Absence of Certain Change Sample Clauses
Absence of Certain Change. Except as disclosed in the SEC Documents or otherwise publicly disclosed by the Company, since January 1, 2014, there has been no adverse change or adverse development in the business, properties, assets, operations, financial condition, prospects, liabilities or results of operations of the Company or its Subsidiaries which to the knowledge of the Company would reasonably be expected to have a Material Adverse Effect.
Absence of Certain Change. Except as disclosed in the SEC Documents filed at least thirty (30) days prior to the date hereof, since September 30, 2004 there has been no adverse change or adverse development in the business, properties, assets, operations, financial condition, prospects, liabilities or results of operations of the Company or its Subsidiaries which to the knowledge of the Company would reasonably be expected to have a Material Adverse Effect.
Absence of Certain Change. Between the Balance Sheet Date and the date of this Agreement, the business of the Acquired Companies has been conducted in the ordinary course consistent with past practices and there has not been:
(a) other than as listed in 3.07(a) of the Disclosure Schedule, any event, occurrence, development or state of circumstances or facts that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(b) any material damage, destruction, abandonment, or other casualty loss (whether or not covered by insurance) affecting the business or assets of any Acquired Company;
(c) any amendment of the Organizational Documents (whether by merger, consolidation or otherwise) of any Acquired Company;
(d) other than as listed in 3.07(d) of the Disclosure Schedule, any splitting, combination or reclassification of any shares of capital stock of any Acquired Company or declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any securities of any Acquired Company, or redemption, repurchase or other acquisition or offer to redeem, repurchase, or otherwise acquire any securities of any Acquired Company;
(e) other than as listed in 3.07(e) of the Disclosure Schedule, any issuance, delivery or sale, or authorization of the issuance, delivery or sale of, any shares of any capital stock of any Acquired Company;
(f) any incurrence of any capital expenditures or any obligations or liabilities in respect thereof by any Acquired Company other than incurred in the ordinary course of business consistent with past practice;
(g) any acquisition (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, by any Acquired Company of any material assets, securities, properties, interests or businesses;
(h) any sale, lease, license, or other transfer, or creation or incurrence of any Lien on, any assets, securities, properties, interests or businesses of any Acquired Company, other than sales or licenses of Company Products in the ordinary course of business consistent with past practice;
(i) the making by any Acquired Company of any loans, advances or capital contributions to, or investments in, any other Person;
(j) other than as listed in 3.07(j) of the Disclosure Schedule, the creation, incurrence or assumption by any Acquired Company of any Indebtedness, other than Intercompany Indebtedness and Indebtedness tha...
Absence of Certain Change. Except as described in Schedule 3.5, since the Interim Balance Sheet Date and through the date hereof, (a) the Target Companies have conducted the Company Business in the Ordinary Course of Business, (b) there has not been any event or circumstance in respect of the Company Business or its financial condition, operations, or assets that, individually or in the aggregate with other known events or circumstances, has resulted or would reasonably be expected to result in a Material Adverse Effect, and (c) the Target Companies have not taken any action or failed to take any action that would have resulted in a breach of Section 8.1 or would have required consent of the Buyer Parties pursuant to Section 8.1 had such action or omission occurred after the date of this Agreement.
Absence of Certain Change. Except as disclosed in Section 3.6 of the Company Disclosure Schedule or in the Company SEC Documents filed prior to the date hereof, (A) since September 30, 1999, (i) to the knowledge of the Company, the Company and its Subsidiaries have conducted their respective businesses only in the ordinary and usual course, (ii) there have not occurred prior to the date hereof any events or changes (including the incurrence of any liabilities of any nature, whether or not accrued, contingent or otherwise) having or reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (iii) there has not been the destruction of any material property, (iv) the Company has not taken any action which would have been prohibited under Section 5.1 had it taken place after the date hereof, and (B) since December 31, 1998 and prior to the date hereof there has been no material adverse change in the business relationship of the Company and any of the top five customers of the Company by revenue.
Absence of Certain Change. (a) From September 30, 2016, through the date of this Agreement, the business of Investments and its Subsidiaries has been conducted in the ordinary course of business consistent with past practice in all material respects (except for actions related to this Agreement).
(b) Since January 31, 2016, there has not been an Investments Material Adverse Effect.
Absence of Certain Change. From the Most Recent Balance Sheet Date through the date hereof, (a) there has not been any Material Adverse Effect and (b) Seller Parent has not, and has not permitted any of its Subsidiaries to, in relation to the conduct of the Business, take any action set forth in clauses (i), (iii)-(iv), (viii)-(ix) and (xi) of Section 5.2(a) which, if taken during the Pre-Closing Period, would require consent of Purchaser.
Absence of Certain Change. The Corporation has not since the balance sheet as of November 31, 2001:
(i) Suffered any material adverse change in financial condition, assets, liabilities, business, or prospects;
(ii) Paid any claim or discharged or satisfied any lien or encumbrance or paid or satisfied any liability (whether absolute, accrued, contingent, or otherwise) other than liabilities shown or reflected in the Corporation's November 31,2001, balance sheet or liabilities incurred since November 31, 2001, in the ordinary course of business and consistent with past practice;
(iii) Permitted or allowed any of its assets, tangible or intangible, to be mortgaged, pledged, or subjected to any liens or encumbrances.
Absence of Certain Change. Except as set forth in Schedule 2.9, since September 30, 2001, there has not been:
(a) Any Material Adverse Effect;
(b) Any indebtedness incurred by the Company, except such as may have been incurred or entered into in the ordinary course of business;
(c) Any loan made or agreed to be made by the Company, nor has the Company become liable or agreed to become liable as a guarantor with respect to any loan;
(d) Any waiver or compromise by the Company of any right or rights in the License Agreement;
(e) Any sale, assignment, or transfer of any intangible assets of material value, including the License Agreement, other than licenses granted in the ordinary course of business;
(f) Any purchase or other acquisition of, or any sale, lease, disposition of, mortgage, pledge or subjection to any lien or encumbrance on, any material property or asset, tangible or intangible, of the Company or any agreement to do any of the foregoing;
(g) Any actual or threatened amendment, termination, or loss of (i) any material contract, license or other agreement to which the Company is a party, including the License Agreement or (ii) any certificate or other authorization required for the continued operation by the Company of any material portion of any of its business;
Absence of Certain Change. Since April 30, 1999, there has not been any adverse change in the business, financial condition, operations, results of operations or future prospects