Absence of Certain Changes; No Undisclosed Liabilities. (a) Except as set forth on Section 5.11(a) of the Parent Disclosure Letter, since the Parent Balance Sheet Date through the date of this Agreement, (i) Parent and its Subsidiaries have conducted their respective businesses only in the ordinary course of business, and (ii) there has not been any Parent Material Adverse Effect.
(b) Other than as expressly required by this Agreement or set forth on Section 5.11(b) of the Parent Disclosure Letter, from the Parent Balance Sheet Date until the date hereof, there has not been any action taken by Parent or any of its Subsidiaries or event that had such action occurred after the date of this Agreement without the Company's consent, would constitute a breach of Section 6.2(b).
(c) Except as set forth on Section 5.11(c) of the Parent Disclosure Letter, there are no liabilities of Parent or any of its Subsidiaries of any kind whatsoever (including in connection with any pool in which a Parent Vessel is entered), whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (i) liabilities disclosed and provided for in the Parent Balance Sheet or in the notes thereto, (ii) liabilities and obligations arising out of this Agreement or the Transactions, (iii) liabilities incurred in the ordinary course of business since the Parent Balance Sheet Date, and (iv) liabilities which are not, individually or in the aggregate, material to Parent and its Subsidiaries, taken as a whole. Neither Parent nor its Subsidiaries is a party to, nor does Parent or its Subsidiaries have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between Parent on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person on the other hand, or any"off-balance sheet arrangements" (as defined in Item 303(a) of Regulation S-K of the SEC)), where the results, purpose or effect of such Contract is to avoid disclosure of any transaction involving, or liabilities of, Parent.
Absence of Certain Changes; No Undisclosed Liabilities. (a) Since December 31, 2014, through the date of this Agreement, except as otherwise contemplated by this Agreement, (i) there has been no change, event or development that, individually or in the aggregate, has had a Material Adverse Effect, and (ii) the Business and the Subject Companies have operated in the ordinary course of business consistent with past practice in all material respects.
(b) Except as contemplated by this Agreement, except as set forth in Section 2.9(b) of the Seller Disclosure Letter, and except for (i) liabilities disclosed, reserved for or otherwise reflected in the Financial Statements, (ii) liabilities that, individually and in the aggregate, would not be Material to a Reasonable Investor, (iii) liabilities incurred by the Subject Companies after December 31, 2014 in the ordinary course of business consistent with past practice, or (iv) liabilities under contracts, agreements or other understandings to which any Subject Company is a party or by which it is bound relating to the extent relating to performance after the date of this Agreement, the Subject Companies do not have any liabilities (accrued, absolute, contingent or otherwise) whether or not such liabilities would be required to be disclosed on a consolidated balance sheet in accordance with GAAP.
Absence of Certain Changes; No Undisclosed Liabilities. (a) Since December 31, 2014, through the date of this Agreement, except as set forth in the Company SEC filings and the draft 10-Q or otherwise contemplated by this Agreement, (i) there has been no change, event or development that, individually or in the aggregate, is or would be Material to a Reasonable Investor, and (ii) the Company and its Subsidiaries have operated in the ordinary course of business consistent with past practice in all material respects.
(b) Except as contemplated by this Agreement and except as (i) specifically reserved for or otherwise reflected in the consolidated financial statements of the Company included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2014, (ii) incurred after December 31, 2014 in the ordinary course of business consistent with past practice liabilities, and (iii) individually or in the aggregate, is not and would not reasonably be Material to a Reasonable Investor, the Company and its Subsidiaries do not have any liabilities or obligations, whether accrued, absolute, contingent or otherwise, and whether or not such liabilities or obligations would be required by GAAP to be reflected or reserved on a consolidated balance sheet of the Company and its Subsidiaries prepared in accordance with GAAP.
Absence of Certain Changes; No Undisclosed Liabilities. (a) Except as disclosed or reflected in the SEC Documents or disclosed in the Disclosure Letter, since December 31, 1995, the Company has not (i) incurred any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, or suffered any event or occurrence which, individually or in the aggregate, would have a Company Material Adverse Effect or (ii) made any changes in accounting methods, principles or practices or (iii) declared, set aside or paid any dividend or other distribution with respect to its capital stock, other than regular quarterly cash dividends at a rate not exceeding $0.09 per Share per quarter, payable on the Company's customary dividend payment dates. Since December 31, 1995, each of the Company and its subsidiaries has conducted its operations according to its ordinary course of business consistent with past practice.
(b) Except as and to the extent disclosed by the Company in the SEC Documents or disclosed in the Disclosure Letter, as of December 31, 1995, neither the Company nor any of its subsidiaries had any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that was required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its subsidiaries (including the notes thereto) or which would have, individually or in the aggregate, a Company Material Adverse Effect.
Absence of Certain Changes; No Undisclosed Liabilities. (a) Since their respective dates of incorporation the Companies have conducted their respective businesses only in the ordinary course of business and since December 31, 2014, except as set forth in Section 5.7(a) of the Seller Disclosure Schedule, there has not been a Company Material Adverse Effect.
(b) There are no liabilities of any Company of any kind whatsoever, whether accrued, contingent, known or unknown, absolute, determined, determinable or otherwise, other than: (i) liabilities disclosed on Section 5.7(b) of the Seller Disclosure Letter, (ii) liabilities incurred in the ordinary course of business since the date of each Company’s incorporation, (iii) liabilities incurred in connection with the Transactions, (iv) liabilities incurred under the $44 Million Facility, and (iv) liabilities that would not have a Company Material Adverse Effect.
