Material Adverse Change; Litigation Sample Clauses

Material Adverse Change; Litigation. Each of the Loan Parties shall provide a certificate that represents and warrants to the Administrative Agent and the Lenders that by its execution and delivery hereof to the Administrative Agent, after giving effect to this Amendment and the transactions contemplated herein: (i) no Material Adverse Change shall have occurred with respect to the Borrowers or any of the Loan Parties since the Closing Date of the Credit Agreement; (ii) no default shall have occurred with respect to any note or credit agreement governing existing indebtedness of the Borrowers or Guarantors as a result of any of the transactions contemplated herein; and (iii) there are no actions, suits, investigations, litigation or governmental proceedings pending or, to the Loans Parties’ knowledge, threatened against any of the Loan Parties that could reasonably be expected to result in a Material Adverse Change or relate to any of the transactions contemplated herein.
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Material Adverse Change; Litigation. Each of the Loan Parties shall provide a certificate that represents and warrants to the Agent and the Lenders that by its execution and delivery hereof to the Agent, after giving effect to this Second Amendment and the transactions contemplated herein: (i) no Material Adverse Change shall have occurred with respect to the Borrower or any of the Loan Parties since the Closing Date of the Credit Agreement; and (ii) there are no actions, suits, investigations, litigation or governmental proceedings pending or, to the Loans Parties’ knowledge, threatened against any of the Loan Parties that could reasonably be expected to result in a Material Adverse Change or relate to any of the transactions contemplated herein or in the Consent.
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Material Adverse Change; Litigation. The Collateral Agent shall have determined, in its sole judgment, that no material adverse change shall have occurred in the business, operations, condition (financial or otherwise), properties or prospects of the Loan Parties (taken as a whole) since April 28, 2001; and there shall exist no claim, action, suit, investigation, litigation or proceeding, pending or threatened in any court or before any arbitrator or Governmental Authority which relates to the Loan Documents or which, in the opinion of the Agents, has any reasonable likelihood of having a material adverse effect on the condition (financial or otherwise), operations, properties, business or prospects of the Loan Parties.
Sample 1
Material Adverse Change; Litigation. No material adverse change shall have occurred since December 31, 2003, with respect to Redwood Empire (whether or not in the Ordinary Course of Business) and neither Redwood Empire nor any of its subsidiaries shall be a party to or, so far as Redwood Empire is aware, threatened with, and to Redwood Empire’s knowledge there is no reasonable basis for, any legal action or other proceeding before any court, any arbitrator of any kind or any government agency that, in the reasonable judgment of Westamerica, is reasonably likely to result in a material adverse effect on Redwood Empire.
Sample 1
Material Adverse Change; Litigation. No material adverse change shall have occurred since December 31, 2003, with respect to Westamerica, and Westamerica shall not be engaged in, or a party to or so far as Westamerica is aware, threatened with, and to Westamerica's knowledge no grounds shall exist for, any legal action or other proceeding before any court, any arbitrator of any kind or any government agency that, in the reasonable judgment of Redwood Empire, such legal action or proceeding is reasonably likely to result in a material adverse effect on Westamerica.
Sample 1
Material Adverse Change; Litigation. No material adverse change, as determined by Lender, in the condition or operations (financial or otherwise) of Borrower or any other Obligor, shall have occurred from December 31, 1991 through the time of the making of the initial Revolving Loans and the issuance of the initial Letters of Credit and no material adverse change as determined by Lender, shall have occurred in the facts and information disclosed to Lender or otherwise relied upon by Lender in making its decision to enter into this Agreement and Lender shall not have become newly aware of any material adverse facts or information, as determined by Lender, with respect to Borrower or any other Obligor or the business, operations or prospects of Borrower or any other Obligor. In addition, there shall not have been instituted or threatened any litigation or proceedings in any court or administrative forum affecting or threatened to affect Borrower or any other Obligor, which may materially adversely affect Borrower or any other Obligor, in each case as determined by Lender.
Sample 1
Material Adverse Change; Litigation. No Material Adverse Change, as determined by each Lender, shall have occurred from December 31, 1996 through the Closing Date and the issuance of the initial Letters of Credit and no Material Adverse Change, as determined by such Lender, shall have occurred in the facts and information disclosed to such Lender or otherwise relied upon by such Lender in making its decision to enter into this Agreement, and no Lender shall have become newly aware of any material adverse facts or information, as reasonably determined by such Lender, with respect to Parent, Borrower or any Designated Subsidiary or the business, operations or prospects thereof. In addition, there shall not have been instituted or threatened any litigation or proceedings in any court or administrative forum affecting or threatening to affect the consummation of the Transactions or which would have a Material Adverse Effect, in each case as determined by each Lender.
Sample 1
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Material Adverse Change; Litigation. The absence of any material adverse change in the business, assets, liabilities (actual or contingent), operations, condition (financial or otherwise) or prospects of the Borrowers since June 30, 2001 or in the facts and information regarding the Borrowers as represented to the Lender prior to the date of this Amendment. Similarly, the absence of any action, suit, investigation or proceeding pending or threatened in any court or before any arbitrator or governmental authority that purports (i) to materially affect any the Borrowers, or (b) to affect the transactions contemplated by this Amendment or of the ability of the Borrowers to perform under this Amendment and the other Loan Documents.
Sample 1
Material Adverse Change; Litigation. No Material Adverse Change, as determined by each Agent and each Lender, shall have occurred from December 31, 1997 through the Closing Date and no Material Adverse Change, as determined by such Agent and such Lender, shall have occurred in the facts and information disclosed to such Agent or such Lender or otherwise relied upon by such Agent or such Lender in making its decision to enter into this Agreement, and neither any Agent nor any Lender shall have become newly aware of any material adverse facts or information, as reasonably determined by such Agent or such Lender, with respect to Parent, either Borrower or any Designated Subsidiary or the business, operations or prospects thereof. In addition, there shall not have been instituted or threatened any litigation or proceedings in any court or administrative forum which would have a Material Adverse Effect, in each case as determined by each Agent and each Lender.
Sample 1

