Certain Material Changes Clause Samples

Certain Material Changes. Except as specifically required, permitted or effected by this Agreement or as disclosed in any GBB Filings, 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 practices, business, or manner or conducting business, of GBB or its subsidiaries 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, results of operations or prospects of GBB 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 assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basis; (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, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basis; or (d) any disposition by GBB of an asset the lack of which has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basis.

Certain Material Changes. Since August 31, 2007, and prior to the date hereof, Company and Company Sub have conducted their businesses in the ordinary course consistent with past practice, except for the negotiation of and entry into this Agreement and except for the Restructuring and the Spin Off. Except as set forth on Section 4.17 of the Company Disclosure Letter, since August 31, 2007 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 methods of accounting or accounting practices, business, or manner of conducting business, of Company or Company Sub or any other event or development that has had or would have, individually or in the aggregate, a Material Adverse Effect; (b) any damage, destruction or other casualty loss (whether or not covered by insurance) to any property of Company or its Subsidiaries that has had or would have a Material Adverse Effect; (c) any amendment, modification or termination of any existing, or entry into any new Contract or permit that has had or would have a Material Adverse Effect; (d) any disposition by Company or Company Sub of an asset the lack of which has had or would have a Material Adverse Effect; or (e) any direct or indirect redemption, purchase or other acquisition by Company of any equity securities or any declaration, setting aside or payment of any dividend or other distribution on or in respect of Company Stock whether consisting of money, other personal property, real property or other things of value (except for the declaration by the Board of Directors of Company of a semi-annual cash dividend, payable on December 19, 2007 to Company stockholders of record as of December 5, 2007 and the subsequent payment of such dividends).

Certain Material Changes. Except as specifically required, permitted or effected by this Agreement, or as disclosed in the Company SEC Documents, since March 31, 2005, 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, results of operations, permits, methods of accounting or accounting practices, business, or manner of conducting business, of Company or the Company Subsidiaries or any other event or development that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) any damage, destruction or other casualty loss (whether or not covered by insurance) that has had, or would reasonably be expected to have, a Material Adverse Effect; (c) any amendment, modification or termination of any existing, or entry into any new, material contract or permit that has had, or would reasonably be expected to have, a Material Adverse Effect; (d) any disposition by Company or the Company Subsidiaries of an asset the lack of which has had, or would reasonably be expected to have, a Material Adverse Effect; or (e) any direct or indirect redemption, purchase or other acquisition by Company or the Company Subsidiaries of any equity securities or any declaration, setting aside or payment of any dividend or other distribution on or in respect of Company Stock whether consisting of money, other personal property, real property or other things of value (except for dividends permitted by Section 6.1(b), regular quarterly cash dividends and acquisitions of Company Stock pursuant to cashless exercise provisions of any Company Stock Options or pursuant to the surrender of shares to Company or the withholding of shares by Company to cover tax withholding obligations under Company Stock Plans).

Certain Material Changes. Except as specifically required, ------------------------ permitted or effected by this Agreement or as disclosed in the GBB Filings, since March 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 practices, business, or manner or conducting business, of GBB or its Subsidiaries or any other event or development that has had or may reasonably be expected to have a Material Adverse Effect on GBB; (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 GBB; (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 GBB; or (d) any disposition by GBB or any of its Subsidiaries of an asset the lack of which has had or may reasonably be expected to have a Material Adverse Effect on GBB.

Certain Material Changes. Except as specifically required, permitted ------------------------ or effected by this Agreement or as disclosed in a list furnished by CAPCO to GBB (the "Material Changes List"), since December 31, 1999 there has not been, occurred or arisen any of the following (whether or not in the ordinary course of business) with respect to CAPCO: (a) Any change in any of the assets, liabilities, permits, methods of accounting or accounting practices, business or manner of conducting business, of CAPCO or any other event or development that has had or could reasonably be expected to have a Material Adverse Effect; (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 or that may involve a loss of more than $50,000 in excess of applicable insurance coverage; (c) Any amendment, modification or termination of any existing, or entry into any new contract or permit otherwise than in the ordinary course of business; (d) Any disposition by CAPCO of any asset otherwise than in the ordinary course of business; or (e) Any direct or indirect redemption, purchase or other acquisition by CAPCO of any equity securities or any declaration, setting aside or payment of any dividend (except, in the case of the declaration, setting aside or payment of a cash dividend or distribution, as disclosed in the Financial Statements of CAPCO) or other distribution on or in respect of CAPCO Stock whether consisting of money, other personal property, real property or other things of value.