Absence of Certain Changes; No Undisclosed Liabilities. (a) Since the Oceanbulk Balance Sheet Date, (i) the Oceanbulk Companies have conducted their respective businesses only in the ordinary course of business and (ii) there has not been an Oceanbulk Material Adverse Effect.
(b) Other than as expressly required by this Agreement, from the Oceanbulk Balance Sheet Date until the date hereof, there has not been any action taken by any Oceanbulk Company that, had such action occurred after the date of this Agreement without Parent’s consent, would constitute a breach of Section 7.1.
(c) There are no liabilities of any Oceanbulk Company of any kind whatsoever, whether accrued, contingent, known or unknown, absolute, determined, determinable or otherwise, other than: (i) liabilities disclosed and provided for in the Oceanbulk Balance Sheet or in the notes thereto, (ii) liabilities incurred in the ordinary course of business since the Oceanbulk Balance Sheet Date and which are not, individually or in the aggregate, material to the Oceanbulk Companies, taken as a whole, (iii) liabilities incurred in connection with the Transactions, and (iv) liabilities that would not have an Oceanbulk Material Adverse Effect. None of the Oceanbulk Companies is a party to, nor do the Oceanbulk Companies have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between any Oceanbulk Company, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any
Absence of Certain Changes; No Undisclosed Liabilities. Except as set forth in Schedule 2.6 or as contemplated by this Agreement, since December 31, 1998, the Company and the Subsidiary have conducted their businesses in the ordinary course consistent with past practices and have not (a) suffered any change, condition, event or occurrence which, individually or in the aggregate, is reasonably likely to constitute a Material Adverse Effect, (b) entered into or modified any material transaction, other than according to the ordinary and usual course of such businesses or (c) made any material change in the Company's accounting principles. Except (x) for liabilities or obligations incurred in the ordinary course of business, (y) for liabilities or obligations incurred in connection with the transactions contemplated by this Agreement and (z) as set forth on Schedule 2.6, since December 31, 1998, the Company and the Subsidiary have not incurred any liabilities or obligations (whether absolute, accrued, contingent or otherwise) and, to the knowledge of Seller, there is no basis for any such liability or obligation, that would be required to be reflected or reserved against in a consolidated balance sheet of the Company prepared in accordance with generally accepted accounting principles. None of the liabilities described in clauses (x), (y) or (z) of the preceding sentence has or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Absence of Certain Changes; No Undisclosed Liabilities. (a) Except as set forth on Schedule 3.6, since December 31, 2004 through the date of this agreement, the Company has not (i) incurred any Liability or suffered any event or occurrence which, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect, (ii) made any changes in accounting methods, principles or practices (iii) declared, set aside or paid any dividend or other distribution with respect to its capital stock, or (iv) taken any action that if, taken after the execution of this Agreement, would violate Section 5.
Absence of Certain Changes; No Undisclosed Liabilities. (a) Since December 31, 2002, except as contemplated by this Agreement or as set forth in Section 4.10(a) of the Seller Disclosure Schedule or disclosed in the Company Reports filed prior to the date of this Agreement, (i) the business of the Subject Companies and FG (with respect to the FG Transferred Business only) has been conducted only in the ordinary course of business consistent with past practice, (ii) there has been no change, event or development affecting the Subject Companies or FG (with respect to the FG Transferred Business only) which, individually or in the aggregate, has resulted in or would reasonably be expected to result in a Material Adverse Effect and (iii) none of the Subject Companies or FG (with respect to the FG Transferred Business only) has taken any action that, if taken during the period from the date of this Agreement to the Closing Date, would constitute a breach of Section 6.1 hereof.
(b) Section 4.10(b) of the Seller Disclosure Schedule sets forth all Company Specified Debt and all other outstanding long-term debt for borrowed money of the Company outstanding as of September 30, 2003. Except for liabilities incurred in connection with this Agreement and the transactions contemplated hereby, and except for (i) liabilities disclosed, reserved for or otherwise reflected in the unaudited consolidated statement of financial condition of the Company as of September 30, 2003 (including the notes thereto) contained in the Company Reports and (ii) liabilities incurred by the Subject Companies after September 30, 2003 in the ordinary course of business or as otherwise disclosed in the Company Reports filed prior to the date of this Agreement, the Subject Companies and FG (with respect to the FG Transferred Business only) do not have any material liabilities (accrued, absolute, contingent or otherwise) that are required to be disclosed on a consolidated balance sheet in accordance with GAAP. Reserves are reflected on the most recent balance sheet contained in the Company Reports against all liabilities of the Subject Companies and the FG Transferred Business in amounts that have been established on a basis consistent in all material respects with the past practices of the Subject Companies and FG (with respect to the FG Transferred Business only).
(c) Except as set forth in Section 4.10(c) of the Seller Disclosure Schedule or as contemplated by the Reorganization, since December 31, 2002 no Subject Company has declared, set aside, mad...
Absence of Certain Changes; No Undisclosed Liabilities. Since December 31, 1997, there has not been a Company Material Adverse Effect. Since December 31, 1997, AP has not (i) except in the ordinary course of business, incurred any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, or suffered any event or occurrence which, individually or in the aggregate, would have a Company Material Adverse Effect or (ii) made any material changes in accounting methods, principles or practices or (iii) declared, set aside or paid any dividend or other the distribution with respect to its shares other than the distribution to Distribution, as of January 31, 1998, of all assets and liabilities of AP other than (x) the business of LDI AutoPaints - Florida Division and (y) the Four Million Forty Five Thousand One Hundred (4,045,100) shares of FMST owned by AP. Since December 31, 1997, AP has conducted its operations in the ordinary course of business consistent with past practice in all material respects.
