CERTAIN ADVERSE CHANGES Sample Clauses

CERTAIN ADVERSE CHANGES. Except as set forth on SCHEDULE 4.1(o), since January 1, 2002, there has not been: (i) any creation or assumption by the Railroad Subsidiaries of any Lien (other than Permitted Liens) on any Acquired Asset other than in the ordinary course of business consistent with past practices; (ii) any transaction or commitment made, or any contract or agreement entered into, by the Railroad Subsidiaries relating to the Business or any Acquired Asset (including the acquisition or disposition of any such assets) or any relinquishment by the Railroad Subsidiaries of any contract or other right, in any such case, that is material to the Business, taken as a whole; (iii) any damage, destruction or other casualty loss (whether or not covered by insurance) or condemnation or other governmental taking or sale in lieu thereof affecting the Business or any Acquired Asset which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect.
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CERTAIN ADVERSE CHANGES. The Company and the Stockholders acknowledge that, since December 31, 1999, there have not been any material or adverse changes in the financial condition, operations or business of the Company from that shown in the Financial Information. Except as and to the extent described in Schedule 2.7 annexed hereto (which Schedule may make reference to any other Schedule hereto or to any other document(s) referred to in this Agreement which has heretofore been delivered to Mergerco), since December 31, 1999, the business of the Company has continued to be operated only in the ordinary course, and there has not been: (a) Any damage, destruction or loss, whether covered by insurance or not, materially and adversely affecting the business, operations, assets, properties, financial condition or prospects of the Company; or (b) Any declaration, setting aside or payment of any dividend or other distribution with respect to the Stock, any other payment of any kind by the Company to any of its stockholders or any of their respective Affiliates, any forgiveness of any debt or obligation owed to the Company by any of its stockholders or any of their respective Affiliates, or any direct or indirect redemption, purchase or other acquisition by the Company of any capital stock of the Company.
Sample 1
CERTAIN ADVERSE CHANGES. Except as specifically required, permitted or effected by this Agreement, and except as set forth on Exhibit 4.17, since December 31, 1995 there has not been, occurred or arisen any of the following (whether or not in the ordinary course of business unless otherwise indicated): (a) Any materially adverse change in any of the assets, liabilities, permits, methods of accounting or accounting practice, or manner of conducting business, of Bank or any other event or development that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, Permits, business, financial condition, or results of operations of Bank or which should be disclosed in order to make the Bank Financial Statements not misleading. (b) Any damage, destruction or other casualty loss (whether or not covered by insurance) that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, business, financial condition, or results of operations of Bank or that may involve a loss of more than $50,000 in excess of applicable insurance coverage; or (c) Any amendment, modification or termination of any existing, or entry into any new, Material Contract or Permit that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, business, financial condition, or results of operations of Bank; (d) Any disposition by Bank of an asset the lack of which has had or may reasonably be expected to have a material adverse effect on the business, financial condition, or results of operations of Bank; or (e) Any direct or indirect redemption, purchase or other acquisition by Bank of any Equity Securities or any declaration, setting aside or payment of any dividend or other distribution on or in respect of Bank Stock whether consisting of money, other personal property, real property or other things of value.
Sample 1
CERTAIN ADVERSE CHANGES. Tek acknowledges that, since March 31, 2000, there have not been any material or adverse changes in the financial condition, operations or business of Tek from that shown in the Tek Financial Statements. Except as and to the extent described in Schedule 3.12 annexed hereto, since March 31, 2000, the business of Tek has continued to be operated only in the ordinary course, and there has not been any damage, destruction or loss, whether covered by insurance or not, materially and adversely affecting the business, operations, assets, properties, financial condition or prospects of Tek.
Sample 1
CERTAIN ADVERSE CHANGES. Except as specifically required, permitted or effected by this Agreement, ------------------------- since December 31, 2001 there has not been, occurred or arisen any of the following (whether or not in the ordinary course of business unless otherwise indicated): (a) Any change in any of the assets, liabilities, Permits, methods of accounting or accounting practice, business, or manner of conducting business, of Western or the Western Subsidiaries or any other event or development that has had or may reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, financial condition, results of operations or prospects of Western on a consolidated basis; (b) Any damage, destruction or other casualty loss (whether or not covered by insurance) that has had or may reasonably be expected to have a material adverse effect on the business, financial condition, results of operations or prospects of Western on a consolidated basis or that may involve a loss of more than $25,000 in excess of applicable insurance coverage; or (c) Any amendment, modification or termination of any existing, or entry into any new, material contract or Permit that has had or may reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, financial condition, results of operations or prospects of Western on a consolidated basis; (d) Any disposition by Western or any Western Subsidiary of an asset the lack of which has had or may reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, financial condition, results of operations or prospects of Western or the Western Subsidiaries; or (e) Any direct or indirect redemption, purchase or other acquisition by Western or any Western Subsidiary of any equity securities or any declaration, setting aside or payment of any dividend or other distribution on or in respect of Western Stock whether consisting of money, other personal property, real property or other things of value.
Sample 1
CERTAIN ADVERSE CHANGES. Except as specifically required, permitted or effected by this Agreement, since December 31, 2000 ----------------------- there has not been, occurred or arisen any of the following (whether or not in the ordinary course of business unless otherwise indicated): (a) Any change in any of the assets, liabilities, Permits, methods of accounting or accounting practice, business, or manner of conducting business, of Bancorp, Western or the Bancorp Subsidiaries or any other event or development that has had or may reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, financial condition, results of operations or prospects of Bancorp on a consolidated basis; (b) Any damage, destruction or other casualty loss (whether or not covered by insurance) that has had or may reasonably be expected to have a material adverse effect on the business, financial condition, results of operations or prospects of Bancorp on a consolidated basis or that may involve a loss of more than $25,000 in excess of applicable insurance coverage; or (c) Any amendment, modification or termination of any existing, or entry into any new, material contract or Permit that has had or may reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, financial condition, results of operations or prospects of Bancorp on a consolidated basis; (d) Any disposition by Bancorp, Western or any Bancorp Subsidiary of an asset the lack of which has had or may reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, financial condition, results of operations or prospects of Bancorp, Western or the Bancorp Subsidiaries; or (e) Any direct or indirect redemption, purchase or other acquisition by Bancorp, Western or any Bancorp Subsidiaries of any equity securities or any declaration, setting aside or payment of any dividend or other distribution on or in respect of Bancorp Stock whether consisting of money, other personal property, real property or other things of value.
Sample 1