Certain Material Changes. Except as specifically required, permitted or effected by this Agreement, or as disclosed in the Company SEC Documents, since December 31, 2003, 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 practices, business, or manner of conducting business, of Company or the Company Subsidiaries or any other event or development that has had, individually or in the aggregate, a Material Adverse Effect; (b) any damage, destruction or other casualty loss (whether or not covered by insurance) that has had Material Adverse Effect; (c) any amendment, modification or termination of any existing, or entry into any new, material contract or permit that has had a Material Adverse Effect; (d) any disposition by Company or the Company Subsidiaries of an asset the lack of which has had a Material Adverse Effect; or (e) any direct or indirect redemption, purchase or other acquisition by Company or the Company Subsidiaries of any equity securities or any declaration, setting aside or payment of any dividend or other distribution on or in respect of Company Stock whether consisting of money, other personal property, real property or other things of value (except for dividends permitted by Section 6.1(b)).

Certain Material Changes. Except as disclosed in the Company SEC Documents filed prior to the date hereof, since October 31, 2007, the Company and its Subsidiaries have conducted their respective businesses in the ordinary course of business and 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 methods of accounting or accounting practices, business, or manner of conducting business, of Company or any of its Subsidiaries or any other event or development that has had, individually or in the aggregate, a Material Adverse Effect; (b) any damage, destruction or other casualty loss (whether or not covered by insurance) that has had a Material Adverse Effect; (c) any amendment, modification or termination of any existing, or entry into any new, material contract or permit, that has had a Material Adverse Effect; (d) any disposition by Company or any of its Subsidiaries of an asset the lack of which has had a Material Adverse Effect; or (e) any direct or indirect redemption, purchase or other acquisition by Company or any of its Subsidiaries of any equity securities or any declaration, setting aside or payment of any dividend or other distribution on or in respect of Company Stock whether consisting of money, other personal property, real property or other things of value (except for dividends permitted by Section 6.1(b)).

Certain Material Changes. Except as specifically required, permitted or effected by this Agreement or as disclosed in any CVB Filings, since June 30, 2004, there has not been, occurred or arisen any of the following (whether or not in the ordinary course of business unless otherwise indicated): 5.7.1 Any change in any of the assets, liabilities, permits, methods of accounting or accounting practices, business, or manner or conducting business, of CVB or its 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 CVB on a consolidated basis; 5.7.2 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 CVB on a consolidated basis; 5.7.3 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 business, financial condition, results of operations or prospects of CVB on a consolidated basis; or 5.7.4 Any disposition by CVB or CBB 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, results of operations or prospects of CVB on a consolidated basis.

Certain Material Changes. Except as set forth in a list delivered by HFB and Hemet to TI (the "HFB Material Adverse Effect List") or in the financial statements and notes thereto to be included in HFB's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 in the form delivered by HFB to TI (the "HFB Financial Statements List"), since June 30, 1998, 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 practices, business, or manner of conducting business, of HFB, Hemet or the HFB Subsidiary, or any other event or development that has had or may reasonably be expected to have a Material Adverse Effect; (b) Any event or circumstance that, individually or taken together with all other events and circumstances, has had or may reasonably be expected to have a Material Adverse Effect; or (c) Any direct or indirect redemption, purchase or other acquisition by HFB, Hemet or the HFB Subsidiary of any equity securities or any declaration, setting aside or payment of any dividend or other distribution on or in respect of HFB Stock whether consisting of money, other personal property, real property or other things of value.