Absence of Certain Conditions. Except as specifically disclosed on Schedule 5.17 hereto, (a) no Plan has engaged in any transaction in connection with which the Borrower, its Subsidiaries or any ERISA Affiliate could be subject to any material fine or penalty (imposed by Section 4975 of the Code or Section 502(i) of ERISA or otherwise); (b) no Employee Pension Plan is in at-risk status as defined in Section 430(i) of the Code, there is no failure to meet the Minimum Funding Standard for any Employee Pension Plan, or an unfulfilled obligation to contribute to any Multiemployer Plan; (c) no Plan has been terminated under conditions which resulted or could result in any liability to the PBGC; (d) no liability to the PBGC has been or is expected by the Borrower to be incurred with respect to any Plan, except for required premium payments to the PBGC; (e) there has been (i) no Reportable Event with respect to any Employee Pension Plan (other than those events as to which the 30-day notice period referred to in Section 4043(c) of ERISA has been waived) and (ii) no event or condition which presents a material risk of termination of any Plan by the PBGC, in either case involving conditions which could result in any liability to the PBGC; (f) none of the Borrower, its Subsidiaries or any ERISA Affiliate has incurred or anticipates incurring Withdrawal Liability with respect to any Multiemployer Plan (other than any Withdrawal Liability that has been fully satisfied); (g) no Multiemployer Plan is in Reorganization; (h) the Borrower, its Subsidiaries and all ERISA Affiliates have complied in all material respects with the health continuation coverage requirements of COBRA and the requirements of the Health Insurance Portability and Accountability Act of 1996; (i) there is no unfunded benefit liability in respect of any Plan which exceeds $1,000,000; (j) there is no Plan providing for retiree health benefits (other than as required under applicable Law); (k) neither the Borrower, any of its Subsidiaries nor any ERISA Affiliate is subject to the Early Warning Program of the PBGC (as described in PBGC Technical Update 00-3); (l) neither the Borrower, any of its Subsidiaries nor any ERISA Affiliate has been contacted by the PBGC in connection with the PBGC’s Early Warning Program; (m) none of Borrower, its Subsidiaries or any ERISA Affiliates are subject to a tax under section 4971 of the Code.
Absence of Certain Conditions. Except as expressly contemplated under this Agreement, no Requisite Regulatory Approval shall have been granted subject to any condition or conditions that, and there shall not have been any action taken, or any statute, rule, regulation, order or decree enacted, entered, enforced or deemed applicable to the Merger by any Governmental Authority of competent jurisdiction that, in connection with the grant of a Requisite Regulatory Approval, requires any of the Parties, including the Continuing Bank, to agree to any condition, requirement or restriction upon the Continuing Bank that would constitute a material impairment of the benefits reasonably expected to be realized from the consummation of the Merger and the other transactions contemplated by this Agreement. Notwithstanding anything in Section 1.1 or this Section 6.1 to the contrary, following the initial dissemination of the Disclosure Statement by the Parties in accordance with Section 5.1, except with respect to any new conditions required, or actions taken, by the FHFA or any other Governmental Authority subsequent to such date, the condition set forth in this Section 6.1(e) shall have been deemed satisfied (or waived, as applicable).
Absence of Certain Conditions. Since the date of the Financial Statement in Schedule 3.7, (other than as disclosed in the Adjusted Balance Sheet set forth on Schedule 3.7) the Corporation did not:
(a) Mortgage, pledge, or subject to lien, lease, security interest or other charge or encumbrance any of the properties or assets of the Corporation.
(b) Transfer, sell or dispose of any of the assets or properties of the Corporation, except in the ordinary and usual course of business.
(c) Incur, create, assume and guarantee any indebtedness, liabilities, or obligations other than (1) in the usual and ordinary course of business and with a maturity date of less than one year or (2) that are incurred pursuant to contracts disclosed in the Schedule delivered pursuant hereto.
