Absence of Changes; No Undisclosed Liabilities. Except as disclosed in any Form 10-K, Form 10-Q, or Form 8-K, Incoming has not incurred any liability material to Incoming on a consolidated basis, except in the ordinary course of its business, consistent with past practices; suffered a change, or any event involving a prospective change, in the business, assets, financial condition, or results of operations of Incoming which has had, or is reasonably likely to have, individually or in the aggregate, an Incoming Material Adverse Effect, (other than as a result of changes or proposed changes in federal or state regulations of general applicability or interpretations thereof, changes in generally accepted accounting principles, and changes that could, under the circumstances, reasonably have been anticipated in light of disclosures made in writing by Incoming to NABE pursuant hereto); or conducted its business and operations other than in the ordinary course of business and consistent with past practices. Incoming has no liability except for (a) liabilities set forth on the face of the most recent balance sheet included in the Incoming Financial Statements, and (b) liabilities which have arisen after the date of such balance sheet in the ordinary course of business (none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of contract, tort, infringement, or violation of law). Incoming is not aware of any basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against it giving rise to any liability which individually or in the aggregate is reasonably likely to have a Incoming Material Adverse Effect.
Absence of Changes; No Undisclosed Liabilities. (a) Except as set forth in the Company Financial Statements, since January 1, 2007, the Business has been operated in all material respects in the ordinary course of business and there has not been any event that would, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect.
(b) Except as set forth in the Company Financial Statements, the Company and its Subsidiaries (other than the Funds) do not have any liabilities or obligations (known, unknown, accrued, absolute, contingent or otherwise) other than liabilities incurred by the Company and its Subsidiaries (other than the Funds) after January 1, 2007 in the ordinary course of business consistent with past practice that would not reasonably be expected, individually or in the aggregate, to result in a Company Material Adverse Effect.
Absence of Changes; No Undisclosed Liabilities. Except ---------------------------------------------- as disclosed in its Form 10-K for the year end December 31, 2007 filed March 25, 2008, since December 31, 2007, CREH has not incurred any liability material to CREH on a consolidated basis, except in the ordinary course of its business, consistent with past practices; suffered a change, or any event involving a prospective change, in the business, assets, financial condition, or results of operations of CREH which has had, or is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, (other than as a result of changes or proposed changes in federal or state regulations of general applicability or interpretations thereof, changes in generally accepted accounting principles, and changes that could, under the circumstances, reasonably have been anticipated in light of disclosures made in writing by CREH to CCRE pursuant hereto); or subsequent to the date hereof, conducted its business and operations other than in the ordinary course of business and consistent with past practices. CREH has no liability (and CREH is not aware of any basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rising to any liability which individually or is in the aggregate are reasonably likely to have a Material Adverse Effect on CREH) except for (a) liabilities set forth on the face of the most recent balance sheet included in the CREH Financial Statements, and (b) liabilities which have arisen after the date of such balance sheet in the ordinary course of business (none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of contract, tort, infringement, or violation of law).
Absence of Changes; No Undisclosed Liabilities. Except as disclosed in the CREH SEC Documents or as set forth on Schedule 3.9, since November 19, 2007, neither CREH nor CCRE have incurred any liability material to CREH or CCRE on a consolidated basis, except in the ordinary course of its business, consistent with past practices; suffered a change, or any event involving a prospective change, in the business, assets, financial condition, or results of operations of CREH or CCRE which has had, or is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, (other than as a result of changes or proposed changes in federal or state regulations of general applicability or interpretations thereof, changes in generally accepted accounting principles, and changes that could, under the circumstances, reasonably have been anticipated in light of disclosures made in writing by CREH to Triple Ace pursuant hereto); or subsequent to the date hereof, conducted its business and operations other than in the ordinary course of business and consistent with past practices. Neither CREH nor CCRE have any liability (and CREH is not aware of any basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rising to any liability which individually or is in the aggregate are reasonably likely to have a Material Adverse Effect on CREH or CCRE) except for liabilities set forth in the CREH SEC Documents.
Absence of Changes; No Undisclosed Liabilities. Except as disclosed in the Reports, since June 30, 2009 the Company has not incurred any liability material to it on a consolidated basis, except in the ordinary course of its business, consistent with past practices; suffered a change, or any event involving a prospective change, in its business, assets, financial condition, or results of operations which has had, or is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect (other than as a result of changes or proposed changes in federal or state regulations of general applicability or interpretations thereof, changes in generally accepted accounting principles, and changes that could, under the circumstances, reasonably have been anticipated in light of disclosures made by the Company to the Subscriber pursuant hereto); or subsequent to the date hereof, conducted its business and operations other than in the ordinary course of business and consistent with past practices. Except as disclosed in the Reports, the Company is not aware of any basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rising to any liability which individually or is in the aggregate are reasonably likely to have a Material Adverse Effect on the Company except for (i) liabilities set forth on the face of the most recent balance sheet included in the Reports, and (ii) liabilities which have arisen after the date of such balance sheet in the ordinary course of business (none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of contract, tort, infringement, or violation of law).