Related to CERTAIN ADVERSE CHANGES

  • No Adverse Changes Except as contemplated in the Prospectus, subsequent to the respective dates as of which information is given in the Prospectus, neither the Company nor any of its Subsidiaries shall have incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its capital stock; and there shall not have been any change in the capital stock (other than a change in the number of outstanding Common Shares due to the issuance of shares upon the exercise of outstanding options or warrants), or any material change in the short-term or long-term debt of the Company, or any issuance of options, warrants, convertible securities or other rights to purchase the capital stock of the Company or any of its Subsidiaries, or any development involving a prospective Material Adverse Effect (whether or not arising in the ordinary course of business), or any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, incurred by the Company or any Subsidiary, the effect of which, in any such case described above, in the Agent’s judgment, makes it impractical or inadvisable to offer or deliver the Shares on the terms and in the manner contemplated in the Prospectus.

  • 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.

  • Adverse Changes Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably could have or result in a 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

  • No Material Adverse Changes There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror and its subsidiaries, taken as a whole.

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

  • 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.

  • Material Adverse Change A Material Adverse Change occurs;

  • 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.

  • Adverse Change A material adverse change occurs in Borrower’s financial condition, or Lender believes the prospect of payment or performance of the Loan is impaired. Insecurity. Lender in good faith believes itself insecure.

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