Absence of Material Adverse Effect and Certain Events Sample Clauses

Absence of Material Adverse Effect and Certain Events. (a) Except as set forth on Schedule 6.17(a), no conditions, circumstances or state of facts exist, and since December 31, 2010, there have not been any events, occurrences, changes, developments or circumstances, which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect with respect to the Company. (b) Without limiting the generality of the foregoing, except as set forth on Schedule 6.17(b), from and after December 31, 2010, the Company has conducted the Business only in the ordinary course consistent with past practices and the Company has not: (i) suffered damages, destruction or casualty losses (whether or not covered by insurance) in excess of $10,000 in the aggregate; (ii) made any capital expenditure or series of capital expenditures in excess of $10,000 in the aggregate; (iii) except for regularly scheduled increases or decreases in compensation to employees made in the ordinary course of business consistent with past practices, made any change in the rate of compensation, commission, bonus or other direct or indirect remuneration payable or to become payable to any of their respective directors, officers, employees or agents, or agreed or promised (orally or otherwise) to pay, conditionally or otherwise, any bonus or extra compensation or other employee benefit to any of such directors, officers, employees or agents; (iv) (A) entered into any employment agreement with or for the benefit of any Person referred to in subparagraph (iii) above; (B) paid any pension, retirement allowance or other employee benefit not required by any Plan, agreement or arrangement existing as of December 31, 2010 to any Person referred to in subparagraph (iii) above or (C) agreed or promised (orally or otherwise) to pay (conditionally or otherwise) or otherwise committed itself (conditionally or otherwise) to any additional pension, profit sharing, bonus, incentive, deferred compensation, stock purchase, stock option, stock appreciation, group insurance, vacation pay, severance pay, retirement or other employee benefit plan, agreement or arrangement, or changed the terms of any existing Plan or employee agreement or arrangement; (v) sold, assigned, leased or transferred any of its assets or properties, other than sales of inventory in the ordinary course of business consistent with past practices; (vi) amended or renegotiated in any material respect or terminated (other than by completion thereof) any Material Con...
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Absence of Material Adverse Effect and Certain Events. Except as contemplated by this Agreement, the terms of the ASA Transactions, or as set forth on Schedule 4.9, since the Balance Sheet Date through the date of this Agreement, the Acquired Companies have conducted their business in all material respects in the Ordinary Course of Business and there has not been: (a) a Material Adverse Effect or any event, change, effect or development which would or would reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; (b) any Leakage; (c) any change in accounting methods, principles or practices of an Acquired Company materially affecting the consolidated assets, liabilities or results of operations of the Business, except insofar as may have been required by Law or GAAP; (d) any damage, destruction or loss, whether or not covered by insurance, with respect to the Material Assets; (e) any new Encumbrances on any of the Equity Interests, other than Permitted Encumbrances; (f) any sale, assignment, transfer, conveyance, lease or other disposal of, any Material Assets, except for inventory, accounts receivable or other assets sold, assigned, transferred, conveyed, leased or otherwise disposed of in the Ordinary Course of Business; (g) any amendment, cancellation, written notice of non-renewal or termination of any Material Contract except in the Ordinary Course of Business; (h) with respect to the Business, any capital expenditures by an Acquired Company, or commitments by an Acquired Company to make any capital expenditures, in excess of Ten Million Dollars ($10,000,000) in the aggregate; (i) any institution or settlement by any Acquired Company of any legal proceedings which, individually or in the aggregate, would be material to the Business; (j) except to the extent accrued for in the Interim Balance Sheet or otherwise in the Ordinary Course of Business, (i) any award or payment of any bonuses to any current or former director, officer or employee of any Acquired Company, (ii) any award or payment of any deferred compensation, severance or any increase in the compensation payable by any Acquired Company to any current or former director, officer or employee of any Acquired Company, or (iii) any material increase in the coverage or benefits available to any current or former director, officer or employee of any Acquired Company under any Benefit Plan; or (k) any entry by any Acquired Company into any agreement to do anything described in Sections 4.9(a)-(j).
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Absence of Material Adverse Effect and Certain Events. Except as expressly contemplated by this Agreement or as set forth on Schedule 3.7, there has not been, related to or involving the Business: (a) from the Balance Sheet Date to the date hereof, a Material Adverse Effect or any fact, state of facts, condition, occurrence, change, development, event, effect or circumstance which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (b) from the Balance Sheet Date to the date hereof, (i) any action that would, if taken after the date of this Agreement, constitute a breach of Sections 5.1(b)(i), (ii), (iii), (iv), (v), (vii), (viii), (ix), (xi), (xii), (xiii), (xv), (xvii) or (xviii), (ii) neither Seller nor any of its Affiliates has made any bonus, profit sharing, pension, retirement or insurance payment, distribution or arrangement to or with any Business Employee except for payments required by the terms of any Benefit Plan and (iii) neither Seller nor any of its Affiliates has incurred, assumed, guaranteed or modified any Indebtedness of the type described in clauses (i) or (iii) of the definition of Indebtedness pertaining to the Purchased Assets of the Business; and (c) from November 30, 2013 to the date hereof, any action that would, if taken after the date of this Agreement, constitute a breach of Section 5.1(b)(vi).
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Absence of Material Adverse Effect and Certain Events. (a) Since December 31, 2007 and until the date hereof, there have not been any events, occurrences, changes, developments or circumstances which would have a Halcyon Material Adverse Effect. (b) Except for the Reorganization, the Halcyon Entities have not since December 31, 2007 and until the date hereof, taken any action of the type referred to in Section 6.1(b)(v), (vi), (viii), (x), (xi) or (xii).
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Absence of Material Adverse Effect and Certain Events. (a) Since December 31, 2007, and until the date hereof, there have not been any events, occurrences, changes, developments or circumstances, which have had an AAMAC Material Adverse Effect. (b) From and after December 31, 2007, AAMAC has not conducted any operations or business. (c) AAMAC has not since December 31, 2007 and until the date hereof, taken any action of the type referred to in Section 6.1(c).
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Absence of Material Adverse Effect and Certain Events. Except as set forth on Schedule 3.7, since June 30, 2011, (i) the ITO Business has been conducted in the Ordinary Course of Business and (ii) there has not been:
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Absence of Material Adverse Effect and Certain Events. (a) Except as disclosed in the Disclosure Statement, no conditions, circumstances or facts exist, and since March 31, 2007, there have not been any events, occurrences, changes, developments or circumstances, which would have a GLG Material Adverse Effect. (b) Except as disclosed in the Disclosure Statement, and except for the Reorganization, from and after March 31, 2007, the Companies have conducted the Business only in the ordinary course consistent with past practices. (c) Except as disclosed in the Disclosure Statement, and except for the Reorganization, the Companies have not since March 31, 2007 taken any action of the type referred to in Section 6.1(b).
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Absence of Material Adverse Effect and Certain Events. (a) Except as disclosed in the Disclosure Statement, no conditions, circumstances or facts exist, and since March 31, 2007, there have not been any events, occurrences, changes, developments or circumstances, which have had a Freedom Material Adverse Effect. (b) Except as disclosed in the Disclosure Statement, from and after March 31, 2007, the Buyer Group has conducted its business only in the ordinary course consistent with past practices. (c) Except as disclosed in the Disclosure Statement, the Buyer Group has not since March 31, 2007 taken any action of the type referred to in Section 6.1(b).
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Related to Absence of Material Adverse Effect and Certain Events

