Absence of Material Adverse and Other Changes Sample Clauses

Absence of Material Adverse and Other Changes. Except as set forth in Section 4.10 of the TEF Group Disclosure Schedule, since December 31, 2001, the business of TEF Covered Assets has been conducted in the ordinary course consistent with past practices and there has not been any change in the business, results of operations or financial condition of any of the TEF Covered Assets as described in the TEF Group Financial Statements, which could be reasonably be expected to have a Material Adverse Effect.
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Absence of Material Adverse and Other Changes. Except as set forth in Section 5.10 of the PT Group Disclosure Schedule, since December 31, 2001, the business of PT Covered Assets has been conducted in the ordinary course consistent with past practices and there has not been any change in the business, results of operations or financial condition of any of the PT Covered Assets as described in the PT Group Financial Statements, which could be reasonably be expected to have a Material Adverse Effect.
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Absence of Material Adverse and Other Changes. Except as contemplated by this Merger Agreement and as otherwise set forth on Exhibit B, Section 4.6, since June 30, 2010, Rovion has conducted its business in the ordinary course, consistent with past practices, and there has not been: (a) any event or occurrence that has materially adversely affected Rovion or its business, (b) any declaration or payment of any dividend in respect of its capital stock, (c) any increase in the regular compensation of any of the officers or employees of Rovion, except such increases as have been granted in the ordinary course of business in accordance with its customary practices (which shall include normal periodic performance reviews, promotions and related compensation increases), (d) any incurrence, assumption or guarantee by Rovion of any indebtedness (other than from DGLP) for borrowed money other than in the ordinary course of business consistent with past practices,(e) any transaction or commitment made, or any contract or agreement entered into, by Rovion (including the acquisition or disposition of any assets) or any relinquishment by Rovion of any contract or other right, in either case, material to Rovion's business taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practices and those contemplated by this Merger Agreement, (f) any material change in any method of accounting practice by Rovion, (g) any loss or damage to the properties or assets of Rovion which has materially adversely affected, or is reasonably likely to materially adversely affect Rovion, or (h) any agreement or any commitment to take any of the actions described in this Section 4.6.
Sample 1
Absence of Material Adverse and Other Changes. Except as contemplated by this Agreement, and except as set forth in Section 4.9 of the Greixxx Xxxclosure Letter, since September 30, 1995, Greixxx xxx the Greixxx Xxxsidiaries have conducted their business in the ordinary course, consistent with past practices, and there has not been: (a) any event or occurrence that has resulted in a Greixxx Xxxerial Adverse Effect, or any development or combination of developments of which Greixxx xxx knowledge that is reasonably likely, in Greixxx'x xxxmercially reasonable judgment, to result in a Greixxx Xxxerial Adverse Effect, (b) any declaration, setting aside or payment of any dividend or other capital distributions in respect of any of its capital stock, except for regular cash dividends to holders of Greixxx Xxxmon Stock in amounts and at times consistent with prior practice, or any redemption or repurchase or other acquisition of any shares of its capital stock, (c) any increase in the regular compensation of any of the officers or employees of Greixxx xx the Greixxx Xxxsidiaries, except such increases as have been granted in the ordinary course of business in accordance with its customary practices (which shall include normal periodic performance reviews, promotions and related compensation increases), (d) any incurrence, assumption or guarantee by Greixxx xx any of the Greixxx Xxxsidiaries of any indebtedness for borrowed money other than in the ordinary course of business consistent with past practices, (e) any transaction or commitment made, or any contract or agreement entered into, by Greixxx xx any of the Greixxx Xxxsidiaries (including the acquisition or disposition of any assets) or any relinquishment by Greixxx xx any of the Greixxx Xxxsidiaries of any contract or other right, in
Sample 1
Absence of Material Adverse and Other Changes. Except as contemplated by this Agreement, and except as set forth in Section 4.9 of the Woodward-Clyde Disclosure Letter, since December 31, 1996, Woodward-Xxxxx xxx xxx Woodward-Clyde Subsidiaries have conducted txxxx xxxxxxxx in the ordxxxxx xxxxxx, consistent with past practices, and there has not been: (a) any event or occurrence that has resulted in a Woodward-Clyde Material Adverse Effect, or any development or combinatxxx xx xxxxxxxments of which Woodward-Clyde has knowledge that is reasonably likely, in Woodward-Clxxx'x xxxxxxxxally reasonable judgment, to result in a Wooxxxxx-Xxxxx Xxxerial Adverse Effect, (b) any declaration, settixx xxxxx xx xxyment of any dividend or
Sample 1
Absence of Material Adverse and Other Changes. Except as set forth in Section 4.7 of the Disclosure Schedule or as otherwise contemplated by this Agreement, since June 30, 2000 (i) the Companies have conducted their respective businesses in all material respects in the ordinary and usual course of such businesses and (ii) there has not been (a) any change in the business, results of operations or financial condition of the Companies that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, (b) any material damage, destruction or other casualty loss (whether or not covered by insurance) with respect to any asset or property owned, leased or otherwise used by any of the Companies which is material to the Companies taken as a whole, (c) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock of any of the Companies except as contemplated by SECTION 3.5, (d) any significant change by any of the Companies in accounting principles or methods, (e) any material transaction made by any of the Companies that is not in the ordinary course of business or not consistent with past practices, (f) any sale, disposal or transfer of any material assets of any of the Companies or any cancellation of any material debts or claims, except sales in the ordinary course of business of inventory or of an immaterial amount of other tangible personal property not required in their respective businesses or the cancellation of any debts or claims in the ordinary course of business, (g) any material mortgage, pledge or subjection to an Encumbrance, except for Permitted Encumbrances, of any of the Companies' properties or assets, (h) any increase in, or commitment to increase, the compensation payable or to become payable to any officer, director, employee or agent, or any bonus payment or similar arrangement made to or with any of such officers, directors, employees or agents, (i) any adoption of a plan or agreement or amendment to any existing plan or agreement (or commitment for the same) providing any new or additional benefits to employees, officers or directors, (j) any material alteration in the manner of keeping their books, accounts or records, or in the accounting practices reflected therein, (k) any intercompany loan or borrowing to or from any stockholder of Seller, (l) any acquisition of any assets, acquisition of any business or merger or consolidation, by or involving any Company other than in the ordinary course of bu...
Sample 1
Absence of Material Adverse and Other Changes. Except as otherwise contemplated by this Agreement, since March 31, 1997, (a) there has not been any adverse change in the business, results of operations or financial condition of Systems Chemistry (other than changes resulting from changes in general economic or financial conditions or changes affecting generally the business in which Systems Chemistry operates), (b) Seller has conducted the Business in the ordinary course, (c) Seller or System Chemistry has not increased the compensation or benefits of any of the officers or employees set forth on Schedule 5.9(a), (d) Seller has not sold or disposed of the material properties or assets of Systems Chemistry, except in the ordinary course of business, (e) Seller has not suffered any loss or damage to the properties or assets of Systems Chemistry and (f) Seller has not entered into any agreement or made any commitment to take any of the actions described in this Section 3.7.
Sample 1
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Related to Absence of Material Adverse and Other Changes

