Absence of Undisclosed Changes. Except as disclosed in the Disclosure Letter, there has not been any material change in the capital, assets, liabilities or obligations (absolute, accrued, contingent or otherwise) of Pengrowth from the position set forth in the Financial Statements (other than as have been disclosed in the Public Record on or prior to Agreement Date) and Pengrowth has not incurred or suffered a material adverse change since January 1, 2019 (other than as have been disclosed in the Public Record on or prior to Agreement Date) and since that date there have been no material facts, transactions, events or occurrences which would have a material adverse effect on Pengrowth which have not been disclosed in the Public Record.
Absence of Undisclosed Changes. There has not been any material change in the capital, assets, liabilities or obligations (absolute, accrued, contingent or otherwise) of Baytex on a consolidated basis from the position set forth in the Baytex Financial Statements (other than as have been disclosed in the Baytex Public Record on or prior to the Agreement Date) and Baytex has not incurred or suffered a material adverse change since January 1, 2017 and since that date there have been no material facts, transactions, events or occurrences which would have a material adverse effect on the Baytex Group (taken as a whole) which have not been disclosed in the Baytex Public Record.
Absence of Undisclosed Changes. There has not been any material change in the capital, assets, liabilities or obligations (absolute, accrued, contingent or otherwise) of Raging River from the position set forth in the Raging River Financial Statements (other than as have been disclosed in the Raging River Public Record on or prior to the Agreement Date) and Raging River has not incurred or suffered a material adverse change since January 1, 2017 and since that date there have been no material facts, transactions, events or occurrences which would have a material adverse effect on Raging River which have not been disclosed in the Raging River Public Record.
Absence of Undisclosed Changes. There has not been any Material Change in the capital, assets, liabilities or obligations (absolute, accrued, contingent or otherwise) of Madison on a consolidated basis from the position set forth in the Madison Financial Statements (other than as have been disclosed in the Madison Public Record) and Madison has not incurred or suffered a Material Adverse Change since 31 December 2014 and since that date there have been no material facts, transactions, events or occurrences which would have a Material Adverse Effect on the capital, assets, liabilities or obligations (absolute, accrued, contingent or otherwise), condition (financial or otherwise) or results of the operations of Madison (taken as a whole) which have not been disclosed in the Madison Public Record.
Absence of Undisclosed Changes. There has not been any Material Adverse Change in the capital, assets, liabilities or obligations (absolute, accrued, contingent or otherwise) of Crew from the position set forth in the Crew Financial Statements (other than as have been disclosed in the Crew Public Record) and Crew has not incurred or suffered a Material Adverse Change since December 31, 2023 (other than as have been disclosed in the Crew Public Record) and since that date there have been no material facts, transactions, events or occurrences which would have a Material Adverse Effect on the capital, assets, liabilities or obligations (absolute, accrued, contingent or otherwise), condition (financial or otherwise) or results of the operations of Crew (taken as a whole) which have not been disclosed in the Crew Public Record.
Absence of Undisclosed Changes. Since June 30, 1999, other than as set forth on Schedule 3.23, there has not been (a) any damage, destruction or loss (whether or not covered by insurance) with respect to any Property or asset of the Seller, or (b) any entry by the Seller into any commitment or transaction material to the Seller other than in the ordinary course of business. In addition, since June 30, 1999, other than as set forth on Schedule 3.23, and other than the transactions contemplated by this Agreement, (i) the Seller has not incurred any liabilities except liabilities incurred in the ordinary course of business consistent with past practices, (ii) the Seller has used commercially reasonably efforts to conduct its businesses only in the ordinary course of business consistent with past practices, (iii) there has not been (a) any change by the Seller in its accounting methods, principles and practices, (b) any reevaluation by the Seller of any assets (other than write-offs of accounts receivable), (c) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the Seller or any redemption, purchase or other acquisition of any of its securities, (d) any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the rate of compensation payable or to become payable to any officer or key employee of the Seller, (e) any amendment to its Certificate of Incorporation or Bylaws or any issuance, sale, grant, pledge, purchase, redemption, or encumbrance, or split, combination or reclassification, or agreement or commitment to issue, sell, grant, pledge, purchase, redeem, or otherwise encumber, or split, combine or reclassify, any shares of its capital stock; or any grant, issuance, creation, sale, pledge, purchase, redemption or otherwise any encumbrance or agreement to grant, issue, sell, pledge, purchase, redeem, or otherwise encumber any options, warrants or rights to purchase shares of its capital stock or securities of any kind convertible into or exchangeable for shares of its capital stock, or declaration, set aside, payment of any dividend or other distribution in respect of its capital stock, (f) any distributions or payments of any kind (other than ...
Absence of Undisclosed Changes. Since September 30, 2007 until the date hereof, and except as set forth in Schedule 2.8 of the Company Disclosure Schedule, there has not been to the Company’s knowledge:
Absence of Undisclosed Changes. There has not been any Material Change in the capital, assets, liabilities or obligations (absolute, accrued, contingent or otherwise) of Petrus on a consolidated basis from the position set forth in Petrus Financial Statements (other than as has been disclosed in the Petrus Disclosure Letter) and Petrus has not incurred or suffered a Material Adverse Change since December 31, 2014 and since that date there have been no Material Facts, transactions, events or occurrences which would have a Material Adverse Effect on the capital, assets, liabilities or obligations (absolute, accrued, contingent or otherwise), condition (financial or otherwise) or results of the operations of Petrus which have not been disclosed in Petrus Disclosure Letter and would or could reasonably be expected to materially impact the ability of Petrus to consummate the Arrangement in accordance with the terms of this Agreement.
Absence of Undisclosed Changes. There has not been any Material Change in the capital, assets, liabilities or obligations (absolute, accrued, contingent or otherwise) of PhosCan on a consolidated basis from the position set forth in the PhosCan Financial Statements (other than as has been disclosed in the PhosCan Public Record) and PhosCan has not incurred or suffered a Material Adverse Change since January 31, 2015 and since that date there have been no Material Facts, transactions, events or occurrences which would have a Mat erial Adverse Effect on PhosCan which have not been disclosed in the PhosCan Public Record or the PhosCan Disclosure Letter.
Absence of Undisclosed Changes. There has not been any Material Change in the capital, assets, liabilities or obligations (absolute, accrued, contingent or otherwise) of Sea Dragon on a consolidated basis from the position set forth in the Sea Dragon Financial Statements (other than as have been disclosed in the Sea Dragon Public Record) and Sea Dragon has not incurred or suffered a Material Adverse Change since 31 December 2014 and since that date there have been no material facts, transactions, events or occurrences which would have a Material Adverse Effect on the capital, assets, liabilities or obligations (absolute, accrued, contingent or otherwise), condition (financial or otherwise) or results of the operations of Sea Dragon (taken as a whole) which have not been disclosed in the Sea Dragon Public Record.
