09Absence of Certain Changes Clause Samples

09Absence of Certain Changes. Except as set forth in Section 3.09 of the Disclosure Letter, since December 31, 2024, (a) the Business has been conducted in the Ordinary Course of Business, (b) there has not been a Material Adverse Effect, and (c) none of the Transferred Entities or Transferor (with respect to the Business) have taken, or failed to take, any action that if taken, or failed to be taken, after the date hereof would have been required to be disclosed pursuant to Section 5.01 (other than Section 5.01(e), Section 5.01(f) and Section 5.01(g)).