Events Subsequent to Fiscal Year End. Since the most recent fiscal year end of ESP there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of ESP taken as a whole. ESP and the ESP Shareholders, jointly and severally, shall indemnify, defend and hold DUI and Subsidiary, their successors and assigns, harmless from and against any order, action, cost, claim, damage, disbursement, expense, liability, loss, deficiency, obligation, penalty, fine, assessment or settlement of any kind or nature, whether foreseeable or unforeseeable, including, but not limited to, any and all attorney’s fees, costs, and other expenses, directly or indirectly, as a result of, or upon or arising from (i) any inaccuracy or breach or non-performance of any of the representations, warranties, covenants or agreements made by ESP or the ESP Shareholders in or pursuant to this Agreement, (ii) any order, action, cost, claim, damage, liability or lien arising out of ESP’s or ESP Shareholder’s conduct before or after the Closing, (iii) any third party claims against ESP or the ESP Shareholders, before or after the Closing that arise from ESP’s or ESP Shareholder’s conduct, or (iv) any loss or liability the proximate cause of which is determined to be the result of ESP’s or ESP Shareholder’s negligence or failure to comply with their respective obligations under this Agreement. DUI and/or Subsidiary, as the case may be, their successors and assigns, shall notify ESP and/or the ESP Shareholders of any claim for indemnification with reasonable promptness, and ESP’s or ESP’s legal representatives or ESP Shareholder’s or their legal representatives shall have, at their election, the right to compromise or defend any such matter involving such asserted liability of ESP and/or the ESP Shareholders through counsel of their own choosing, at the expense of ESP and the ESP Shareholders. ESP and the ESP Shareholders shall notify DUI and the Subsidiary, or their successors or assigns, in writing promptly of their intention to compromise or defend any claim and DUI and/or the Subsidiary, or their successors or assigns, shall cooperate with ESP and the ESP Shareholders, their respective counsel in compromising or defending any such claim, in accordance with Article 8 hereof. The terms of this Article 4.7 shall survive Closing.
Events Subsequent to Fiscal Year End. Since December 31, 2017, there has occurred no event or development which, individually or in the aggregate, has had, or could reasonably be expected to have in the future, Adverse Consequences.
Events Subsequent to Fiscal Year End. Since December 31, 2003, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of ALP.
Events Subsequent to Fiscal Year End. Since December 31, 2015 until the date hereof and to the Closing Date, the Company and its Subsidiaries have operated in the ordinary course of business and there has not been a Material Adverse Event.
Events Subsequent to Fiscal Year End. Since the date of NACO Balance Sheet, NACO and its Subsidiaries have conducted their businesses in the ordinary course of business, and neither NACO nor any of its Subsidiaries has experienced any change in its financial condition, business, assets, properties or prospects which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect. Since the date of NACO Balance Sheet, neither NACO nor any of its Subsidiaries has taken any of the actions or permitted to occur any of the events specified in Section 5.1(a) through (o).
Events Subsequent to Fiscal Year End. Except as disclosed in the ABC SEC Documents filed prior to the date hereof, since the date of the ABC Balance Sheet, ABC and its Subsidiaries and, to ABC's Knowledge, its Affiliated Entities have conducted their businesses in the ordinary course of business, and neither ABC nor any of its Subsidiaries or, to ABC's Knowledge, any of its Affiliated Entities has experienced any change in its financial condition, business, assets, properties or prospects, which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect. Except as set forth in Section 4.9 of the Disclosure Schedule, since the date of the ABC Balance Sheet neither ABC nor any of its Subsidiaries or, to ABC's Knowledge, any of its Affiliated Entities has taken any of the actions or permitted to occur any of the events specified in Section 5.1(a) through (o).
