Adverse Agreements; No Adverse Change Sample Clauses

Adverse Agreements; No Adverse Change. (a) Such Party is not a party to or subject to any agreement or instrument or subject to any charter or other corporate restriction or any judgment, order, writ, injunction, decree or rule specifically naming such Party which adversely affects the business, operations, properties, assets or conditions, financial or otherwise, of such Party. (b) To the best of such Party's knowledge there has not been any material adverse change in, or development materially adversely affecting the business, assets, financial position or results of operations of any of such Party since the Balance Sheet date.
Sample 1
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Adverse Agreements; No Adverse Change. (a) Summxxxxx xx not a party to or subject to any agreement or instrument or subject to any charter or other corporate restriction or any judgment, order, writ, injunction, decree or rule specifically naming Summxxxxx xxxch adversely affects the business, operations, properties, assets or conditions, financial or otherwise, of Summxxxxx. (b) To the best of Summxxxxx'x xxxwledge there has not been any material adverse change in, or development materially adversely affecting the business, assets, financial position or results of operations of any of Summxxxxx xxxce the Summxxxxx Xxxance Sheet date.
Sample 1
Adverse Agreements; No Adverse Change. (a) Xxxxxxxxx is not a party to or subject to any agreement or instrument or subject to any charter or other corporate restriction or any judgment, order, writ, injunction, decree or rule specifically naming Xxxxxxxxx which adversely affects the business, operations, properties, assets or conditions, financial or otherwise, of Xxxxxxxxx. (b) To the best of Xxxxxxxxx'x knowledge there has not been any material adverse change in, or development materially adversely affecting the business, assets, financial position or results of operations of any of Xxxxxxxxx since the Xxxxxxxxx Balance Sheet date.
Sample 1
Adverse Agreements; No Adverse Change. (a) Except as disclosed in Section 4.20 of the Disclosure ------------------------------ Schedule, the Seller is not a party to or subject to any agreement or instrument -------- or subject to any charter or other corporate restriction or any judgment, order, writ, injunction, decree, rule or regulation which
Sample 1
Adverse Agreements; No Adverse Change. (a) Except as disclosed in Section 4.21 of the Disclosure ------------------------------ Schedule, the Company is not a party to or subject to any agreement or -------- instrument or subject to any charter or other corporate restriction or any judgment, order, writ, injunction, decree, rule or regulation which adversely affects or, insofar as the Company can now foresee, may in the future adversely affect its business operations, prospects, properties, assets or conditions, financial or otherwise. (b) Except as disclosed in Section 4.21 of the Disclosure ------------------------------ Schedule, there has not been any adverse change in, or development adversely -------- affecting, the business, assets, financial position or results of operations of the Company (including, without limitation, any fire or other casualty loss to any of the assets of the Company) nor is the Company aware of any such adverse change or development which may occur in the future.
Sample 1
Adverse Agreements; No Adverse Change. (a) Except as disclosed in Section 4.20 of the Disclosure ------------------------------ Schedule, the Seller is not a party to or subject to any agreement or instrument -------- or subject to any charter or other corporate restriction or any judgment, order, writ, injunction, decree, rule or regulation which adversely affects or, insofar as the Seller can now foresee, may in the future adversely affect its business operations, prospects, properties, assets or conditions, financial or otherwise. (b) Except as disclosed in Section 4.20 of the Disclosure ------------------------------ Schedule, there has not been any adverse change in, or development adversely -------- affecting, the business, assets, financial position or results of operations of the Seller (including, without limitation, any fire or other casualty loss to any of the assets of the Seller) nor is the Seller aware of any such adverse change or development which may occur in the future.
Sample 1
Adverse Agreements; No Adverse Change. (a) Company is not a party to or subject to any agreement or instrument or subject to any charter or other corporate restriction or any judgment, order, writ, injunction, decree, rule or regulation which, to the knowledge of Seller or Company, would have a Material Adverse Effect. (b) Since December 31, 1995, there has not been any Material Adverse Effect in, or development materially and adversely affecting the business, assets, financial position or results of operations of Company nor is Seller or Company aware of any such Material Adverse Effect or development which is likely to occur in the future and of which change or development Buyer has no knowledge nor reasonably should have been expected to have knowledge given Buyer's current business operations. Notwithstanding the foregoing, any Material Adverse Effect or development in general economic, political or legal conditions applicable to the Company and similarly situated Persons generally shall not constitute a breach of the representation and warranty set forth in this Section 2.25.
Sample 1
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Adverse Agreements; No Adverse Change. (a) Such Party is not a party to or subject to any agreement or instrument or subject to any charter or other corporate restriction or any judgment, order, writ, injunction, decree or rule specifically naming such Party which adversely affects the business, operations, properties, assets or conditions, financial or otherwise, of such Party. (b) To the best of such Party's knowledge there has not been any material adverse change in, or development materially adversely affecting the business, assets, financial
Sample 1
Adverse Agreements; No Adverse Change. (a) The Company is not a party to nor subject to any agreement, instrument, charter or other corporate restriction, judgment, order, writ, injunction, decree, rule or regulation that adversely affects the Company or its business operations, prospects, assets or condition, financial or otherwise. (b) Since September 30, 2000, there has not been any Material adverse change in, nor any development materially adversely affecting, the Company's business, assets, financial position or results of operations (including, without limitation, any fire or other casualty loss to any of the assets or properties of the Company).
Sample 1

