Absence of Material Adverse Changes and Undisclosed Liabilities Sample Clauses

Absence of Material Adverse Changes and Undisclosed Liabilities. Since December 31, 1999, there has not occurred or arisen, whether or not in the ordinary course of business: (i) any material adverse change in the assets, financial condition, operations or business of CENTECH, or (ii) any event, condition or state of facts of any character that would materially and adversely affect the ability of CACI to use and operate the assets. Except as set forth on Schedule 2.6 hereto, CENTECH has no material liabilities or obligations, fixed, accrued, contingent or otherwise, that are not fully reflected or provided for on, or disclosed in the notes to, the consolidated balance sheet as at December 31, 1999 included in the CENTECH Financial Statements (the "1999 Balance Sheet") except (A) liabilities and obligations incurred in or as a result of the ordinary course of business since December 31, 1999, (B) liabilities and obligations permitted by or provided for or contemplated by this Agreement and (C) liabilities and obligations disclosed on the Schedules delivered hereunder.
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Absence of Material Adverse Changes and Undisclosed Liabilities. Except as set forth on Schedule 3.6 or as disclosed in the CACI Reports, since June 30, 2000 there has not occurred or arisen, whether or not in the ordinary course of business: (i) any material adverse change in the assets, financial condition, operations or business of CACI Parent and its Subsidiaries considered as a whole or of CACI Sub, or (ii) any event, condition or state of facts of any character that might materially and adversely affect the results of operations, business, financial condition or prospects of CACI Parent and its Subsidiaries considered as a whole or of CACI Sub. CACI Parent and its Subsidiaries, considered as a whole, have no material liabilities or obligations, fixed, accrued, contingent or otherwise, that are not fully reflected or provided for on, or disclosed in the notes to, the consolidated balance sheet as at June 30, 2000 included in the CACI Reports (the "2000 Balance Sheet") or elsewhere in the CACI Reports, except (A) liabilities and obligations incurred in or as a result of the ordinary course of business since June 30, 2000, none of which individually or in the aggregate has been or is materially adverse to the operations, business, financial condition or prospects of CACI Sub and its Subsidiaries considered as a whole, (B) liabilities and obligations permitted by or provided for or contemplated by this Agreement and (C) liabilities and obligations disclosed on the Schedules delivered hereunder.
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Absence of Material Adverse Changes and Undisclosed Liabilities. Except as set forth on Schedule 3.6 or as disclosed in the CACI Reports, since December 31, 1999 there has not occurred or arisen, whether or not in the ordinary course of business: (i) any material adverse change in the assets, financial condition, operations or business of Parent and its Subsidiaries considered as a whole, or (ii) any event, condition or state of facts of any character that might materially and adversely affect the results of operations, business, financial condition or prospects of Parent and its Subsidiaries considered as a whole. Parent and its Subsidiaries, considered as a whole, have no material liabilities or obligations, fixed, accrued, contingent or otherwise, that are not fully reflected or provided for on, or disclosed in the notes to, the consolidated balance sheet as at December 31, 1999 included in the CACI Reports (the "1999 Balance Sheet") or elsewhere in the CACI Reports, except (A) liabilities and obligations incurred in or as a result of the ordinary course of business since December 31, 1999, none of which individually or in the aggregate has been or is materially adverse to the operations, business, financial condition or prospects of CACI and its Subsidiaries considered as a whole, (B) liabilities and obligations permitted by or provided for or contemplated by this Agreement and (C) liabilities and obligations disclosed on the Schedules delivered hereunder.
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Absence of Material Adverse Changes and Undisclosed Liabilities 
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Related to Absence of Material Adverse Changes and Undisclosed Liabilities

  • 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 Change On the Closing Date, no circumstance shall exist that constitutes a REIT II 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 Adverse Changes Since the date of the Company Balance Sheet until the date of this Agreement, there has not occurred any change, event, circumstance or development that is reasonably likely to have a Company Material Adverse Effect. From the date of the Company Balance Sheet until the date of this Agreement, except as contemplated hereby or as set forth in Section 3.8 of the Company Disclosure Schedule, (a) the business of the Company and the Company Subsidiaries, taken as a whole, has been conducted in the ordinary course of business and (b) none of the Company or any Company Subsidiary has taken any action that would have required the consent of Parent under Section 5.1(b) of this Agreement, had such action or event occurred after the date of this Agreement.

  • 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 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 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.

  • 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 Statements; No Material Adverse Change All financial statements relating to Borrower which have been or may hereafter be delivered by Borrower to Lender have been prepared in accordance with GAAP and fairly present the financial condition and the results of operation of Borrower as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrower to Lender prior to the date of this Agreement, there has been no material adverse change in the assets, liabilities, properties and condition, financial or otherwise, of Borrower, since the date of the most recent audited financial statements furnished by Borrower to Lender prior to the date of this Agreement.

  • No Material Adverse Changes Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (i) there shall not have been a Material Adverse Change, (ii) the Company shall not have incurred any material liabilities or obligations, direct or contingent, (iii) the Company shall not have entered into any material transactions not in the ordinary course of business other than pursuant to this Agreement and the transactions referred to herein, (iv) the Company shall not have issued any securities (other than the Securities or the Shares issued in the ordinary course of business pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, General Disclosure Package and the Prospectus) or declared or paid any dividend or made any distribution in respect of its capital stock of any class or debt (long-term or short-term), and (v) no material amount of the assets of the Company shall have been pledged, mortgaged or otherwise encumbered.

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