Absence of Certain Material Changes Sample Clauses

Absence of Certain Material Changes. Except as and to the extent set forth in Schedule 4.7, since the date of the Recent Balance Sheet there has not been:
AutoNDA by SimpleDocs
Absence of Certain Material Changes. As used in this Agreement, the term "
Absence of Certain Material Changes. Except as disclosed in Section 3.10 of the Company Disclosure Letter, since September 30, 1998, there has been no material adverse change in the business, properties, prospects, operations, financial condition or results of operations of Patriot, Wyndham and their respective subsidiaries, taken as a whole (a "Material Adverse Change"), whether or not arising from transactions in the ordinary course of business.
Absence of Certain Material Changes. Except as otherwise disclosed in SCHEDULE 4.07 attached hereto, and except for changes occurring in the ordinary course in the EXECUTION COPY securities business conducted by the Company or any of its Subsidiaries, since July 31, 1996, there has not been, or the Company or any Subsidiary has not entered into:
Absence of Certain Material Changes. Except as set forth in Section 3.16 of the Disclosure Letter, since December 31, 2011 and the date of this Agreement, the Business has been conducted in the ordinary course of business consistent with past practice and there has not been any event, occurrence, development or state of circumstances or facts that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Business or as explicitly set forth in the unaudited financial statements of Seller as of, and for the nine months ended, September 30, 2012.
Absence of Certain Material Changes. Since April 30, 2000, there ----------------------------------- has been no material adverse change in the business, properties, prospects, operations, financial condition or results of operations of the Company and its subsidiaries, taken as a whole (a "Material Adverse Change"), whether or not arising from transactions in the ordinary course of business.
Absence of Certain Material Changes. The Company has no material business operations and no assets or material liabilities other than past due legal expenses, franchise taxes and transfer agent fees.
AutoNDA by SimpleDocs
Absence of Certain Material Changes. Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the GameSquare Parties have not declared or paid any dividends, (iii) the GameSquare Parties have not sold any material assets, individually or in the aggregate, outside of the ordinary course of business, and (iv) the GameSquare Parties have not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of business. Neither the GameSquare Parties nor any of their respective Subsidiaries has taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor do the GameSquare Parties or any of their respective Subsidiaries have any knowledge or reason to believe that any of their respective creditors intend to initiate involuntary bankruptcy proceedings.

Related to Absence of Certain Material Changes

  • Absence of Certain Changes Since the date of the Company’s most recent audited financial statements contained in a Form 10-K, there has been no material adverse change and no material adverse development in the business, assets, liabilities, properties, operations (including results thereof), condition (financial or otherwise) or prospects of the Company or any of its Subsidiaries. Since the date of the Company’s most recent audited financial statements contained in a Form 10-K, neither the Company nor any of its Subsidiaries has (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, outside of the ordinary course of business or (iii) made any capital expenditures, individually or in the aggregate, outside of the ordinary course of business. Neither the Company nor any of its Subsidiaries has taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company or any Subsidiary have any knowledge or reason to believe that any of their respective creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be Insolvent (as defined below). For purposes of this Section 3(l), “Insolvent” means, (i) with respect to the Company and its Subsidiaries, on a consolidated basis, (A) the present fair saleable value of the Company’s and its Subsidiaries’ assets is less than the amount required to pay the Company’s and its Subsidiaries’ total Indebtedness (as defined below), (B) the Company and its Subsidiaries are unable to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (C) the Company and its Subsidiaries intend to incur or believe that they will incur debts that would be beyond their ability to pay as such debts mature; and (ii) with respect to the Company and each Subsidiary, individually, (A) the present fair saleable value of the Company’s or such Subsidiary’s (as the case may be) assets is less than the amount required to pay its respective total Indebtedness, (B) the Company or such Subsidiary (as the case may be) is unable to pay its respective debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (C) the Company or such Subsidiary (as the case may be) intends to incur or believes that it will incur debts that would be beyond its respective ability to pay as such debts mature. Neither the Company nor any of its Subsidiaries has engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s or such Subsidiary’s remaining assets constitute unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

  • Absence of Certain Developments Except as set forth in the Commission Documents or provided on Schedule 2.1(y) hereto, since June 30, 2005, neither the Company nor any Subsidiary has:

  • Absence of Certain Events No Event of Default or Potential Event of Default or, to its knowledge, Termination Event with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement or any Credit Support Document to which it is a party.

  • Absence of Certain Changes, Events and Conditions Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to the Company, any:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!