  • 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 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 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.

  • 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 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.

  • Absence of Adverse Changes From the date hereof until the Closing, there will have been no material adverse change in the financial or business condition of the Company.21

  • Notice of Default, Litigation and Material Adverse Effect Promptly, and in any event within three Business Days after any officer of Holdings 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 Holdings or any of its Subsidiaries (x) which, either individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect or (y) with respect to any Credit Document, or (iii) any other event, change or circumstance that has had, or would reasonably be expected to have, a Material Adverse Effect.

  • Financial Statements; No Material Adverse Effect; No Internal Control Event (a) (i) 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 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 Borrower and its Consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheets of Borrower and its Consolidated Subsidiaries dated August 31, 2006, 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 Borrower and its Consolidated 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. (d) To the best knowledge of Borrower, no Internal Control Event exists or has occurred since the date of the Audited Financial Statements that has resulted in or could reasonably be expected to result in a misstatement in any material respect, in any financial information delivered or to be delivered to Agent or Lenders, of (i) covenant compliance calculations provided hereunder or (ii) the assets, liabilities, financial condition or results of operations of Borrower and its Subsidiaries on a consolidated basis. (e) The forecasted balance sheet and statements of income and cash flows of Borrower and its Consolidated 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, Borrower’s best estimate of its future financial condition and performance.

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