No Adverse Developments. There is no development (exclusive of general economic factors affecting business in general or the Internet sector in particular) or, to the Company's Knowledge, threatened development affecting the Company (or affecting customers, suppliers, employees, and other Persons which have relationships with the Company) that (i) is having or is reasonably likely to have a Material Adverse Effect on the Company, or (ii) would prevent Parent from conducting the business of the Surviving Corporation following the Closing in the manner in which it was conducted by the Company prior to the Closing.
No Adverse Developments. (a) During the period from March 31, 2008, to the Effective Date, (i) there shall not have been any material adverse effect as defined in section 12.5(c) (a "Material Adverse Effect") with respect to UTS.
(b) As of the Effective Date, there shall be no liabilities of UTS, other than liabilities incurred in the ordinary course of business, which are material to UTS on a consolidated basis which were not reflected in the UTS Interim Financial Statements, as defined in section 6.12 hereof, and there shall be no material deterioration in the quality or market value of the real property, investments and other assets included in such financial statements of UTS.
(c) Purchaser shall have received a certificate dated the Effective Date, signed by the president and the chief financial officer of UTS, certifying to the matters set forth in paragraphs (a) and (b) of this section 4.
No Adverse Developments. To the knowledge of Aspec, there is no development (exclusive of general economic factors affecting business in general) or threatened development affecting Aspec (or affecting customers, suppliers, employees, and other Persons which have relationships with Aspec) that (i) is having or is reasonably likely to have a Material Adverse Effect on Aspec, or (ii) would prevent Aspec from conducting its business following the Closing in the manner in which it was conducted or planned to be conducted by Aspec prior to the Closing.
No Adverse Developments. Since the date of the Seller's Balance Sheet, there has not been:
3.8.1 any material adverse changes in the assets, properties, operations, financial condition or prospects of the Seller;
3.8.2 any damage, destruction or loss, whether covered by insurance or not, having a material adverse effect on the business, operations, financial condition or prospects of the Seller;
3.8.3 any entry into or termination of any material commitment, contract, agreement or transaction affecting the Seller, including, without limitation, any material borrowing or capital expenditure or sale or other disposition of any material asset or assets, other than this Agreement and agreements executed in the ordinary and usual course of business;
3.8.4 any transfer of or right granted under any material lease, license, agreement, patent, trademark, trade name or copyright;
3.8.5 default or breach by the Seller in any material respect under any contract, leases, real estate, or construction of buildings.;
3.8.6 any event other than in the ordinary and usual course of business which could be reasonably expected to have a material adverse effect upon the business of the Seller, and after reasonable inquiry by the Shareholder and the Seller, they know of no development or threatened development of a nature that is, or which could be reasonably expected to have a materially adverse effect upon the business of the Seller or upon any of their assets, properties, operations or financial conditions.
No Adverse Developments. 44 7.15 Full Disclosure....................................................................................44
No Adverse Developments. During the period from September 30, 1997 to the Effective Date, there shall not have been any material adverse change in the financial position or results of operations of Zions Bancorp nor shall Zions Bancorp have sustained any material loss or damage to its properties, whether or not insured, which materially affects its ability to conduct its business; and the Company shall have received a certificate dated the Effective Date signed by either the President of Zions Bancorp or an Executive Vice President of Zions Bancorp to the foregoing effect. The delivery of such officer's certificate shall in no way diminish the warranties and representations of Zions Bancorp made in this Agreement.
No Adverse Developments. (a) During the period from September 30, 1997 to the Effective Date, (i) there shall not have been any material adverse change in the financial position or results of operations of the Company or the Bank taken as a whole, nor shall the Company or the Bank have sustained any material loss or damage to its properties, whether or not insured, which materially affects its ability to conduct its business; and (ii) none of the events described in clauses (a) through (f) of Section 6.16 of this Agreement shall have occurred, and each of the practices and conditions described in clauses (x) through (z) of that section shall have been maintained.
(b) As of the Effective Date, the capital structure of the Company and the capital structure of the Bank shall be as stated in section 6.9.
(c) As of the Effective Date, other than liabilities incurred in the ordinary course of business subsequent to December 31, 1996, there shall be no liabilities of the Company or the Bank which are material to the Company on a consolidated basis which were not reflected on the consolidated statement of condition of the Company as of December 31, 1996 or in the related notes to the consolidated statement of condition of the Company as of December 31, 1996.
(d) No adverse action shall have been instituted or threatened by any governmental authority, or referred by a governmental authority to another governmental authority, for the enforcement or assessment of penalties for the violation of any laws of regulations relating to equal credit opportunity, fair housing, or fair lending.
(e) Zions Bancorp shall have received a certificate dated the Effective Date, signed by the president and the chief financial officer of the Company and the president and the chief financial officer of the Bank, certifying to the matters set forth in paragraphs (a), (b), (c), and (d) of this section 4.
No Adverse Developments. During the period from March 31, 2008, to the Effective Date, there shall not have been any Material Adverse Effect with respect to Purchaser, and UTS shall have received a certificate dated the date of the Effective Date signed by either the president or an executive vice president of Purchaser to the foregoing effect. The delivery of such officer's certificate shall in no way diminish the warranties and representations of Purchaser made in this Agreement.
No Adverse Developments. (a) During the period from June 30, 1999 to the Effective Time, (i) there shall not have been any material adverse effect as defined in section 12.7(d) (a "Material Adverse Effect") with respect to LABN; and (ii) none of the events described in clauses (a) through (f) of section 6.16 of this Agreement shall have occurred, and each of the practices and conditions described in clauses (x) through (z) of that section shall have been maintained.
(b) As of the Effective Time, the capital structure of LABN and the capital structure of LA Bank shall be as stated in section 6.9.
(c) As of the Effective Time, other than liabilities incurred in the ordinary course of business subsequent to June 30, 1999, there shall be no liabilities of LABN or LA Bank which are material to LABN on a consolidated basis which were not reflected on the consolidated statement of condition of LABN as of June 30, 1999 or in the related notes to the consolidated statement of condition of LABN as of June 30, 1999.
(d) No adverse action shall have been instituted or threatened against LABN or any of its subsidiaries by any governmental authority, or referred by a governmental authority to another governmental authority, for the enforcement or assessment of penalties for the violation of any laws or regulations relating to equal credit opportunity, fair housing, or fair lending.
(e) NBTB shall have received a certificate dated the date of the Effective Time, signed by the president and the chief financial officer of LABN, certifying to the matters set forth in paragraphs (a), (b), (c), and (d) of this section 4.
No Adverse Developments. There is no development or, to Seller's actual knowledge, threatened development affecting the Purchased Assets or the Business (or affecting customers, suppliers, employees, and other Persons which have relationships with Seller) that (i) is having or is reasonably likely to have a Material Adverse Effect on the Purchased Assets or the Business, or (ii) would prevent Buyer from conducting the Business following the Closing in the manner in which it was conducted by Seller prior to the Closing.
