsidiaries for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available.

  • Off-Balance Sheet Arrangements There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.

  • Financial Statements; Undisclosed Liabilities The Columbia House Entities Disclosure Letter sets forth the combined balance sheets, statements of operations, statements of cash flows and statements of venturers' deficit as of and for the years ended December 19, 1997 and December 18, 1998 for ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ and the Columbia House Subsidiaries (the "Columbia House and Columbia House Canada Financial Statements"). The combined balance sheet for ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ and the Columbia House Subsidiaries dated December 18, 1998 is referred to in this Agreement as the "Columbia House and Columbia House Canada Balance Sheet". The ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Financial Statements were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented the financial position of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ and the Columbia House Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. The Columbia House Entities Disclosure Letter sets forth the balance sheets, statements of changes in stockholders' equity and statements of changes in financial position as of and for the years ended December 31, 1997 and December 31, 1998 for Columbia House Mexico (the "Columbia House Mexico Financial Statements", and together with the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Financial Statements, the "Columbia House Entities Financial Statements"). The balance sheet for Columbia House Mexico dated December 31, 1998 is referred to in this Agreement as the "Columbia House Mexico Balance Sheet". Except as set forth in the Columbia House Entities Disclosure Letter, the Columbia House Mexico Financial Statements were prepared in accordance with accounting principles generally accepted in Mexico and fairly presented the financial position of Columbia House Mexico as of the dates thereof and the results of operations and changes in stockholders' equity for the periods then ended. Except as disclosed in the Columbia House Entities Financial Statements and except for liabilities and obligations incurred since December 18, 1998 (with respect to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ and the Columbia House Subsidiaries) or December 31, 1998 (with respect to Columbia House Mexico) in the ordinary course of business consistent with past practice or as set forth in the Columbia House Entities Disclosure Letter, none of the Columbia House Entities or the Columbia House Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet or in the notes thereto (with respect to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ and the Columbia House Subsidiaries) or required by accounting principles generally accepted in Mexico to be set forth on a balance sheet or in the notes thereto (with respect to Columbia House Mexico), except those liabilities or obligations that, individually and in the aggregate, have not had and could not reasonably be expected to have a Columbia House Entities Material Adverse Effect. None of the Columbia House Entities or the Columbia House Subsidiaries is, or has at any time been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act. The Columbia House Entities Financial Statements have not been restated for adjustments which may be required in connection with the filing of the Form S-4 with the SEC.