  • 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.

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

  • 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 in all material respects the financial condition of the Acquired Company and its Subsidiaries as of the respective dates 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. (b) The Unaudited 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 in all material respects the financial condition of the Acquired Company and its Subsidiaries as of the dates thereof and their results of operations for the periods covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower has heretofore furnished to the Joint Lead Arrangers the consolidated pro forma balance sheet of the Borrower and its Subsidiaries as of March 31, 2015, and the related consolidated pro forma statement of operations of the Borrower as of and for the twelve-month period then ended (such pro forma balance sheet and statement of operations, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower and its Subsidiaries as of March 31, 2015, and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). (d) Since the Closing Date, there has been no Material Adverse Effect.

  • Notice of Material Adverse Effect The Company shall notify the Buyer (and any subsequent holder of the Debentures), as soon as practicable and in no event later than three (3) business days of the Company’s knowledge of any Material Adverse Effect on the Company. For purposes of the foregoing, “knowledge” means the earlier of the Company’s actual knowledge or the Company’s constructive knowledge upon due inquiry.

  • Notice of Material Adverse Change Firm agrees to notify Citizens in writing of any “Material Adverse Change” to Firm within ten (10) days of said change. A “Material Adverse Change” means: (i) a change in the business operations or financial condition of Firm which negatively impacts its capacity to meet its professional or financial obligations;

  • 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 the financial condition of the Borrower and its Consolidated 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 Consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries dated March 31, 2018, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (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, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect; provided that, any determination of the existence of a Material Adverse Effect (solely, for purposes of any determination under clause (a) of the definition of Material Adverse Effect under this Section 5.05(c)) made with respect to any portion of the period commencing on the Second Amendment Effective Date through June 30, 2021, shall exclude any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Second Amendment Effective Date, and the scope of such adverse effect is no greater than that which has been disclosed. (d) The consolidated forecasted balance sheet and statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrower’s best estimate of its future financial condition and performance. (e) Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries not included in such financial statements, including liabilities for taxes, material commitments and Indebtedness.

  • Financial Condition; No Material Adverse Change (a) The Borrower has heretofore furnished to the Administrative Agent its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal years ended December 31, 2013 and December 31, 2014, reported on by Deloitte & Touche LLP, independent public accountants, and (ii) as of and for each fiscal quarter ended subsequent to December 31, 2014 and at least 45 days prior to the Closing Date, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off). 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. (b) The Borrower has heretofore furnished to the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a), prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements). (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the Subsidiaries, taken as a whole. (d) Since December 31, 2014, there has been no event, change or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

  • No Material Adverse Changes There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror and its subsidiaries, taken as a whole.

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