Absence of Defaults; No Material Adverse Effect Sample Clauses

Absence of Defaults; No Material Adverse Effect. Superior Corn is not in any material respect in default under any provision of its Articles of Organization or Operating Agreement or any indenture, mortgage, loan agreement or other material agreement to which it is a party or by which it is bound, and Superior Corn is not in violation of any statute, order, rule or regulation of any court or governmental agency having jurisdiction over it or its properties which if enforced could have a material adverse effect on its business, and, except for any consent or approval identified on EXHIBIT G attached hereto, neither the execution and delivery of this Agreement nor the consummation of the Transaction in accordance with this Agreement will in any material respect conflict with or result in a breach of any of the foregoing, which if enforced could have a material adverse effect on its business, or otherwise have a material adverse effect on the assets or prospects of Superior Corn as represented to US BioEnergy.
Sample 1
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Absence of Defaults; No Material Adverse Effect. Gold Energy is not in any material respect in default under any provision of its Articles of Organization or Operating Agreement or any indenture, mortgage, loan agreement or other material agreement to which it is a party or by which it is bound, and Gold Energy is not in violation of any statute, order, rule or regulation of any court or governmental agency having jurisdiction over it or its properties which if enforced could have a material adverse effect on its business, and, except for any consent or approval identified on EXHIBIT G attached hereto, neither the execution and delivery of this Agreement nor the consummation of the Transaction in accordance with this Agreement will in any material respect conflict with or result in a breach of any of the foregoing, which if enforced could have a material adverse effect on its business, or otherwise have a material adverse effect on the assets or prospects of Gold Energy as represented to US BioEnergy.
Sample 1
Absence of Defaults; No Material Adverse Effect. Neither UBE nor any of the Subsidiaries is in any material respect in default under any provision of its Articles of Organization, the Sub Operating Agreements, the UBE Operating Agreement or any other constituting document of UBE or any of the Subsidiaries, or the LaSalle Agreements, any indenture, mortgage, loan agreement or other material agreement to which it is a party or by which it is bound. Neither UBE nor any of the Subsidiaries is in violation of any statute, order, rule or regulation of any court or governmental agency having jurisdiction over it or its properties which if enforced could have a material adverse effect on its business. Except for any consent or approval identified on Schedule 2.08 attached hereto, neither the execution and delivery of this Agreement nor the consummation of the Transaction in accordance with this Agreement will in any material respect conflict with or result in a breach of any of the foregoing, which if enforced could have a material adverse effect on its business, or otherwise have a material adverse effect on the assets or prospects of UBE (including the Subsidiaries) as represented to US BioEnergy.
Sample 1
Absence of Defaults; No Material Adverse Effect. ICMM is not in any material respect in default under any provision of its Articles of Incorporation, Bylaws or any other constituting document of ICMM or any indenture, mortgage, loan agreement or other material agreement to which it is a party or by which it is bound, and ICMM is not in violation of any statute, order, rule or regulation of any court or governmental agency having jurisdiction over it or its properties which if enforced could have a material adverse effect on its business. Except for any consent or approval identified on Schedule 3.08 attached hereto, neither the execution and delivery of this Agreement nor the consummation of the Transaction in accordance with this Agreement will in any material respect conflict with or result in a breach of any of the foregoing, which if enforced could have a material adverse effect on its business, or otherwise have a material adverse effect on the assets or prospects of ICMM as represented to US BioEnergy.
Sample 1
Absence of Defaults; No Material Adverse Effect. PVFE is not in any material respect in default under any provision of its Articles of Organization or Operating Agreement or any indenture, mortgage, loan agreement or other material agreement to which it is a party or by which it is bound, and PVFE is not in violation of any statute, order, rule or regulation of any court or governmental agency having jurisdiction over it or its properties which if enforced could have a material adverse effect on its business, and, except for any consent or approval identified on EXHIBIT G attached hereto, neither the execution and delivery of this Agreement nor the consummation of the Transaction in accordance with this Agreement will in any material respect conflict with or result in a breach of any of the foregoing, which if enforced could have a material adverse effect on its business, or otherwise have a material adverse effect on the assets or prospects of PVFE as represented to US BioEnergy.
Sample 1

Related to Absence of Defaults; No Material Adverse Effect

  • Absence of Material Adverse Effect Since the date of this Agreement, there shall not have been any event, change or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect.

  • Financial Condition; No Material Adverse Effect (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present the financial condition of the Borrower and its subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

  • No Material Adverse Effect Since the date of this Agreement, there shall not have occurred any Material Adverse Effect.

  • No Material Adverse Effects At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any Material Adverse Effect.

  • Absence of Material Adverse Change On the Closing Date, no circumstance shall exist that constitutes a REIT II Material Adverse Effect.

  • Notice of Default, Litigation and Material Adverse Effect Promptly, and in any event within three Business Days after any officer of the Borrower or any of its Subsidiaries obtains knowledge thereof, notice of (i) the occurrence of any event which constitutes a Default or an Event of Default, (ii) any litigation or governmental investigation or proceeding pending against the Borrower or any of its Subsidiaries (x) which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or (y) with respect to any Document, or (iii) any other event, change or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect.

  • Absence of Company Material Adverse Effect Since the date of this Agreement, there shall not have been any event, change, effect or development that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect.

  • Absence of Material Adverse Changes No material adverse change in the business, assets, financial condition, or prospects of the Company shall have occurred, no substantial part of the assets of the Company not substantially covered by insurance shall have been destroyed due to fire or other casualty, and no event shall have occurred which has had or will have a material adverse effect on the business, assets, financial condition or prospects of the Company.

  • Financial Statements; No Material Adverse Effect (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.

  • Financial Condition; No Material Adverse Change (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 reported on by Ernst & Young, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 2014, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

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