Disclosure; No Material Adverse Change Sample Clauses

Disclosure; No Material Adverse Change. Neither IXC's parent's Annual Report on Form 10-K for the year ended December 31, 1996 nor any of IXC's parent's periodic reports filed with the Commission pursuant to the 1934 Act on or after March 31, 1997 (each, a "IXC Filing"), taken as a whole, as of the date of filing thereof, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements contained therein not misleading in light of the circumstances under which such statements were made. IXC's parent used reasonable efforts, in good faith, to comply in all material respects with the requirements of the Commission as to the contents of such filings. Such filings, when they were filed with the Commission, conformed as to form in all material respects to the requirements of the 1934 Act and the rules and regulations of the Commission thereunder. IXC and IXC Carrier have sufficient net worth and capital resources and expect to have sufficient cash flow from their businesses in order for IXC to be able to perform its obligations under this Agreement, the other Transaction Documents and the Contribution Agreement and for IXC Carrier to be able to perform its obligations under the Contribution Agreement. Except as disclosed by IXC in public announcements or otherwise set forth in the IXC Disclosure Schedule, there has been no material and adverse change to the business, financial condition or results of operation of IXC and its subsidiaries taken as a whole since the date of the most recent IXC Filing.
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Disclosure; No Material Adverse Change. (a) Such Borrower has disclosed to the Lender all agreements, instruments and organizational or other restrictions to which it or any of its Funds is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect with respect to such Borrower or its Funds. No Prospectus, Asset Coverage Report, Loan Notice or other report, financial statement, certificate or other information concerning each Borrower or any of its Fund furnished (whether in writing or orally) by or on behalf of such Borrower to the Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Sample 1
Disclosure; No Material Adverse Change. Neither IXC's parent's Annual Report on Form 10-K for the year ended December 31, 1996 nor any of IXC's parent's periodic reports filed with the Commission pursuant to the 1934 Act on or after March 31, 1997 (each, a "IXC Filing"), taken as a whole, as of the date of filing thereof, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements contained
Sample 1

Related to Disclosure; No Material Adverse Change

  • 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.

  • 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 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.

  • 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.

  • No Material Adverse Effect Since the date of this Agreement, there shall not have occurred any Material Adverse Effect.

  • 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.

  • 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.

  • Material Adverse Change A Material Adverse Change occurs;

  • 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.

  • No Material Adverse Change in Financial Statements All consolidated financial statements for Borrower, and any Subsidiary, delivered to Bank fairly present in all material respects Borrower's consolidated financial condition and Borrower's consolidated results of operations. There has not been any material deterioration in Borrower's consolidated financial condition since the date of the most recent financial statements submitted to Bank.

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