Absence of Certain Changes; Undisclosed Liabilities Sample Clauses

Absence of Certain Changes; Undisclosed Liabilities. (a) Since March 31, 2016, (i) no fact, change, event, development or circumstance exists or has occurred, which has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (ii) the Company and its Subsidiaries have conducted their respective businesses in the ordinary course of business in all material respects and in a manner consistent with past practice in all material respects, except for the negotiation, execution, delivery and performance of this Agreement, and (iii) neither the Company nor any of its Subsidiaries has taken any action that, if taken during the period from the date of this Agreement through the Effective Time without Parent’s consent, would constitute a breach of any of Section 6.1(c), Section 6.1(d), Section 6.1(h), Section 6.1(j), or Section 6.1(o) (exclusively with respect to such actions listed in Section 6.1(c), Section 6.1(d), Section 6.1(h) or Section 6.1(j)).
AutoNDA by SimpleDocs
Absence of Certain Changes; Undisclosed Liabilities. (a) Since the Interim Balance Sheet Date, except for this Agreement and the Transactions, the Company and its Subsidiaries have conducted their business only in the ordinary course of business in all material respects, and there has not occurred any change, event or occurrence that has resulted in, or would reasonably be expected to result in, a Material Adverse Effect on the Company.
Absence of Certain Changes; Undisclosed Liabilities. (a) Except as expressly required by this Agreement or as set forth in Section 4.6(a) of the Disclosure Schedule, since December 31, 2009, the Sellers have, including through the Purchased Entities, operated the Business in the ordinary course of business consistent with past practice in all material respects, and the Purchased Entities have not, and none of the Sellers in connection with the Business have, taken any of the following actions:
Absence of Certain Changes; Undisclosed Liabilities. (a) Except as expressly required by this Agreement, since the Reference Date and through the date of this Agreement, the Company and its Subsidiaries have operated in the ordinary course of business consistent with past practice, and there has not been any:
Absence of Certain Changes; Undisclosed Liabilities. (a) Except as set forth on Section 3.5(a) of the Company Disclosure Schedule, since December 31, 2007 through the date of this Agreement (i) the Company has conducted its business only in the ordinary course, in substantially the same manner in which it has previously been conducted and has not taken any action which, if it had been taken after the date hereof, would have required the prior written consent of Parent pursuant to clauses (i), (ii), (iv), (v), (vi), (vii), (ix), (xi), (xii), (xiv), (xv), (xvi), (xix), (xx) and (xxii) of Section 9.1(b) and (ii) there has not been any change, state of facts, circumstance, event, development or effect that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.
Absence of Certain Changes; Undisclosed Liabilities. (a) Except as required by this Agreement and the other Transaction Documents, since December 31, 2007 to the date hereof, Honeywell has operated the Business in the ordinary course of business consistent with past practice in all material respects, and no Seller (but only as it relates to the Business) or any Transferred Entity has:
Absence of Certain Changes; Undisclosed Liabilities. (a) Since September 30, 2006 and until the date of this Agreement, the Company and each of its Subsidiaries has conducted its business only in the ordinary course of business, and there has not occurred: (i) any change, event or condition (whether or not covered by insurance) that, individually or in the aggregate with any other changes, events and conditions, has resulted in, or could reasonably be expected to result in, a Material Adverse Effect on the Company, or (ii) any action that, if taken after the date of this Agreement, would constitute a breach of the covenants set forth in Section 4.2.
AutoNDA by SimpleDocs
Absence of Certain Changes; Undisclosed Liabilities. (a) Since January 1, 2019, (i) no fact, change, event, development or circumstance exists or has occurred, which has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and (ii) the Company and its Subsidiaries have conducted their respective businesses in the ordinary course of business in all material respects and in a manner consistent with past practice in all material respects, except for the negotiation, execution, delivery and performance of this Agreement.
Absence of Certain Changes; Undisclosed Liabilities. (a) Since January 1, 2019, (i) no fact, change, event, development or circumstance exists or has occurred, which has had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets or financial condition of Parent and its Subsidiaries, taken as a whole, and (ii) Parent and its Subsidiaries have conducted their respective businesses in the ordinary course of business in all material respects and in a manner consistent with past practice in all material respects, except for the Parent Split-Off and the negotiation, execution, delivery and performance of this Agreement.
Absence of Certain Changes; Undisclosed Liabilities. (a) Except as set forth on Section 3.6 of the Disclosure Schedule, since the Reference Date and through the date of this Agreement, the Company has operated in the ordinary course of business consistent with past practice, and there has not been any:
Time is Money Join Law Insider Premium to draft better contracts faster.