Absence of Certain Changes; Liabilities. Except as disclosed in the Aura SEC Reports, since February 28, 1998, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or other), results of operations or prospects of Aura. Except as and to the extent disclosed, reflected or reserved against in the financial statements of Aura and the notes thereto included in the Aura SEC Reports, Aura has no material (individually or in the aggregate) liabilities, debts or obligations (including guaranties) whether accrued, absolute, contingent or otherwise, and whether due or to become due, to any of its officers, directors, security holders, or lenders or any of their respective Affiliates. Subsequent to February 28, 1998, the Company has not incurred any liabilities, debts or obligations of any nature whatsoever which are individually or in the aggregate material to the Company other than those incurred in the ordinary course of its business or disclosed in the Aura SEC Reports.
Absence of Certain Changes; Liabilities. Except as disclosed in the SEC Reports, since February 28, 1998, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or other), results of operations or prospects of the Company. Except as and to the extent disclosed, reflected or reserved against in the financial statements of the Company and the notes thereto included in the SEC Reports, the Company has no material (individually or in the aggregate) liabilities, debts or obligations (including guaranties) whether accrued, absolute, contingent or otherwise, and whether due or to become due, including without limitation any such liabilities or obligations to Aura, any of its officers, directors, security holders, or lenders or any of their respective Affiliates. Subsequent to February 28, 1998, the Company has not incurred any liabilities, debts or obligations of any nature whatsoever which are individually or in the aggregate material to the Company other than those incurred in the ordinary course of its business or disclosed in the SEC Reports. As of November 30, 1998, the aggregate amount of outstanding Indebtedness of the Company owed to Aura and Aura Affiliates is $19,099,256.26.
Absence of Certain Changes; Liabilities. Since December 28, 1996, --------------------------------------- (i) the Company and its Subsidiaries have conducted their respective businesses and operations only in the ordinary and usual course, (ii) there has not been any change in the financial condition, properties, business or results of operations of the Company and its subsidiaries that has had a Material Adverse Effect, (iii) neither the Company nor any of its subsidiaries has incurred any liabilities or obligations (secured or unsecured and whether accrued, absolute, contingent, direct, indirect or otherwise) (the "Liabilities") except Liabilities that do not have a Material Adverse Effect, and (iv) neither the Company nor any of its subsidiaries has taken any of the actions contemplated by Section 5 hereof.
Absence of Certain Changes; Liabilities. (a) Since September 30, 2000 (the "TARGET BALANCE SHEET DATE"), Target has conducted its business in the ordinary course consistent with past practice and there has not occurred: (a) any change, event, condition or development of a state of circumstances or facts (whether or not covered by insurance) that has resulted in, or would result in, a Material Adverse Effect on Target; (b) any acquisition, sale or transfer of any material asset of Target other than in the ordinary course of business and consistent with past practice (including transfers of Target Intellectual Property (as defined in Section 2.11) on a non-exclusive basis to Target's customers, distributors or other licensees in the ordinary course of business and consistent with past practice); (c) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by Target or any revaluation by Target of any of its assets; (d) any declaration, setting aside, or payment of a dividend or other distribution with respect to the capital stock Target, or any direct or indirect redemption, purchase or other acquisition by Target of any of its capital stock; (e) any reduction in the amounts of coverage provided by existing casualty and liability insurance policies with respect to the business or properties of Target; (f) any repurchase, redemption or other acquisition by Target of any outstanding shares of capital stock or other securities of or other ownership interests in the
Absence of Certain Changes; Liabilities. (a) Except as set forth in Section 4.9 of the Disclosure Statement, since the date of the 1999 Balance Sheet, Seller in connection with its operation of the German Truck-Mounted Business has not suffered any material adverse change in its assets, results of operations or financial condition.
Absence of Certain Changes; Liabilities. (a) Except as set forth in Section 4.9 of the Disclosure Statement, since the date of the 1999 Balance Sheet, Seller in connection with its operation of the Princeton Business has not suffered any material adverse change in its assets, results of operations or financial condition.
Absence of Certain Changes; Liabilities. (a) Except as set forth in Section 4.9 of the Disclosure Statement, since the date of the 1999 Balance Sheet, Terex B.V. has not suffered any material adverse change in its assets, results of operations or financial condition.
Absence of Certain Changes; Liabilities. (a) Except as set forth in Section 4.9 of the Disclosure Statement, since the date of the 1999 Balance Sheet, Xxxxxxx has not suffered any material adverse change in its assets, results of operations or financial condition.
Absence of Certain Changes; Liabilities. (a) Since the Statement Date, each Group Company has (i) operated its principal business in the ordinary course consistent with its past practice, (ii) used its reasonable best efforts to preserve its business and (iii) collected receivables and paid payables and similar obligations in the ordinary course of business consistent with past practice, in all material respects. Since the Statement Date, there has not been a Material Adverse Effect.
Absence of Certain Changes; Liabilities. (a) Except as contemplated by this Agreement or as set forth in Section 3.7 of the Disclosure Schedule, the Acquired Companies, (i) since December 31, 2020 through the Closing Date, (A) have conducted the Business only in the ordinary course in all material respects and consistent with past practices, and (B) have not been subject to any event that has had, individually or in the aggregate, a Material Adverse Effect, and (ii) from the Balance Sheet Date through the Closing Date, has not taken any action or omitted to take any action that, had such action or omission occurred during the Interim Period, would have required the consent of Buyers pursuant to Section 5.1(a) (unless such consent was obtained).
