Financial Condition Material Adverse Change Sample Clauses

Financial Condition Material Adverse Change. On the date hereof it is, and on the date of each transfer of a Receivable hereunder (both before and after giving effect to such transfer) shall be, Solvent. There has been no Material Adverse Change with respect to the Sellers and the Parents, taken as a whole or the related Account Debtor of a Purchased Receivable on such Purchase Date since December 31, 2011; provided, that the representations in this sentence with respect to an Account Debtor shall not be applicable with respect to the Purchased Receivables of any other Account Debtor.
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Financial Condition Material Adverse Change. On the date hereof, Seller is, and on the date of each transfer of a Receivable hereunder (both before and after giving effect to such transfer) shall be, Solvent. There has been no Material Adverse Change with respect to Seller or Parent since the Effective Date.
Sample 1
Financial Condition Material Adverse Change. None of the following shall have been done by, against or with respect to Seller or Current Operator prior to the Close of Escrow: (i) the commencement of a case under Title 11 of the U.S. Code (as now constituted or hereafter amended) or under any other applicable bankruptcy or other similar law; (ii) the appointment of a trustee or receiver of any property interest; (iii) an assignment for the benefit of creditors; (iv) an attachment, execution or other judicial seizure of a substantial property interest with respect to the Property; (v) the taking of, failure to take or submission to any action indicating an inability to meet its financial obligations as they accrue and Seller is unable as result thereof to fulfill its obligations under this Agreement; (vi) a dissolution or liquidation; or (vii) any material adverse change in the financial condition of the Facilities or physical condition of the Property from the financial condition of the Facilities or physical condition of the Property, respectively, as of the Effective Date.
Sample 1
Financial Condition Material Adverse Change. None of the following shall have been done by, against or with respect to Seller or Hospital Tenant prior to the Close of Escrow: (i) the commencement of a case under Title 11 of the U.S. Code (as now constituted or hereafter amended) or under any other applicable bankruptcy or other similar law; (ii) the appointment of a trustee or receiver of any property interest; (iii) an assignment for the benefit of creditors; (iv) an attachment, execution or other judicial seizure of a substantial property interest; (v) the taking of, failure to take or submission to any action indicating an inability to meet its financial obligations as they accrue; (vi) a dissolution or liquidation; or (vii) any material adverse change in its financial condition.
Sample 1
Financial Condition Material Adverse Change. None of the following shall have been done by, against or with respect to Seller or Hospital Tenant during the period commencing on the Due Diligence Expiration Date and extending through the Close of Escrow:
Sample 1
Financial Condition Material Adverse Change. None of the following shall have been done by, against or with respect to Seller or any of its affiliates prior to the Close of Escrow: (i) the commencement of a case under Title 11 of the U.S. Code (as now constituted or hereafter amended) or under any other applicable bankruptcy or other similar law; (ii) the appointment of a trustee
Sample 1
Financial Condition Material Adverse Change. None of the following shall have been done by, against or with respect to any Seller or Master Tenant or any of their affiliates prior to the Close of Escrow: (i) the commencement of a case under Title 11 of the U.S. Code (as now constituted or hereafter amended) or under any other applicable bankruptcy or other similar law; (ii) the appointment of a trustee or receiver of any property interest; (iii) an assignment for the benefit of creditors; (iv) an attachment, execution or other judicial seizure of a substantial property interest; (v) the taking of, failure to take or submission to any action indicating an inability to meet its financial obligations as they accrue; (vi) a dissolution or liquidation; or (vii) the occurrence of any Material Adverse Effect (as defined below). As used in this Agreement, “affiliate” means any individual or legally recognized entity that controls, is controlled by or is under common control with any other Seller. As used herein, “control” means the possession, directly or indirectly, of the power to direct the management and policies of an entity, whether through ownership, voting control, contract or otherwise. As used herein, “Material Adverse Effect” means any change or effect that materially diminishes the fair market value of the Facilities or the Property or materially adversely affects the ability of a Seller or the Sellers to consummate timely the transactions contemplated hereby, or thereafter to perform under the Master Lease; provided, however, that none of the following shall be deemed to constitute a Material Adverse Effect: (a) any adverse change, event, development, or effect arising from or relating to (1) general business or economic conditions not disproportionately affecting Sellers, (2) national or international political or social conditions, including the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the United States, or any of its territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States (excluding, however, any such military or terrorist attack directly impacting the physical condition of a Facility or the business operations conducted thereon), (3) financial, banking, or securities markets (including any disruption thereof and any decline in the price of any security or any market index...
Sample 1
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Financial Condition Material Adverse Change 
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Related to Financial Condition Material Adverse Change

  • 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.

  • 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.

  • 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.

  • 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.

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