(d) Enter into any contract or commitment or engage in any transaction which is not in the usual and ordinary course of business or which is inconsistent with past practices.
(e) Make any material capital expenditure or enter into any lease of capital equipment or real estate.
(f) Enter into any contract, other than in the ordinary course of business, which is to be performed in more than thirty (30) days, other than those described in writing to the Buyer.
(g) Forgive or cancel any debts or claims or waive any rights except in the ordinary course of business.
(h) Increase the rate of compensation to the officers, agents, or salaried employees of the Corporation.
(i) Increase the rate of compensation to non-salaried employees of the Corporation, provided, however, that ordinary merit increases not unusual in character or amount may be made in the ordinary course of business.
(j) Make any payments of severance of termination pay.
(k) Enter into or amend any stock option, deferred compensation, bonus, profit-sharing, incentive, compensation payment, pension, retirement, medical, hospitalization, life insurance, other insurance, or other plan.
(l) Enter into any employment contracts or collective bargaining agreement.
(m) Issue any additional shares of stock or other securities.
(n) Make any distribution to the Shareholders by way of dividends, purchase of shares, or otherwise.
(o) Make any amendments to or changes in its articles of incorporation or by-laws.
(p) Perform any act, or attempt to do any act, or permit any act or omission to act, which will cause a breach of any material contract, commitment or obligation to which the Corporation is a party.
Absence of Certain Conditions. Except as specifically disclosed on Schedule 5.19: (a) there has been no transaction in connection with which any Loan Party or an ERISA Affiliate could be subject to either a material civil penalty assessed pursuant to Section 502(i) of ERISA or a material tax penalty imposed pursuant to Section 4975 of the Code; (b) no U.S. Pension Plan is, or is reasonably expected to be, in at-risk status as defined in Section 430(i) of the Code or Section 303 of ERISA, there is no failure to meet the Minimum Funding Standard with respect to any U.S. Pension Plan or to make any required installment under Section 430(j) of the Code by its due date, and there has been no waived funding deficiency within the meaning of Section 302 of ERISA or Section 412 of the Code with respect to any U.S. Pension Plan, and the funding target attainment percentage (FTAP), as applicable, of each U.S. Pension Plan as determined under section 430(i)(4) of the Code (without regard to the assumptions required under Section 430(i)(1)(B) of the Code) is not less than seventy percent (70%); (c) there has been (i) no Reportable Event with respect to any U.S. Pension Plan, and (ii) no event or condition which presents a material risk of termination of any U.S. Pension Plan in a distress termination as described in Section 4041(c) of ERISA or by the PBGC; and no other condition exists or is reasonably expected to exist which could result in any liability to the PBGC; (d) no Loan Party nor any ERISA Affiliate (i) has any unfulfilled obligation to contribute to any Multiemployer Plan, (ii) has incurred or reasonably expects to incur Withdrawal Liability with respect to any Multiemployer Plan, (iii) has received any notification or knows of or reasonably expects that a Multiemployer Plan intends to terminate, is or is expected to be insolvent within the meaning of Section 4245 of ERISA, in Reorganization or in endangered or critical status within the meaning of Section 304 of ERISA or Section 432 of the Code; (e) there is no material liability, and no circumstances exist pursuant to which any such material liability could reasonably be imposed on any Loan Party or any ERISA Affiliate under Chapter 43 of the Code or Sections 409, 502(c), 502(l) and 4071 of ERISA; (f) there is no Plan (that is an “employee welfare benefit plan,” as defined in Section 3(1) of ERISA) (i) providing material retiree health and/or life insurance or death benefits other than coverage mandated by applicable Law or (ii) having ...