Related to Material Adverse Change; Litigation

  • Material Adverse Change A Material Adverse Change occurs;

  • 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.

  • Financial Condition; No Material Adverse Change (a) The Borrower has heretofore furnished to the Administrative Agent its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal years ended December 31, 2013 and December 31, 2014, reported on by Deloitte & Touche LLP, independent public accountants, and (ii) as of and for each fiscal quarter ended subsequent to December 31, 2014 and at least 45 days prior to the Closing Date, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off). 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. (b) The Borrower has heretofore furnished to the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a), prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements). (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the Subsidiaries, taken as a whole. (d) Since December 31, 2014, there has been no event, change or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

  • 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 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 Changes There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror and its subsidiaries, taken as a whole.

  • Notice of Material Adverse Change Firm agrees to notify Citizens in writing of any “Material Adverse Change” to Firm within ten (10) days of said change. A “Material Adverse Change” means: (i) a change in the business operations or financial condition of Firm which negatively impacts its capacity to meet its professional or financial obligations;

  • Material Adverse Effect The occurrence of any event or condition that has had, or could reasonably be expected to have, a Material Adverse Effect.

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

  • Financial Statements; Material Adverse Change The consolidated balance sheet of such Borrower and its Subsidiaries, as at December 31, 2020, and the related consolidated statements of income, retained earnings and cash flows of such Borrower and its Subsidiaries, certified by PricewaterhouseCoopers LLP, independent public accountants, and the unaudited consolidated balance sheet of such Borrower and its Subsidiaries, as at June 30, 2021, and the related consolidated statements of income, retained earnings and cash flows of such Borrower and its Subsidiaries, for the six months then ended, copies of which have been furnished to each Lender and each Fronting Bank, in all cases as amended and restated to the date hereof, present fairly in all material respects the consolidated financial position of such Borrower and its Subsidiaries as at the indicated dates and the consolidated results of the operations of such Borrower and its Subsidiaries for the periods ended on the indicated dates, all in accordance with GAAP consistently applied (in the case of such statements that are unaudited, subject to year-end adjustments and the exclusion of detailed footnotes). Except as disclosed in the Disclosure Documents, there has been no change, event or occurrence since December 31, 2020 that has had a Material Adverse Effect with respect to such Borrower.

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