Absence of Certain Changes or Events; Absence of Undisclosed Liabilities. (a) Except as set forth in the Company SEC Reports or Section 4.6 of the Company Disclosure Schedule, from January 1, 1999 through the date hereof each of the Company and its Subsidiaries has conducted its business in all material respects only in the ordinary course of such businesses consistent with past practice and there has not been any (i) declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to the capital stock of the Company; (ii) repurchase, redemption or other acquisition by the Company or any of its Subsidiaries of any outstanding shares of capital stock or other equity securities of or other ownership interests in, the Company or any of its Subsidiaries, except in accordance with the Stock Plans; (iii) material change in any method of accounting or accounting practices by the Company or any of its Subsidiaries other than as required by GAAP or applicable law; or (iv) material change in the Company's business operations, condition (financial or otherwise), results of operations, assets or liabilities.
(b) Except as set forth in the Company SEC Reports filed as of the date hereof, neither the Company nor any of its Subsidiaries has any liabilities or obligations (whether absolute, accrued, contingent or otherwise) except (i) liabilities, obligations or contingencies that are accrued or reserved against in the consolidated financial statements of the Company or reflected in the notes thereto for the 3-month period ended March 31, 1999; (ii) normal and recurring liabilities which were incurred after March 31, 1999 in the ordinary course of business consistent with past practice; or (iii) liabilities, obligations or contingencies that would not, in the aggregate, have a Company Material Adverse Effect.
Absence of Certain Changes or Events; Absence of Undisclosed Liabilities. (a) Except as disclosed on Schedule 3.11, since September 30, 2012, the Company has conducted its business in all material respects only in the ordinary course of business consistent with past practice and there has not been, and no fact or condition exists which would have, a Material Adverse Effect.
(b) Other than as disclosed in the Financial Statements, the Company has no Liabilities or obligations (whether absolute, accrued, contingent or otherwise), other than (i) Liabilities or obligations related to the transactions contemplated by this Agreement, (ii) Liabilities, obligations or contingencies that are accrued or reserved against in the Financial Statements or disclosed in the notes thereto, (iii) Liabilities which were incurred after September 30, 2012 in the ordinary course of business and would not be reasonably expected to have a Material Adverse Effect or (iv) Liabilities that would not be required by GAAP to be reflected in a consolidated corporate balance sheet.
Absence of Certain Changes or Events; Absence of Undisclosed Liabilities. (a) Except as set forth in the Parent SEC Reports or Section 3.6 of the Parent Disclosure Schedule, from January 1, 1999 through the date hereof each of Parent and its Subsidiaries has conducted its business in all material respects only in the ordinary course of such businesses consistent with past practice and there has not been any (i) declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to the capital stock of Parent other than (x) quarterly cash dividends of $1.25 per share in respect of the outstanding shares of the Parent Class A $5 Cumulative Preferred Stock, (y) quarterly cash dividends of $.20 per share (after giving effect to the 3-for-2 stock dividend effected by Parent as of December 31, 1998) in respect of the outstanding shares of the Parent Common Stock and (z) as of and after May 31, 1999 semi-annual distributions of up to $1.82221 per outstanding PEPS Unit payable in accordance with the terms
Absence of Certain Changes or Events; Absence of Undisclosed Liabilities. (a) Since September 30, 2008 through the date hereof, except as disclosed in the Seller SEC Reports (to the extent a matter is disclosed in such Seller SEC Reports in a way as to make its relevance reasonably ascertainable), there has not been any development or combination of developments affecting the Subject Companies that would have, individually or in the aggregate, a Retail Material Adverse Effect.
(b) Except as disclosed in the Seller SEC Reports (to the extent a matter is disclosed in such Seller SEC Reports in a way as to make its relevance reasonably ascertainable), none of the Subject Companies had, at September 30, 2008, any liabilities or obligations (whether absolute, accrued, contingent or otherwise) of any nature, except those which (i) are accrued or reserved against in the financial statements or reflected in the notes thereto, (ii) were incurred in the ordinary course of business, (iii) have been discharged or paid in full prior to the date hereof, or (iv) are of a nature not required to be reflected in the consolidated financial statements of the Subject Companies prepared in accordance with GAAP consistently applied.
Absence of Certain Changes or Events; Absence of Undisclosed Liabilities. (i) Since December 31, 1999, Parent and its Subsidiaries have conducted their business in the ordinary course of business and no event has occurred which has had, and no fact or circumstance exists that would reasonably be expected to result in, a Material Adverse Effect on Parent.
(ii) Neither Parent nor any of its Subsidiaries has any liabilities or obligations (whether absolute, contingent, accrued or otherwise) of a nature required by GAAP to be reflected in a consolidated corporate balance sheet, except liabilities, obligations or contingencies that are accrued or reserved against in the consolidated financial statements of Parent or are reflected in the notes thereto for the year ended December 31, 1999, that were incurred in the ordinary course of business since December 31, 1999 or that would not reasonably be expected to result in a Material Adverse Effect on Parent.