Absence of Changes; No Undisclosed Liabilities. Except as disclosed in its SEC Reports DynEco has not incurred any liability material to DynEco on a consolidated basis, except in the ordinary course of its business, consistent with past practices; suffered a change, or any event involving a prospective change, in the business, assets, financial condition, or results of operations of DynEco which has had, or is reasonably likely to have, individually or in the aggregate, a DynEco Material Adverse Effect (other than as a result of changes or proposed changes in federal or state regulations of general applicability or interpretations thereof, changes in generally accepted accounting principles, and changes that could, under the circumstances, reasonably have been anticipated in light of disclosures made in writing by DynEco to Dynamic pursuant hereto); or subsequent to the date hereof, conducted its business and operations other than in the ordinary course of business and consistent with past practices. DynEco has no liability (and DynEco is not aware of any basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rising to any liability which individually or is in the aggregate are reasonably likely to have a Material Adverse Effect on DynEco) except for (a) liabilities set forth on the face of the most recent balance sheet included in the DynEco Financial Statements, and (b) liabilities which have arisen after the date of such balance sheet in the ordinary course of business (none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of contract, tort, infringement, or violation of law). Exhibit D sets forth all liabilities and incurred expenses of DynEco as of the date of this Agreement.
Absence of Changes; No Undisclosed Liabilities. Except as disclosed in the Seller SEC Documents, CCRE has not incurred any liability material to CCRE on a consolidated basis, except in the ordinary course of its business, consistent with past practices; suffered a change, or any event involving a prospective change, in the business, assets, financial condition, or results of operations of CCRE which has had, or is reasonably likely to have, individually or in the aggregate, a material adverse effect, (other than as a result of changes or proposed changes in federal or state regulations of general applicability or interpretations thereof, changes in generally accepted accounting principles, and changes that could, under the circumstances, reasonably have been anticipated in light of disclosures made in writing by Seller to Power Pacific pursuant hereto). CCRE does not have any liability (and CCRE is not aware of any basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against it giving rising to any liability which individually or is in the aggregate are reasonably likely to have a material adverse effect on CCRE).
Absence of Changes; No Undisclosed Liabilities. Except as set forth in the Company Financial Statements or in the Company Disclosure Letter, the Company and its Subsidiaries (other than the Funds) do not have any liabilities or obligations (known, unknown, accrued, absolute, contingent or otherwise) other than liabilities incurred by the Company and its Subsidiaries (other than the Funds) after January 1, 2007 in the ordinary course of business consistent with past practice that would not, individually or in the aggregate, result in a Company Material Adverse Effect.
Absence of Changes; No Undisclosed Liabilities. (a) Except as set forth in the Company Financial Statements, since December 31, 2008, the Business has been operated in all material respects in the ordinary course of business and there has not been any event that would, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect; provided, however, that for the purposes of this Section 5.6(a), none of the following shall be deemed to constitute, nor be taken into account in determining whether there has been or will be any such Company Material Adverse Effect: (i) any change that results or arises from changes affecting the alternative investment, “collateralized loan obligation” (cash or synthetic) or hedge fund industry or the overall economy or capital markets of the United States generally; (ii) any change that results or arises from changes affecting general worldwide economic conditions; (iii) any change resulting generally from any act of war or terrorism; or (iv) any change in assets under management or the loss of any existing or potential investor in a Fund, in each case in this clause (iv) as a result of the public announcement and/or pendency of the transactions contemplated by this Agreement, except, in case of clause (i), (ii) or (iii) to the extent that such change, effect, event, matter, occurrence or state of facts has a disproportionate effect on the Company and its Affiliates relative to Persons in the investment management industry operating in the sectors in which the Company and its Affiliates operate generally.
(b) Except as set forth in the Company Financial Statements, the Company and its Affiliates do not have any liabilities or obligations (known, unknown, accrued, absolute, contingent or otherwise) other than liabilities incurred by the Company and its Affiliates after December 31, 2008 in the ordinary course of business consistent with past practice that would not reasonably be expected, individually or in the aggregate, to result in a Company Material Adverse Effect.
Absence of Changes; No Undisclosed Liabilities. Since December 31, 2005, Dynamic has not incurred any liability material to Dynamic on a consolidated basis, except in the ordinary course of its business, consistent with past practices; suffered a change, or any event involving a prospective change, in the business, assets, financial condition, or results of operations of Dynamic which has had, or is reasonably likely to have, individually or in the aggregate, a Dynamic Material Adverse Effect (other than as a result of changes or proposed changes in federal or state regulations of general applicability or interpretations thereof, changes in generally accepted accounting principles, and changes that could, under the circumstances, reasonably have been anticipated in light of disclosures made in writing by Dynamic to DynEco pursuant hereto); or subsequent to the date hereof, conducted its business and operations other than in the ordinary course of business and consistent with past practices. Dynamic has no liabilities (and Dynamic is not aware of any basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rising to any liability which individually or is in the aggregate are reasonably likely to have a Material Adverse Effect on Dynamic ) except for (a) liabilities set forth on the face of the most recent balance sheet included in the Dynamic Financial Statements, and (b) liabilities which have arisen after the date of such balance sheet in the ordinary course of business (none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of contract, tort, infringement, or violation of law), that individually or in the aggregate do not result in a Dynamic Material Adverse Effect.
