Common use of Absence of Certain Developments Clause in Contracts

Absence of Certain Developments. Except as contemplated by this Agreement, since the Balance Sheet Date (a) the Company and the Subsidiaries have conducted their respective businesses only in the Ordinary Course of Business and (b) there has not been any event, change, occurrence or circumstance that has had or reasonably would be expected to have a Material Adverse Effect.

Absence of Certain Developments. Except as expressly contemplated by this AgreementAgreement or as set forth on Schedule 5.10, since the Balance Sheet Date (ai) the Company and the its Subsidiaries have conducted their respective businesses only in the Ordinary Course of Business in all material respects and (bii) there has not been any event, change, occurrence or circumstance that has had or could reasonably would be expected to have a Material Adverse Effect.. Without limiting the generality of the foregoing, since the Balance Sheet Date:

Absence of Certain Developments. Except as expressly contemplated by this AgreementAgreement or set forth on Schedule 5.8, since the Balance Sheet Date (a) the Company and the Subsidiaries have conducted their respective businesses only in the Ordinary Course of Business and have used their respective commercially reasonable efforts to preserve the business intact and (b) there has not been any event, change, occurrence or circumstance that that, individually or in the aggregate, has had or would reasonably would be expected to have a Material Adverse Effect.. Without limiting the generality of the foregoing, since the Balance Sheet Date:

Absence of Certain Developments. (a) Except as contemplated by this Agreement, in connection with the Transactions or as set forth on Schedule 5.7(a), since the Balance Sheet Date (a) Date, the Company and the its Subsidiaries have conducted their respective businesses only in the Ordinary Course of Business and (b) Business. Since the Balance Sheet Date, there has not been any event, change, occurrence or circumstance that has had or reasonably would be expected to have a Material Adverse Effect.

Absence of Certain Developments. Except as contemplated by this AgreementAgreement or as set forth on Schedule 5.6 hereto, since the Balance Sheet Date (ai) the Company Sellers and the Subsidiaries have conducted their respective businesses the Business only in the Ordinary Course of Business and (bii) there has not been any event, change, occurrence occurrence, circumstance or circumstance development that has had or would reasonably would be expected to have a Material Adverse Effect.

Absence of Certain Developments. Except as expressly contemplated by this AgreementAgreement or as set forth on Schedule 6.1(i), since the Balance Sheet Date Date, (ai) the Company and the Subsidiaries have has conducted their respective businesses its business only in the Ordinary Course ordinary course of Business business and (bii) there has not been any event, change, occurrence or circumstance that that, individually or in the aggregate with any such events, changes, occurrences or circumstances, has had or could reasonably would be expected to have a Material Adverse Effect.

Absence of Certain Developments. Except as expressly contemplated by this AgreementAgreement or as set forth on Schedule 5.10, since the Balance Sheet Date (ai) the Company and the Subsidiaries have has conducted their respective businesses its business only in the Ordinary Course of Business and (bii) there has not been any event, change, occurrence or circumstance that has had or could reasonably would be expected to have a Material Adverse Effect.. Without limiting the generality of the foregoing, except as set forth on Schedule 5.10, since the Balance Sheet Date:

Absence of Certain Developments. Except as contemplated by or in connection with this AgreementAgreement or as set forth on Schedule 4.10 hereto, since the Latest Balance Sheet Date (a) the each Company and the Subsidiaries have has conducted their respective businesses only its business in the Ordinary Course ordinary course of Business and (b) there has not been any event, change, occurrence or circumstance that has had or reasonably would be expected to have a Material Adverse Effect.business and:

Absence of Certain Developments. Except as expressly contemplated by this AgreementAgreement or as set forth on Schedule 5.8, since the Balance Sheet Date (a) the Company and the Subsidiaries have conducted their respective businesses only in the Ordinary Course of Business and Business, (b) there has not been any event, change, occurrence or circumstance that has had or would reasonably would be expected to have a Material Adverse Effect.Effect and (c) there has not been any action taken (or omitted to be taken) by the Company and the Subsidiaries which, if such action

Absence of Certain Developments. Except as contemplated by this Agreementset forth on Schedule 5.7, since the Balance Sheet Date (a) the Company and the Subsidiaries have conducted their respective businesses only in the Ordinary Course of Business Business, except as contemplated by this Agreement (including the Reorganization), and (b) there has not been any event, change, occurrence or circumstance that has had had, or could reasonably would be expected to have result in, a Material Adverse Effect.