Related to Adverse Agreements; No Adverse Change

  • No Material Adverse Change in Business Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

  • 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.

  • Financial Condition; No Adverse Change The Borrower has furnished to the Lender its audited financial statements for its fiscal year ended June 30, 2001 and unaudited financial statements for the fiscal-year-to-date period ended March 31, 2002, and those statements fairly present the Borrower's financial condition on the dates thereof and the results of its operations and cash flows for the periods then ended and were prepared in accordance with generally accepted accounting principles. Since the date of the most recent financial statements, there has been no change in the Borrower's business, properties or condition (financial or otherwise) which has had a Material Adverse Effect.

  • 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 Change in Financial Statements All consolidated and consolidating financial statements related to Borrower and any Subsidiary that are delivered by Borrower to Bank fairly present in all material respects Borrower’s consolidated and consolidating financial condition as of the date thereof and Borrower’s consolidated and consolidating results of operations for the period then ended. There has not been a material adverse change in the consolidated or in the consolidating financial condition of Borrower since the date of the most recent of such financial statements submitted to Bank.

  • No Adverse Change Any adverse change in the financial condition, assets, liabilities, business, prospects or operations of Company;

  • Material Adverse Change A Material Adverse Change occurs;

  • Material Adverse Changes Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the judgment of the Agent there shall not have occurred any Material Adverse Change; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.

  • No Material Adverse Change No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

  • Financial Statements; Material Adverse Change The consolidated balance sheet of such Borrower and its Subsidiaries, as at December 31, 2020, and the related consolidated statements of income, retained earnings and cash flows of such Borrower and its Subsidiaries, certified by PricewaterhouseCoopers LLP, independent public accountants, and the unaudited consolidated balance sheet of such Borrower and its Subsidiaries, as at June 30, 2021, and the related consolidated statements of income, retained earnings and cash flows of such Borrower and its Subsidiaries, for the six months then ended, copies of which have been furnished to each Lender and each Fronting Bank, in all cases as amended and restated to the date hereof, present fairly in all material respects the consolidated financial position of such Borrower and its Subsidiaries as at the indicated dates and the consolidated results of the operations of such Borrower and its Subsidiaries for the periods ended on the indicated dates, all in accordance with GAAP consistently applied (in the case of such statements that are unaudited, subject to year-end adjustments and the exclusion of detailed footnotes). Except as disclosed in the Disclosure Documents, there has been no change, event or occurrence since December 31, 2020 that has had a Material Adverse Effect with respect to such Borrower.

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