Certification of No Material Adverse Change Sample Clauses

Certification of No Material Adverse Change. The Company shall have delivered to the Investor a certificate, dated the date of the Closings, of the Chief Executive Officer of the Corporation certifying that since the Statement Date, there has hot been any material adverse change in the financial condition or operations of the Company, and that except to the extent reflected in the Financial Statements referred to in Section 3.16 (or in such later audited financial statements, as the case may be), and except for liabilities arising in the ordinary. course of business (none of which liabilities either alone or in the aggregate are material either in nature or amount to the business of the Company), the Company has no material accrued or contingent liabilities which are not specifically described in such Financial Statements.
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Certification of No Material Adverse Change. The Company shall have delivered to the Investor a certificate, dated the date of the Closing, of the Chief Financial Officer of the Corporation certifying that since December 31, 2001, there has not been any material adverse change in the financial condition or operations of the Company.
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Certification of No Material Adverse Change. UTStarcom - interWAVE Amendment to OEM Agreement September 27, 2002 I, Xxx Xxxxxxxx, Chief Financial Officer of interWAVE Communications International, Ltd. (the “Company”) represent, to the best of my knowledge and belief, that since June 30, 2002, there has not been any material adverse change in the financial position or results of operations of the Company other than that described in Section 3.12 of the Stock Purchase Agreement and in the Schedule of Exceptions. INTERWAVE COMMUNICATIONS INTERNATIONAL, LTD. /s/ XXX XXXXXXXX Xxx Xxxxxxxx Chief Financial Officer Exhibit B Specifications - Statement of Work UTStarcom - interWAVE Amendment to OEM Agreement September 27, 2002 The parties will meet upon signing of the Amendment to OEM Agreement to develop a detailed written Statement of Work (“SOW”), and a written Product Specification from the SOW. The SOW shall include the following: [***] The parties will send people from [***] and from [***] to develop the written SOW. Each party will appoint a project manager as the single point of contact for the project. [***] will be the project manager for interWAVE. A preliminary SOW is attached and will be superceded by the SOW created. Exhibit C Delivery Schedule UTStarcom - interWAVE Amendment to OEM Agreement September 27, 2002 (= Amendment Effective Date) The parties shall complete the Statement of Work and interWAVE shall develop the interface between the UTSI iPAS, using a third party media gateway, as follows: Development Milestones [***] - Milestones Completion Date [***] UTStarcom must provide [***] to work [***] on the project. interWAVE/GBase will staff the project with [***]. UTStarcom must provide [***] for the project by [***]. Development will begin, and all completion dates are measured from [***] Development will proceed in parallel to the preparation of the detailed written Statement of Work and the written Product Specification, to be completed by [***]. The development schedule for an alternative path shall be defined by the Statement Work. PREFERRED ESCROW AGREEMENT
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Related to Certification of No Material Adverse Change

  • No Material Adverse Changes Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (i) there shall not have been a Material Adverse Change, (ii) the Company shall not have incurred any material liabilities or obligations, direct or contingent, (iii) the Company shall not have entered into any material transactions not in the ordinary course of business other than pursuant to this Agreement and the transactions referred to herein, (iv) the Company shall not have issued any securities (other than the Securities or the Shares issued in the ordinary course of business pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, General Disclosure Package and the Prospectus) or declared or paid any dividend or made any distribution in respect of its capital stock of any class or debt (long-term or short-term), and (v) no material amount of the assets of the Company shall have been pledged, mortgaged or otherwise encumbered.

  • 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 Condition; No Material Adverse Change (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 reported on by Ernst & Young, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 2014, certified by its chief financial officer. 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.

  • Absence of Material Adverse Change On the Closing Date, no circumstance shall exist that constitutes a REIT II Material Adverse Effect.

  • Financial Condition; No Material Adverse Effect (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present the financial condition of the Borrower and its subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

  • No Material Adverse Effects At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any Material Adverse Effect.

  • Notice of Material Adverse Change Promptly inform Lender of (i) any and all material adverse changes in Borrower’s financial condition, and (ii) all claims made against Borrower which could materially affect the financial condition of Borrower.

  • 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.

  • No Material Adverse Effect or Ratings Agency Change For the period from and after the date of this Agreement and prior to the Closing Date:

  • 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.

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