Absence of Certain Developments. Except as expressly contemplated by this AgreementAgreement or the other Transaction Documents, since the Balance Sheet Date (ai) the Company and has conducted the Subsidiaries have conducted their respective businesses business in all material respects only in the Ordinary Course of Business and in substantially the same manner as previously conducted and (bii) there has not been any event, change, occurrence or circumstance that has had or could reasonably would be expected to have a Material Adverse Effect.

Absence of Certain Developments. Except as contemplated by this AgreementAgreement or as set forth on Schedule 6.7, since the Balance Sheet Date (ai) the Company and the Subsidiaries have conducted their respective businesses only in the Ordinary Course of Business and (bii) there has not been any event, change, occurrence or circumstance that has had or would reasonably would be expected to have a Material Adverse Effect.. Without limiting the generality of the foregoing, except as set forth on Schedule 6.7, since the Balance Sheet Date:

Absence of Certain Developments. Except as expressly contemplated by this AgreementAgreement or as set forth on Schedule 4.12, since the date of the balance statement provided as of September 30, 2013 (the “Balance Sheet Date Statement Date”): (ai) the Company and the Subsidiaries have has conducted their respective businesses its business only in the Ordinary Course of Company’s Business and (bii) there has not been any event, change, occurrence or circumstance that has had or could reasonably would be expected to have a Material Adverse Effect.. Without limiting the generality of the foregoing, except as expressly contemplated by this Agreement, since the Balance Statement Date:

Absence of Certain Developments. Except as expressly contemplated by this AgreementAgreement or as set forth on Schedule 5.7, since the Balance Sheet Date Date, (a) the Company and the Subsidiaries have conducted their respective businesses the Business only in the Ordinary Course of Business and (b) there has not been any event, change, occurrence or circumstance that that, individually or in the aggregate with any such events, changes, occurrences or circumstances, has had or could reasonably would be expected to have a Material Adverse Effect.. Without limiting the generality of the foregoing, since the Balance Sheet Date:

Absence of Certain Developments. Except as contemplated by this AgreementAgreement and except as set forth in Schedule 6.8, since the Balance Sheet Date (ai) the Company and the its Subsidiaries have conducted their respective businesses only in the Ordinary Course of Business Business, and (bii) there has not been any event, change, occurrence or circumstance that has had or reasonably would be expected to have a Material Adverse Effect.been:

Absence of Certain Developments. (a) Except as contemplated by this AgreementAgreement or as set forth on Schedule 5.8(a), since the Balance Sheet Date (ai) the Company and the its Subsidiaries have conducted their respective businesses only in the Ordinary Course of Business and (bii) there has not been any event, change, occurrence or circumstance that that, individually or in the aggregate, has had or reasonably would be expected to have a Material Adverse Effect.

Absence of Certain Developments. Except as expressly contemplated by this AgreementAgreement or as set forth on Schedule 4.9, since the Balance Sheet Date (ai) the Company and the Subsidiaries have has conducted their respective its businesses only in the Ordinary Course of Business and (bii) there has not been any event, change, occurrence or circumstance that that, individually or in the aggregate with any such events, changes, occurrences or circumstances, has had or would reasonably would be expected to have a Material Adverse Effect.. Without limiting the generality of the foregoing, since the Balance Sheet Date:

Absence of Certain Developments. Except as expressly contemplated by this AgreementAgreement or as set forth on Schedule 3.10, since the Balance Sheet Date (ai) the Company and the Subsidiaries have has conducted their respective businesses its business only in the Ordinary Course of Business and (bii) there has not been any event, change, occurrence or circumstance that has had or reasonably would be expected to have a Company Material Adverse Effect.. Without limiting the generality of the foregoing, since the Balance Sheet Date, there has not been, occurred or arisen any:

Absence of Certain Developments. Except as expressly contemplated by this AgreementAgreement or as set forth on Schedule 4.9, since the Balance Sheet Date (ai) the Company and the Subsidiaries have has conducted their respective businesses only its business in the Ordinary Course of Business and (bii) there has not been any event, change, occurrence or circumstance that that, individually or in the aggregate with any such events, changes, occurrences or circumstances, has had or would reasonably would be expected to have a Material Adverse Effect.. Without limiting the generality of the foregoing, since the Balance Sheet Date, except as set forth on Schedule 4.9:

Absence of Certain Developments. Except as expressly contemplated by this Agreement, since the Balance Sheet Date (ai) the Company and the its Subsidiaries have conducted their respective businesses only in the Ordinary Course of Business and (bii) there has not been any event, change, occurrence or circumstance that that, individually or in the aggregate with any such events, changes, occurrences or circumstances, has had or could reasonably would be expected to have a Material Adverse Effect.

Absence of Certain Developments. Except as expressly contemplated by this AgreementAgreement or as set forth on Schedule 4.10, since the Balance Sheet Date (a) the Company and has conducted the Subsidiaries have conducted their respective businesses Business only in the Ordinary Course of Business and in substantially the same manner as previously conducted and (b) there has not been any event, change, occurrence or circumstance that has had or would reasonably would be expected to have a Material Adverse Effect.. Without limiting the generality of the foregoing, since the Balance Sheet Date:

Absence of Certain Developments. Except as expressly contemplated by this AgreementAgreement or as set forth on Schedule 5.8, since the Balance Sheet Date through the date hereof (ai) the Company and the Company Subsidiaries have conducted their respective businesses only in the Ordinary Course of Business and (bii) there has not been any event, change, occurrence or circumstance that has had or reasonably would be expected to have a Company Material Adverse Effect.. Without limiting the generality of the foregoing, since the Balance Sheet Date:

Absence of Certain Developments. Except as for the transactions contemplated by this AgreementAgreement or as otherwise set forth on Schedule 3.13 hereto, since the Balance Sheet Date Date, (ai) there has not been any development or combination of developments affecting the Company that has had, or is likely to have, a Material Adverse Effect, and (ii) the Company and has conducted the Subsidiaries have conducted their respective businesses only Business in the Ordinary Course of Business and (b) there has not been any event, change, occurrence or circumstance that has had or reasonably would be expected to have a Material Adverse Effect.not:

Absence of Certain Developments. Except as for the transactions contemplated by this AgreementAgreement or as otherwise set forth on Schedule 3.12 hereto, since the respective Balance Sheet Date Dates, (ai) there has not been any development or combination of developments affecting the Companies which, to Sellers’ Knowledge, has had, or is likely to have, a Material Adverse Effect, and (ii) the Company and the Subsidiaries Companies have conducted their respective businesses only the Business in the Ordinary Course of Business and (biii) since their respective Balance Sheet Dates there has not been any event, change, occurrence or circumstance that has had or reasonably would be expected to have a Material Adverse Effect.been:

Absence of Certain Developments. Except as expressly contemplated by this Agreement, Agreement since the Balance Sheet Date Date, (a) the Company and has conducted the Subsidiaries have conducted their respective businesses Business only in the Ordinary Course of Business and (b) there has not been any event, change, occurrence or circumstance that that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably would be expected to have a Material Adverse Effect.Effect with respect to the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date:

Absence of Certain Developments. Except as expressly contemplated by this AgreementAgreement or as set forth on Schedule 5.6, since the Balance Sheet Date (a) through the date hereof the Company and the Company Subsidiaries have conducted their respective businesses only in the Ordinary Course of Business Business, and (b) there has not been any event, change, occurrence or circumstance that has had or reasonably would be expected to have a Company Material Adverse Effect.. Without limiting the generality of the foregoing, since the Balance Sheet Date:

Absence of Certain Developments. Except as contemplated by this AgreementAgreement or as set forth on Schedule 5.8, since the Balance Sheet Date (ai) the Company and the its Subsidiaries have conducted their respective businesses only in the Ordinary Course of Business and (bii) there has not been any event, change, occurrence or circumstance that has had or reasonably would be expected to have a Material Adverse Effect.any:

Absence of Certain Developments. Except as contemplated by this Agreementset forth on Schedule 4.7, since the Balance Sheet Date (ai) the Company and the Subsidiaries have has conducted their respective businesses its business only in the Ordinary Course of Business and (bii) there has not been any event, change, occurrence or circumstance that has had or reasonably would be expected to have a Material Adverse Effect.. Without limiting the generality of the foregoing, since the Balance Sheet Date, there has not been with respect to the Company any:

Absence of Certain Developments. Except as expressly contemplated by this AgreementAgreement or as set forth on Schedule 5.9, since the Balance Sheet Date through the date hereof (ai) the Company and the Company Subsidiaries have conducted their respective businesses only in the Ordinary Course of Business and (bii) there has not been any event, change, occurrence or circumstance that has had or reasonably would be expected to have a Company Material Adverse Effect.. Without limiting the generality of the foregoing, since the Balance Sheet Date:

Absence of Certain Developments. Except as expressly contemplated by this AgreementAgreement or as set forth on Schedule 5.9, since the Balance Sheet Date through the date hereof (ai) the Company and the its Subsidiaries have conducted their respective businesses only in the Ordinary Course of Business and (bii) there has not been any event, change, occurrence or circumstance that has had or reasonably would be expected to have a Material Adverse Effect.. Without limiting the generality of the foregoing, since the Balance Sheet Date:

Absence of Certain Developments. Except as contemplated by this AgreementAgreement or as set forth on Schedule 5.8, since from the Balance Sheet Date to the date of this Agreement (ai) the Company and the Subsidiaries have conducted their respective businesses only in the Ordinary Course of Business and (bii) there has not been any event, change, occurrence or circumstance that has had or reasonably would be expected to have a Material Adverse Effect.. Without limiting the generality of the foregoing, from the Balance Sheet Date to the date of this Agreement, except as set forth on Schedule 5.8, neither the Company nor any Subsidiary has:

Absence of Certain Developments. Except as contemplated by this AgreementAgreement or as set forth on Schedule 5.8, since the Company Reference Balance Sheet Date and through the date hereof: (ai) the Company and the Subsidiaries have has conducted their respective its businesses only in the Ordinary Course of Business and (bii) there no event has not been any event, change, occurrence occurred or fact or circumstance that has had arisen that, individually or taken together with all other events, facts, and circumstances has had, or is reasonably would be expected to have have, a Material Adverse Effect.

Absence of Certain Developments. Except as expressly contemplated by this AgreementAgreement or as set forth on SCHEDULE 4.9, since the Balance Sheet Date (ai) the Company and the Subsidiaries have has conducted their respective businesses its business only in the Ordinary Course of Business and (bii) there has not been any event, change, occurrence or circumstance that has had or could reasonably would be expected to have a Material Adverse Effect.. Without limiting the generality of the foregoing, since the Balance Sheet Date:

Absence of Certain Developments. Except as contemplated by this AgreementAgreement or as set forth on Schedule 5.8, since the Balance Sheet Date (ai) the Company and the Subsidiaries have has conducted their respective businesses its business only in the Ordinary Course of Business and (bii) there has not been any event, change, occurrence or circumstance that has had or reasonably would be expected to have a Material Adverse Effect.

Absence of Certain Developments. Except as expressly contemplated by this AgreementAgreement or as set forth on Schedule 4.9, since the Balance Sheet Date (ai) the Company and the Subsidiaries have has conducted their respective businesses its business only in the Ordinary Course of Business and (bii) there has not been any event, change, occurrence or circumstance that that, individually or in the aggregate with any such events, changes, occurrences or circumstances, has had or could reasonably would be expected to have a Material Adverse Effect.. Without limiting the generality of the foregoing, since the Balance Sheet Date:

Absence of Certain Developments. Except as expressly contemplated by this AgreementAgreement or as set forth on Schedule 5.9, since the Balance Sheet Date (ai) the Company and the its Subsidiaries have conducted their respective businesses only in the Ordinary Course of Business and (bii) there has not been any event, change, occurrence or circumstance that has had or reasonably would be expected to have a Material Adverse Effect.. Without limiting the generality of the foregoing, since the Balance Sheet Date:

Absence of Certain Developments. Except as contemplated by this AgreementAgreement or as set forth on Schedule 5.7, since the Balance Sheet Date (ai) the Company and the Subsidiaries have has conducted their respective businesses its business only in the Ordinary Course of Business and (bii) there has not been any event, change, occurrence or circumstance that has had or reasonably would be expected to have a Material Adverse Effect.

