Absence of Material Adverse Effects. Since June 30, 2010, and except as otherwise disclosed on Schedule 4.12, the Company has conducted its businesses only in the ordinary and usual course and in a manner consistent with past practices and, since such date: (a) there has been no Material Adverse Effect; and (b) the Company has not engaged or agreed to engage in any of the actions described below:
(a) amend or otherwise change its Organizational Documents;
(b) issue, sell or authorize for issuance or sale, shares of any class of its securities (including, but not limited to, by way of stock split or dividend) or any subscriptions, options, warrants, rights or convertible securities, or enter into any agreements or commitments of any character obligating them to issue or sell any such securities;
(c) redeem, purchase or otherwise acquire, directly or indirectly, any shares of its capital stock or any option, warrant or other right to purchase or acquire any such shares;
(d) declare or pay any dividend or other distribution (whether in cash, stock or other property) with respect to its capital stock or repay any irrevocable capital contribution;
(e) sell, transfer, surrender, abandon or dispose of any of its assets or property rights (tangible or intangible), except in the ordinary course of business consistent with past practices;
(f) grant or make any Lien or subject itself or its properties or assets to any Lien, except in the ordinary course of business consistent with past practices;
(g) grant any license or sublicense of any right under or with respect to any Intellectual Property;
(h) create, incur or assume any indebtedness or any Liability, except in the ordinary course of business consistent with past practices;
(i) make or commit to make any capital expenditures;
(j) grant or become subject to any Guaranty;
(k) apply any of their respective assets to the direct or indirect payment, discharge, satisfaction or reduction of any amount payable directly or indirectly by, to or for the benefit of the Company or any Affiliate thereof or to the prepayment of any such amounts or engage in any transactions with any Affiliate;
(l) write off the value of any assets, inventory or any accounts receivable or increase, the reserves for obsolete, damaged, spoiled or otherwise not usable inventory or doubtful or uncollectable receivables;
(m) increase the compensation payable or to become payable to directors, officers or employees, other than increases in the ordinary course of business and consistent...
Absence of Material Adverse Effects. Lender shall have determined that no Material Adverse Effect has occurred since Borrower’s submission of the Evaluation Information and there are no facts or circumstances existing and not previously disclosed in writing to Lender with respect to any Borrower or Guarantor, the Collateral, the seller, if any, of any Collateral, any other person representing or otherwise acting on behalf of any Borrower or Guarantor, or the transaction that, in Lender’s judgment, are inconsistent in a material and adverse manner with any such Evaluation Information that, if known to Lender, would have caused Lender not to agree to make the Loan to the Borrower.
Absence of Material Adverse Effects. From the Agreement Date to the Closing, there shall be and have been no change in the financial condition, assets or business of Acquiror that has had or would reasonably be expected to have a Material Adverse Effect on Acquiror on a consolidated basis.
Absence of Material Adverse Effects. Since April 30, 2022, each Target Company has conducted its business only in the ordinary and usual course and in a manner consistent with past practices and, since such date there has been no Material Adverse Effect relating to either Target Company and such Target Company has not engaged or agreed to engage in any actions described in Section 8.02.
Absence of Material Adverse Effects. Since December 31, 2021, the Company has conducted its business only in the ordinary and usual course and in a manner consistent with past practices and, since such date there has been no Material Adverse Effect relating to the Company. For the purposes of this Agreement, the term “Material Adverse Effect” shall mean any event, occurrence, fact, condition or change that is materially adverse to (a) the business, results of operations, condition (financial or otherwise) prospects or assets of any Party, or (b) the ability of any Party to consummate the Transaction.
Absence of Material Adverse Effects. Except as contemplated by Schedule 5.26, since December 31, 2012, Sellers have conducted their business only in the ordinary and usual course and in a manner consistent with past practices and, since such date there has been no Material Adverse Effect and Sellers have not engaged or agreed to engage in any actions described in Section 7.1.
Absence of Material Adverse Effects. From the Agreement Date to the Closing, there shall be and have been no change in the financial condition, assets or business of the Bank that has had or would reasonably be expected to have a Material Adverse Effect on the Bank.
Absence of Material Adverse Effects. Since the date of this Agreement, no Suiza Material Adverse Effect shall have occurred.
Absence of Material Adverse Effects. Since December 31, 2017, each Company has conducted its business only in the ordinary and usual course and in a manner consistent with past practices and, since such date there has been no Material Adverse Effect and such Company has not engaged or agreed to engage in any actions described in Section 8.1(b)(i)–(xxiii).
Absence of Material Adverse Effects. There shall have been no change in the Business, financial condition, or results of operations of the Seller since December 31, 2004, which has had a Material Adverse Effect or reasonably could be expected to have a Material Adverse Effect.
