Absence of Liabilities; Material Adverse Effect Sample Clauses

Absence of Liabilities; Material Adverse Effect. Except as set forth on Schedule 3.9 hereto, since the date of the Latest Balance Sheets until the date hereof, there has been: (i) no Material Adverse Effect; (ii) no waiver of any material valuable right of any Company Party or cancellation of any material debt or claim held by any Company Party; (iii) no loan by any Company Party to any of its or its Affiliates’ officers, managers, Employees or security holders, or any agreement or commitment therefor (except in connection with the advancement of business expenses to employees of the Company Parties in the ordinary course), (iv) no increase, direct or indirect, in the compensation paid or payable to any officer, employee or manager (other than base salary or incentive compensation increases in the ordinary course of business and consistent with past practice or pursuant to existing agreements or arrangements);
Sample 1
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Absence of Liabilities; Material Adverse Effect. Except as set forth on Schedule 3.7 hereto, since the date of the Latest Balance Sheet until the date hereof, there has been: (a) no Material Adverse Effect; (b) no waiver of any material valuable right of any Company Party or cancellation of any material debt or claim held by any Company Party; (c) no loan by any Company Party to any of its or its Affiliates’ officers, directors, Employees or security holders, or any agreement or commitment therefor that will be included in the Transferred Assets and remain outstanding after the Closing (except in connection with the advancement of business expenses to Employees in the ordinary course), (d) no increase, direct or indirect, in the compensation paid or payable to any Employee who is reasonably expected to be an Active Employee (other than base salary or incentive compensation increases in the ordinary course of business and consistent with past practice or pursuant to existing agreements or arrangements) and excluding such Employees who sign Consulting Agreements; (e) no material loss, destruction or damage to any Transferred Asset, whether or not insured; (f) no work stoppage, work slowdown or strike involving any Active Employees; (g) no acquisition or disposition of any material assets (or any contract or arrangement therefor, other than as contemplated by the Transactions) otherwise than for fair value in the ordinary course of business and consistent with past practice; (h) no material change or amendment to any Material Contract, (i) no written or, to the Company Parties’ Knowledge, oral notice of termination of a Material Contract by any party thereto; (x) no sale, assignment, transfer or grant of any exclusive license with respect to any material Company Owned IP otherwise than for fair value in the ordinary course of business and consistent with past practice; (j) no establishment or adoption of any new material Employee Benefit Plan or termination or material changes made to any Employee Benefit Plan, in each case other than changes made in the ordinary course of business or pursuant to existing agreements or arrangements or as required to comply with applicable Law, and (k) except as contemplated by the Transactions, no agreement or understanding, whether in writing or otherwise, for any Company Party to take any of the actions specified in the foregoing clauses (a) through (j).
Sample 1
Absence of Liabilities; Material Adverse Effect. Since the Balance Sheet Date there has been: (i) no Material Adverse Effect related to the Transferred Assets, the Assumed Labilities or with respect to the Applicable Businesses; (ii) no waiver of any valuable right of any Selling Company or cancellation of any material debt or claim held by any Selling Company related to the Transferred Assets, the Assumed Labilities or with respect to the Applicable Businesses; (iii) no labor disruption or trouble involving any Selling Company; (iv) no material loss, destruction or damage to any Transferred Asset, whether or not insured; (v) no material change or amendment to any material contract or arrangement by which any of the Transferred Assets or for which any Selling Company with respect to the Applicable Businesses are bound or subject; (vi) no notice of termination of a contract by a “Material Supplier,” “Material Payor” and “Material Provider” (as these terms are defined in Section 3.21) related to the Transferred Assets, the Assumed Liabilities or the Applicable Businesses; and (vii) except as contemplated by the Transaction, no agreement or understanding, whether in writing or otherwise, for any Selling Company to take any of the actions specified in paragraphs (i) through (vi).
Sample 1

Related to Absence of Liabilities; 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.

  • 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 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.

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

  • Closing Date Material Adverse Effect No Closing Date Material Adverse Effect shall have occurred since July 29, 2019.

  • 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.

  • Financial Statements; Material Adverse Effect All consolidated financial statements of the Borrower and its Subsidiaries heretofore or hereafter delivered to the Lenders were prepared in accordance with GAAP in effect on the preparation date of such statements and fairly present in all material respects the consolidated financial condition and operations of the Borrower and its Subsidiaries at such date and the consolidated results of their operations for the period then ended, subject, in the case of interim financial statements, to normal and customary year-end adjustments. From the preparation date of the most recent financial statements delivered to the Lenders through the Agreement Execution Date, there was no change in the business, properties, or condition (financial or otherwise) of the Borrower and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect.

  • 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.

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

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