Absence of Certain Developments. Except as contemplated expressly required by this AgreementAgreement or as set forth on Schedule 4.9, since the Balance Sheet Date (a) the Company and the Subsidiaries have conducted their respective businesses only in the Ordinary Course of Business and Business, (b) there has not been any event, change, occurrence or circumstance that that, individually or in the aggregate with any such events, changes, occurrences or circumstances, has had or could reasonably would be expected to have a Material Adverse Effect.Effect and (c) neither the Company nor any Subsidiary has:

Absence of Certain Developments. Except as expressly contemplated by this AgreementAgreement or as set forth on Schedule 4.9, since the Balance Sheet Date (ai) the Company and the Subsidiaries have conducted their respective businesses only in the Ordinary Course of Business and (bii) there has not been any event, change, occurrence or circumstance that that, individually or in the aggregate with any such events, changes, occurrences or circumstances, has had or could reasonably would be expected to have a Material Adverse Effect.. Without limiting the generality of the foregoing, since the Balance Sheet Date:

Absence of Certain Developments. Except as related to the Transactions or as expressly contemplated by this AgreementAgreement or as set forth on Schedule 4.9, since the Balance Sheet Date (ai) the Company and has conducted the Subsidiaries have conducted their respective businesses Business in all material respects only in the Ordinary Course of Business and in substantially the same manner as previously conducted and (bii) there has not been any event, change, occurrence or circumstance that has had or could reasonably would be expected to have a Material Adverse Effect.. Without limiting the generality of the foregoing, since the Balance Sheet Date:

Absence of Certain Developments. Except as expressly contemplated by this AgreementAgreement or as set forth on Schedule 4.10, since the Balance Sheet Date (ai) each Group Company has conducted the Company and the Subsidiaries have conducted their respective businesses only Business in the Ordinary Course of Business in all material respects and (bii) there has not been any event, change, occurrence or circumstance that has had or could reasonably would be expected to have a Material Adverse Effect.

Absence of Certain Developments. Except as contemplated by this AgreementAgreement or as set forth on Schedule 4.10 or as otherwise permitted by Section 6.2, since the Balance Sheet Date (ai) the Company and the its Subsidiaries have conducted their respective businesses only in the Ordinary Course of Business and (bii) there has not been any event, change, occurrence or circumstance that has had or reasonably would be expected to have a Material Adverse Effect.. Without limiting the generality of the foregoing and except as set forth in Schedule 4.10 or as otherwise permitted by Section 6.2, since the Balance Sheet Date:

Absence of Certain Developments. Except as expressly contemplated by this Agreement, since the Balance Sheet Date through the date of this Agreement (ai) the Company and the Company Subsidiaries have conducted their respective businesses only in the Ordinary Course of Business and (bii) there has not been any event, change, occurrence or circumstance that has had or reasonably would be expected to have a Company Material Adverse Effect.. Without limiting the generality of the foregoing, since the Balance Sheet Date:

Absence of Certain Developments. (a) Except as contemplated by this AgreementAgreement and except as set forth in Schedule 4.8, since the Balance Sheet Date (ai) the Company and the Company Subsidiaries have conducted their respective businesses only the Business in the Ordinary Course of Business Business, and (bii) there has not been any event, change, occurrence or circumstance that has had or reasonably would be expected to have a Material Adverse Effect.

Absence of Certain Developments. Except as contemplated by this AgreementAgreement or as set forth on Schedule 5.8(a), since the applicable Balance Sheet Date (ai) the Company and the its Subsidiaries have conducted their respective businesses only in the Ordinary Course of Business and (bii) there has not been any event, change, occurrence or circumstance that has had or reasonably would be expected to have a Material Adverse Effect.any: