Absence of Changes; Operations in Ordinary Course Sample Clauses

Absence of Changes; Operations in Ordinary Course. (a) Except as set forth on §3.7(a) of the Buyer Disclosure Schedule, and except as otherwise required or permitted by the terms of this Agreement, since December 31, 2009, the Carbonics Entities have not incurred any liability of any nature whatsoever, whether absolute, accrued, contingent, determined, determinable or otherwise, nor has there occurred any condition, situation or set of circumstances which could reasonably result in such a liability, in each case other than (i) liabilities incurred in the Ordinary Course of Business, (ii) liabilities to the extent covered by insurance, and (iii) such liabilities as do not and will not have a Material Adverse Effect.
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Absence of Changes; Operations in Ordinary Course. Since the Financial Statement Date, the Purchased Assets have not undergone any material adverse change in their condition that adversely affects their condition either separately or in the aggregate; and since the Financial Statement Date, there has been no change in the condition of the Business, whether as a result of any change as to accounts receivable or other assets, any loss of competitive position, any natural disaster, accident, strike, sabotage, or confiscation of property, or any other event or condition directly affecting or relating to the Seller or the Business, whether or not related to any of the foregoing, except for such changes as do not and will not in the aggregate have a material adverse effect on the Purchased Assets or the results of operations of the Business. Without limiting the generality of the foregoing, since the Financial Statement Date, the
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Absence of Changes; Operations in Ordinary Course. 2.5.1. Except as set forth on Schedule 2.5.1 and except for Permitted Liabilities (as hereinafter defined), the Company does not have any Liabilities related to, or arising out of or in connection with the operation of, the Business. For purposes of this Agreement, (i) "
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Absence of Changes; Operations in Ordinary Course. Except as set forth in Schedule 3.07 of the Company Disclosure Schedule, since the Most Recent Balance Sheet Date: (i) the Company has not suffered any material damage, destruction or loss (whether or not covered by insurance); and (ii) there has been no Material Adverse Effect. Except as set forth in Schedule 3.07 of the Company Disclosure Schedule, since the Most Recent Balance Sheet, there has not been any event, act or omission that, if such event, act or omission occurred following the execution of this Agreement and occurred in the absence of the written consent of Parent, would have resulted in a breach of Section 5.01, provided, however, that solely for purposes of this Section 3.07 and Schedule 3.07 of the Company Disclosure Schedule, Company need not disclose any changes that otherwise would be required to be disclosed hereby as a result of the following subsections of Section 5.01: Section 5.01(h)(i), (j), (l)(ii), (n), (o) and, solely with respect to the exclusion of disclosure related to entry into new Material Contracts, (q).
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Absence of Changes; Operations in Ordinary Course. Since March 4, 1997, the Purchased Assets have not undergone any material adverse change in their condition or suffered any material damage, destruction or loss (whether or not covered by insurance) that adversely affects their condition in the aggregate, except for such changes, damages, destructions and losses as could not reasonably be expected in the aggregate to have a Material Adverse Effect; and since March 4, 1997, except as a result of changes in general economic conditions or generally affecting the industry in which the Business operates, there has been no change in the condition of the Business, whether as a result of any change as to accounts receivable (other than Excluded Accounts) or other Purchased Assets, any natural disaster, accident, strike, sabotage, or confiscation of property, or to Seller's knowledge any other event or condition directly affecting or relating to Seller or the Business, whether or not related to any of the foregoing, except for such changes as could not reasonably be expected in the aggregate to have a Material Adverse Effect. Since March 4, 1997, except as set forth on
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Absence of Changes; Operations in Ordinary Course. Since December 31, 2014, the Business has been conducted in the ordinary and usual course, and the Company has not suffered any Company Material Adverse Change. Without limiting the foregoing, since December 31, 2014, except as set forth in Section 4.10 of the Disclosure Letter, neither the Company nor any Subsidiary has:
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Absence of Changes; Operations in Ordinary Course. (a) Except as set forth on §3.7(a) of the Buyer Disclosure Schedule, and except as otherwise required or permitted by the terms of this Agreement, since December 31, 2009, the Carbonics Entities have not incurred any liability of any nature whatsoever, whether absolute, accrued, contingent, determined, determinable or otherwise, nor has there occurred any condition, situation or set of circumstances which could reasonably result in such a liability, in each case other than (i) liabilities incurred in the Ordinary Course of Business, (ii) liabilities to the extent covered by insurance, and (iii) such liabilities as do not and will not have a Material Adverse Effect. (b) Since December 31, 2009, and except as set forth on §3.7(b) of the Buyer Disclosure Schedule, the Carbonics Entities have not (i) increased the compensation of any of its directors, officers, employees or affiliates other than in the Ordinary Course of Business, (ii) incurred any Debt, (iii) entered into or performed any contract, agreement, deed, mortgage, lease, license, other instrument, commitment, undertaking, arrangement or understanding, or other transaction, not in the Ordinary Course of Business, other than as specifically contemplated by this Agreement, or (iv) made any loan or advance of funds or assets of any kind, or forgiven any loan or advance to any Person other than in the Ordinary Course of Business. 9 3.8
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Absence of Changes; Operations in Ordinary Course 
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Related to Absence of Changes; Operations in Ordinary Course

  • Absence of Changes or Events (a) Since the date of the Balance Sheet, there has been no event, change, development, effect or circumstance that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

  • Absence of Changes Since the Balance Sheet Date, except as set forth on Schedule 5.25, there has not been:

  • Absence of Change Since the date of the balance sheet, there has not been any change in the financial condition or operations of the ISSUER, except changes in the ordinary course of business, which changes have not, in the aggregate, been materially adverse.

  • No Undisclosed Liabilities; Absence of Changes Except as and to the extent disclosed in the August 31, 1999 unaudited financial statements, none of WWNI or its subsidiaries had any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of WWNI and its consolidated subsidiaries (including the notes thereto) or which would have a Material Adverse Effect on WWNI. Except as disclosed by WWNI, none of WWNI or its subsidiaries has incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, which could reasonably be expected to have, and there have been no events, changes or effects with respect to WWNI or its subsidiaries having or which could reasonably be expected to have, a Material Adverse Effect on WWNI. Except as and to the extent disclosed by WWNI there has not been (i) any material change by WWNI in its accounting methods, principles or practices (other than as required after the date hereof by concurrent changes in generally accepted accounting principles), (ii) any revaluation by WWNI of any of its assets having a Material Adverse Effect on WWNI, including, without limitation, any write-down of the value of any assets other than in the ordinary course of business or (iii) any other action or event that would have required the consent of any other party hereto pursuant to Section 4.2 of this Agreement had such action or event occurred after the date of this Agreement.

  • Absence of Existing Defaults and Conflicts Neither the Company nor any of its subsidiaries is in violation of its respective charter or by-laws or in default (or with the giving of notice or lapse of time would be in default) under any existing obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to which any of them is a party or by which any of them is bound or to which any of the properties of any of them is subject, except such defaults that would not, individually or in the aggregate, result in a Material Adverse Effect.

  • Material Changes or Material Transactions Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as may otherwise be stated therein or contemplated thereby, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business.

  • 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:

  • Financial Statements; Absence of Undisclosed Liabilities (a) Schedule 3.05(a)(1) sets forth: (i) an unaudited consolidated balance sheet as of October 31, 2010 (the “Latest Balance Sheet”), and the related consolidated statements of income and cash flow of Seller and its Subsidiaries for the 10-month period then ended and (ii) the audited consolidated balance sheets and the related audited consolidated statements of income and cash flows as of and for the years ended December 31, 2008 and December 31, 2009 (the items set forth in clauses (i) and (ii), collectively, the “Financial Statements”). Except as set forth on Schedule 3.05(a)(2) with respect only to the items set forth in clause (i) above, such Financial Statements (including any related footnotes) have been based upon the books and records of Seller and its Subsidiaries and present fairly in all material respects the financial condition and results of operations of the Seller and its Subsidiaries as of the times and for the periods referred to therein in accordance with GAAP consistently applied throughout the periods referred to therein (subject, in the case of unaudited financial statements, to normal year-end audit adjustments, which will not be material in amount or effect, and the absence of footnotes and other presentation items). Except as set forth on Schedule 3.05(a)(2) with respect only to the items set forth in clause (i) above, in addition, such Financial Statements (including any related footnotes) present fairly in all material respects the financial condition and results of operations of the Purchased Subsidiaries and their Subsidiaries as of the times and for the periods referred to therein in accordance with GAAP consistently applied throughout the periods referred to therein (subject, in the case of unaudited financial statements, to normal year-end audit adjustments, which will not be material in amount or effect, and the absence of footnotes and other presentation items). Seller is a holding company, the sole business of which is to own the Securities. The Securities, together with any cash held in bank or other similar accounts of Seller, comprise substantially all of the assets of Seller.

  • Certain Changes and Conduct of Business (a) From and after the date of this Agreement and until the Closing (or the earlier termination of this Agreement), the Company shall, and the Members shall cause the Company to, conduct the Company's business solely in the ordinary course consistent with past practices. Without limiting the generality of the preceding sentence, except as required or permitted pursuant to the terms hereof, the Company shall not, and the Members shall cause the Company not to:

  • Absence of Undisclosed Liabilities Pubco has no material Liabilities or obligations either direct or indirect, matured or unmatured, absolute, contingent or otherwise, which:

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