Absence of Certain Conditions. Since the date of the financial statements referred to in Section 9.5, Seller did not:
(a) Mortgage, pledge, or subject to lien, lease, security interest or other charge or encumbrance any of the properties or assets of Seller;
(b) Transfer, sell, or dispose of any of the assets or properties of Seller, except in the ordinary and usual course of business;
(c) Incur, create, assume, or guarantee any indebtedness, liabilities, or obligations other than (a) in the usual and ordinary course of business and with a maturity date of less than one year or (b) that are incurred pursuant to contracts disclosed in the Schedule delivered pursuant hereto;
Absence of Certain Conditions. Since the date of the Financial Statements in Schedule 3.7 (other than as disclosed in the Adjusted Balance Sheet set forth on Schedule 3.10.1), CORPORATION did not:
3.37.1 Mortgage, pledge, or subject to lien, lease, security interest or other charge or encumbrance any of the properties or assets of CORPORATION.
3.37.2 Transfer, sell or dispose of any of the assets or properties of CORPORATION, except in the ordinary and usual course of business.
3.37.3 Incur, create, assume and guarantee any indebtedness, liabilities, or obligations other than (a) in the usual and ordinary course of business and with a maturity date of less than one year or (b) that are incurred pursuant to contracts disclosed in the Schedule delivered pursuant hereto.
3.37.4 Enter into any contract or commitment or engage in any transaction which is not in the usual and ordinary course of business or which is inconsistent with past practices.
3.37.5 Make any material capital expenditure or enter into any lease of capital equipment or real estate, other than a lease for _____ .
3.37.6 Enter into any contract, other than in the ordinary course of business, which is to be performed in more than thirty (30) days, other than those described in writing to BUYER.
3.37.7 Forgive or cancel any debts or claims or waive any rights except in the ordinary course of business.
3.37.8 Increase the rate of compensation to any officers, agents, or employees of CORPORATION.
3.37.9 Make any payments of severance of termination pay.
3.37.10 Enter into or amend any stock option, deferred compensation, bonus, profit-sharing, incentive compensation payment, pension, retirement, medical, hospitalization, life insurance, other insurance, or other plan.
3.37.11 Enter into any employment contracts or collective bargaining agreement.
3.37.12 Issue any additional shares of stock or other securities.
3.37.13 Make any distribution to the SHAREHOLDER by way of dividends, purchase of shares, or otherwise.
3.37.14 Make any amendments to or changes in its articles of incorporation or bylaws.
3.37.15 Perform any act, or attempt to do any act, or permit any act or omission to act, which will cause a breach of any material contract, commitment or obligation to which CORPORATION is a party.
Absence of Certain Conditions. There exists no event, occurrence, condition or act which, with the giving of notice, the lapse of time or the occurrence of any further event or condition (including without limitation consummation of the transactions contemplated by this Agreement and the other Transaction Documents) would constitute a breach of or cause any of the representations and warranties in this Article III to become untrue.
Absence of Certain Conditions. There shall not have been any material adverse developments from the date hereof to the date of Closing with respect to the business of Tanners, as determined by RTI, in its discretion, including without limitation, any notice of violation from any governmental authority.
Absence of Certain Conditions. There shall be no circumstances, acts or omissions that have resulted in, or could reasonably be expected to result in, the cancellation, forfeiture or suspension of the Existing Exploration Contract or any of the Company’s Production Contracts.
Absence of Certain Conditions. (a) The Managing Agent shall be satisfied that Holdings and each of its Subsidiaries (x) has complied in all material respects with each of the Shareholders' Agreements and all agreements (the "Existing Debt Agreements") governing Indebtedness permitted to remain outstanding on and after the Second Restatement Effective Date pursuant to Section 9.04 (the "Existing Debt") and (y) shall be able to perform all of their respective obligations under this Agreement and the Bridge Financing Documents.
(b) Neither any Existing Debt nor, except as specifically permitted herein, the Bridge Financing, shall be subject to, or as a result of the consummation of the Transaction become subject to, any mandatory repayment obligation of Holdings or any of its Subsidiaries prior to the stated maturity thereof.
