ABSENCE OF CERTAIN CHANGES OR EVENTS definition

ABSENCE OF CERTAIN CHANGES OR EVENTS. Except as set forth in Schedule 8.12 and as permitted under Section 7.3, since December 31, 2001, the Business has been conducted only in the ordinary course and consistent with past practice, and since such date neither Seller, with respect to the Business, nor any Purchased Subsidiary has: (i) except as otherwise provided in Section 8.12(xi), taken any action that would not be permitted by Section 7.3(c) had such action been taken during the period from the date hereof to the Closing Date; (ii) suffered any Material Adverse Effect; (iii) suffered any material damage, destruction or casualty loss (whether or not covered by insurance); (iv) made any change in its accounting methods, principles or practices except as required by applicable law or U.S. GAAP or U.K. GAAP; (v) written down the value of any inventory other than in the ordinary course of business consistent with past practices; (vi) written off as uncollectable any notes or accounts receivable in excess of $1,000,000; (vii) disposed of, abandoned or permitted to lapse any rights to the use of any intellectual property which is or was used in the conduct of the Business, except where Seller, in its reasonable business judgment, has determined that such intellectual property is no longer necessary to the conduct of the Business; (viii) paid, discharged or satisfied any liabilities or obligations (whether accrued, absolute, contingent or otherwise) in excess of $1,000,000, other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities or obligations incurred in the ordinary course of business; (ix) except in the ordinary course of business, subjected any material assets (whether real, personal or mixed, tangible or intangible) to any Encumbrance, except for Permitted Liens; (x) cancelled or waived any claims or rights of value, or sold, transferred, distributed or otherwise disposed of any material assets, except for sales of finished goods inventory or other assets in the ordinary course of business, or disposed of any assets for any amount to Affiliates of Seller; (xi) incurred any capital expenditure or commitment for additions to property, plant or equipment which exceeds $3,000,000 in the aggregate and which, if purchased, would be reflected in the property, plant or equipment accounts; or (xii) other than in the ordinary course of business, increased the base compensation of or made any other payment to, any director, officer or employee of the Business ...
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Examples of ABSENCE OF CERTAIN CHANGES OR EVENTS in a sentence

  • ABSENCE OF CERTAIN CHANGES OR EVENTS.....................................

  • ABSENCE OF CERTAIN CHANGES OR EVENTS...........................................

  • ABSENCE OF CERTAIN CHANGES OR EVENTS................................................

  • Section 5.6 ABSENCE OF CERTAIN CHANGES OR EVENTS; ABSENCE OF UNDISCLOSED LIABILITIES .

  • B-15 3.9 ABSENCE OF CERTAIN CHANGES OR EVENTS........................

  • C-15 3.9 ABSENCE OF CERTAIN CHANGES OR EVENTS........................

  • The proceeds will be disbursed to the following Persons in the amounts set forth opposite their respective names: Disbursement List ----------------- [Name of Person] $_____________ SCHEDULE 5(x) EMPLOYEE BENEFIT PLANS SCHEDULE 5(y) INTELLECTUAL PROPERTY [to be completed by Company counsel] SCHEDULE 5(z) ABSENCE OF CERTAIN CHANGES OR EVENTS [to be completed by Company counsel] SCHEDULE 8(i) ADDRESSES FOR NOTICES If to the Company, to: Kend▇▇ ▇▇▇ernational Inc.

  • ABSENCE OF CERTAIN CHANGES OR EVENTS..............................

  • ABSENCE OF CERTAIN CHANGES OR EVENTS....................................................................

  • SCHEDULE 3.6 ABSENCE OF CERTAIN CHANGES OR EVENTS If not offered employment by Hearst-Argyle Stations, Inc.

Related to ABSENCE OF CERTAIN CHANGES OR EVENTS

  • Certain Defined Terms As used in this Agreement, the term "Prospectus" means the applicable Portfolio's prospectus and related statement of additional information, whether in paper format or electronic format, included in the Portfolio's then currently effective registration statement (or post-effective amendment thereto), and any information that we or the Portfolio may issue to you as a supplement to such prospectus or statement of additional information (a "sticker"), all as filed with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933.

  • Schedule of compliance means a schedule of remedial measures included in a state permit, including an enforceable sequence of interim requirements (for example, actions, operations, or milestone events) leading to compliance with the Act, the CWA and regulations.

  • Schedule of Representations means the Schedule of Representations and Warranties attached hereto as Schedule B.

  • Form of Note means the “Form of Note” attached hereto as Exhibit A.

  • Monitoring Requirements Schedule means the Schedule containing details of the monitoring arrangements.