Common use of Absence of Certain Changes, Events and Conditions Clause in Contracts

Absence of Certain Changes, Events and Conditions. Except as expressly contemplated by this Agreement or as set forth on Section 4.05 of the Disclosure Schedules, from the date of the Interim Balance Sheet Date through the date of this Agreement, Seller has operated the Business in the ordinary course of business in all material respects and there has not been, with respect to the Business, any:

Appears in 2 contracts

Samples: Asset Purchase Agreement (ARC Group Worldwide, Inc.), Asset Purchase Agreement

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Absence of Certain Changes, Events and Conditions. Except as expressly contemplated by this Agreement Agreement, or as set forth on Section 4.05 4.07 of the Disclosure Schedules, from the date of the Interim Balance Sheet Date since January 1, 2016, through the date of this AgreementEffective Date, Seller has operated the Company and transacted Business in the ordinary course Ordinary Course of business Business in all material respects and there has not been, with respect to the Business, any:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Concierge Technologies Inc), Asset Purchase Agreement (Concierge Technologies Inc)

Absence of Certain Changes, Events and Conditions. Except as expressly contemplated by this Agreement or as set forth on Section 4.05 of the Disclosure Schedules, from the date of the Interim Balance Sheet Statement Date through until the date of this Agreement, Seller has operated the Business in the ordinary course of business consistent with past practice in all material respects and there has not been, with respect to the Business, any:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Higher One Holdings, Inc.), Asset Purchase Agreement (Customers Bancorp, Inc.)

Absence of Certain Changes, Events and Conditions. Except as expressly contemplated by this Agreement or as set forth on Section 4.05 4.04 of the Disclosure Schedules, from the date of the Interim Balance Sheet Date through until the date of this Agreement, Seller has operated the Business in the ordinary course of business consistent with past practice in all material respects and there has not been: (a) change, with respect event, condition or development that has had or would reasonably be expected to the Business, any:have a Material Adverse Effect;

Appears in 1 contract

Samples: Asset Purchase Agreement (Recruiter.com Group, Inc.)

Absence of Certain Changes, Events and Conditions. Except as expressly contemplated by this Agreement or as set forth on Section 4.05 of the Disclosure Schedules, from the date of the Interim Balance Sheet Date through December 30, 2012 until the date of this Agreement, Seller has operated the Business in the ordinary course of business in all material respects and there business. Without limiting the foregoing sentence, except as expressly contemplated by this Agreement or as set forth on Section 4.05 of the Disclosure Schedules, since December 30, 2012, Seller has not beennot, with respect to the Business, any:

Appears in 1 contract

Samples: Asset Purchase Agreement (Checkpoint Systems Inc)

Absence of Certain Changes, Events and Conditions. Except as expressly contemplated by this Agreement Agreement, or as set forth on Section 4.05 4.06 of the Disclosure Schedules, from the date of the Interim Balance Sheet Date since January 1, 2018, through the date of this AgreementClosing Date, Seller has operated the transacted Business in the ordinary course Ordinary Course of business Business in all material respects and there has not been, with respect to the Business, any:

Appears in 1 contract

Samples: Asset Purchase Agreement (Item 9 Labs Corp.)

Absence of Certain Changes, Events and Conditions. Except as expressly contemplated by this Agreement or and as set forth on in Section 4.05 5.8 of the Disclosure Schedules, from the date of the Interim Current Balance Sheet Date through until the date of this Agreement, Seller has Sellers have operated the Business in the ordinary course of business in all material respects and there has not been, with respect to any Seller or with respect to the Business, any:

Appears in 1 contract

Samples: Asset Purchase Agreement (Cardo Medical, Inc.)

Absence of Certain Changes, Events and Conditions. Except as expressly contemplated by this Agreement or as set forth on Section 4.05 of the Disclosure Schedules, from the date of the Interim Balance Sheet Date through December 31, 2016 until the date of this Agreement, Seller has operated the Business in the ordinary course of business consistent with past practice in all material respects and there has not not, to Seller's Knowledge, been, with respect to the Business, any:

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Customers Bancorp, Inc.)

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Absence of Certain Changes, Events and Conditions. Except as expressly contemplated by this Agreement or as set forth on Section 4.05 4.06 of the Disclosure Schedules, from the date of the Interim Balance Sheet Date through to the date of this Agreement, Seller has operated the Business in the ordinary course of business in all material respects and there has not been, with respect to the Business, any:

Appears in 1 contract

Samples: Asset Purchase Agreement (SMTP, Inc.)

Absence of Certain Changes, Events and Conditions. Except (i) as expressly contemplated by this Agreement Agreement, (ii) for any action taken at the direction of Buyer, or (iii) as set forth on Section 4.05 of the Disclosure Schedules, from the date of the Interim Balance Sheet Date through until the date of this Agreement, Seller has operated the Business in the ordinary course of business in all material respects consistent with past practice and there has not been, with respect to the Business, any:

Appears in 1 contract

Samples: Asset Purchase Agreement (Lancaster Colony Corp)

Absence of Certain Changes, Events and Conditions. Except as expressly contemplated by this Agreement or as set forth on in Section 4.05 4.06 of the Disclosure SchedulesDisclosures Schedule, from the date of since the Interim Balance Sheet Date through Date, the date of this Agreement, Seller has operated the Business in the ordinary course of business in all material respects and other than in the ordinary course of business consistent with past practice and there has not been, with respect to the Business, any:

Appears in 1 contract

Samples: Asset Purchase Agreement (Pressure Biosciences Inc)

Absence of Certain Changes, Events and Conditions. Except as expressly contemplated by this Agreement or the Financial Model or as set forth on Section 4.05 of the Disclosure Schedules, from since the date of the Interim Most Recent Balance Sheet Date through the date of this AgreementDate, Seller has operated the Business in the ordinary course Ordinary Course of business Business in all material respects and there has not been, with respect to the Business, any:

Appears in 1 contract

Samples: Asset Purchase Agreement (Astronics Corp)

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