Absence of Certain Changes or Events; Absence of Undisclosed Liabilities. (a) Since September 30, 2006, there has not been any change, event or development of which Sellers have knowledge that, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect. Buyer agrees that (i) the matters set forth in Section 2.6(a)(i) of the Seller Disclosure Letter do not constitute a Company Material Adverse Effect, and (ii) absent any material and adverse change, event or development in respect of the matters referenced in Section 2.6(a)(ii) of the Seller Disclosure Letter occurring after the date hereof, the matters set forth in Section 2.6(a)(ii) of the Seller Disclosure Letter do not constitute a Company Material Adverse Effect.
(b) Since September 30, 2006, neither the Company nor its Subsidiaries has incurred any liabilities or obligations (whether absolute, accrued, contingent or otherwise) of any nature, except those which (i) are accrued or reserved against in the Financial Statements or reflected in the notes thereto, (ii) would not reasonably be expected to have a Company Material Adverse Effect, (iii) were non-current liabilities categorized as “Deferred Revenue” or “Deferred Tax Liabilities” in accordance with IFRS, (iv) have been or will be discharged or paid in full on or prior to the Closing Date or included in the Working Capital, (v) are of a nature not required to be reflected in the financial statements of the Company prepared in accordance with IFRS or (vi) are set forth in Section 2.6 of the Seller Disclosure Letter.
Absence of Certain Changes or Events; Absence of Undisclosed Liabilities. (a) Except as set forth in the Acquiror SEC Documents or Section 4.11 of the Acquiror Disclosure Schedule, no fact or condition exists that would reasonably likely have, an Acquiror Material Adverse Effect.
(b) Except as set forth in the Acquiror SEC Documents, neither Acquiror nor any of its Subsidiaries has any liabilities or obligations (whether absolute, accrued, contingent or otherwise) of a nature required by GAAP to be reflected in a consolidated corporate balance sheet, except liabilities, obligations or contingencies that are accrued or reserved against in the consolidated financial statements of Acquiror or reflected in the notes thereto for the year ended December 31, 1996, or that were incurred after December 31, 1996 and would not reasonably likely have an Acquiror Material Adverse Effect.
Absence of Certain Changes or Events; Absence of Undisclosed Liabilities. (a) Since December 31, 2005, except as set forth in Section 3.4(a) of the Sellers Disclosure Schedule, other than in connection with the transactions contemplated by this Agreement, none of the Transelec Entities has taken any of the actions set forth in Section 5.1, that, if taken after the execution and delivery of this Agreement, would require the consent of Purchaser pursuant to Section 5.1.
(b) Except as set forth on Section 3.4(b) of the Sellers Disclosure Schedule, since December 31, 2005, there has not been any change, event, condition, circumstance, occurrence or development, and no event, condition or circumstance exists, which has had, or would reasonably be expected to have, individually or in the aggregate, a Transelec Material Adverse Effect.
(c) Since December 31, 2005, none of the Transelec Entities has incurred any Liability that has had, or would reasonably be expected to have, individually or in the aggregate, a Transelec Material Adverse Effect.
Absence of Certain Changes or Events; Absence of Undisclosed Liabilities. (a) Except as a consequence of, or as contemplated by this Agreement, since September 30, 2012, the business of the Company has been conducted in the ordinary course, and there has not occurred any change of which the Seller has Knowledge which would reasonably be expected to have a Company Material Adverse Effect.
(b) Since September 30, 2012, the Company has not incurred any liabilities or obligations (whether absolute, accrued, contingent or otherwise) of any nature, except those which (i) are accrued or reserved against in the Company Financial Statements, (ii) were incurred in the ordinary course of business, (iii) would not reasonably be expected to have a Company Material Adverse Effect, (iv) have been discharged or paid in full on or prior to the date hereof, or (v) are of a nature not required to be reflected or reserved against in the financial statements of the Company prepared in accordance with GAAP consistently applied.
Absence of Certain Changes or Events; Absence of Undisclosed Liabilities. (a) Except as set forth in the Pacific SEC Reports or Section 3.06 of the Pacific Disclosure Schedule, from January 1, 1996 through the date hereof each of Pacific and its subsidiaries and joint ventures has conducted its business only in the ordinary course of business consistent with past practice and there has not been, and no fact or condition exists which could reasonably be expected to have, a Pacific Material Adverse Effect or a Joint Venture Material Adverse Effect.
(b) Neither Pacific nor any of its subsidiaries has any liabilities or obligations (whether absolute, accrued, contingent or otherwise) of a nature required by GAAP to be reflected in a consolidated corporate balance sheet, except liabilities, obligations or contingencies that are accrued or reserved against in the consolidated financial statements of Pacific or reflected in the notes thereto for the year ended December 31, 1995, or which were incurred after December 31, 1995 in the ordinary course of business and would not, in the aggregate, have a Pacific Material Adverse Effect or a Joint Venture Material Adverse Effect.
