No Changes in Business Sample Clauses

No Changes in Business. Without limiting the generality of Section 5.01, from the date of this Agreement through the Closing, except as set forth in Schedule 5.02, as expressly permitted by this Agreement or as consented to by Buyer in writing (which consent shall not be unreasonably withheld, conditioned or delayed) and to the extent not inconsistent with the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, any orders entered by the Bankruptcy Court in the Bankruptcy Case (provided the Sellers shall (x) not, without the prior written consent of Buyer, seek any order of the Bankruptcy Court compelling them to take any action described in this Section 5.02 and (y) use their commercially reasonable efforts to oppose any motion or other request seeking such an order of the Bankruptcy Court) or other Applicable Law, the Sellers shall not, and shall not permit any of their Affiliates to, with respect to the Purchased Business: (a) reject pursuant to Section 365 of the Bankruptcy Code any Assumed Contract or Lease; (b) enter into or amend any Assumed Lease, Assumed Contract or commitment or incur or agree to incur any Liability or make any capital expenditures except for non-material Contracts in the ordinary course of business (any Contract or commitment having a value of $25,000 or less will be considered non material); (c) grant a participation or security interest in, mortgage, pledge or otherwise encumber or subject to an Encumbrance (other than a Permitted Encumbrance) any Purchased Asset; (d) remove any inventory from the Mining Complexes with respect to the Purchased Business except in the ordinary course of business consistent with past practice; (e) acquire for the Purchased Business (by merger, consolidation or acquisition of stock or assets, inbound license or otherwise) any interest in any corporation, partnership or other business organization or division thereof or other material assets or properties outside of the ordinary course of business consistent with past practice; (f) incur any Indebtedness or assume, guarantee or endorse the obligations of any Person, in each case other than Indebtedness or assumptions, guarantees or endorsements of obligations of any Person that do not constitute Assumed Liabilities; (g) waive, release, assign, settle or compromise any material rights or claims that constitute Purchased Assets, or any material litigation or arbitration that constitute Purchased Assets; (h) enter into any Assumed Contract which materially restricts t...
Sample 1Sample 2See All (5)
AutoNDA by SimpleDocs
No Changes in Business. Subsequent to the respective dates as of which ---------------------- information is given in the Registration Statement and the Prospectus up to and including the Closing Date there has not been (i) any change or decrease specified in the letter or letters referred to in paragraph (f) of this Section 8 ("Conditions of the Underwriters' Obligations") or (ii) any change, or any development involving a prospective change, in the business or properties of the Company or its Subsidiaries (in either case, other than those changes or developments disclosed in or contemplated by the Prospectus) which change or decrease in the case of clause (i) or change or development in the case of clause (ii) which makes it impractical or inadvisable in the Representatives' judgment to proceed with the public offering or the delivery of the Shares as contemplated by the Prospectus.
Sample 1
No Changes in Business. There shall have been no changes and no developments in the business, properties, operations, financial conditions, results of operations or publicly announced prospects of the Company and its subsidiaries, taken as a whole, which have had or will have a material adverse effect on the business operations, financial condition or prospects of the Company, since the date hereof, and no information, of which the Investor is not currently aware, shall come to the attention of the Investor that is materially adverse to the Company.
Sample 1
No Changes in Business. Make or permit to be made any material change in the character of its business as conducted on the Closing Date, other than to grow the business by means of the amount of the Term Loan or otherwise.
Sample 1
No Changes in Business. From the date of this Agreement through the Effective Time, there shall not have occurred any change in the business, properties, assets, liabilities, capitalization, stockholders’ equity, financial condition, operations, permits, licenses, franchises or results of operations of SURGICOE or any of its Subsidiaries which is materially adverse to SURGICOE and its Subsidiaries taken as a whole.
Sample 1
No Changes in Business. From the date of this Agreement through the Closing Date, there shall not have occurred any change in the business, properties, assets, liabilities, capitalization, stockholders’ equity, financial condition, operations, permits, licenses, franchises or results of operations of the Canton LLCs which is materially adverse to the Canton LLCs taken as a whole.
Sample 1
No Changes in Business. Except as permitted herein, Sellers and Parent shall not, and shall cause their respective Affiliates to not: 10.3.1 with respect to the Business, except in the ordinary course of business, enter into any Contract or commitment that will result in the incurrence of any Liability or make any capital expenditures; 10.3.2 amend any Assumed Contract in a manner that is materially adverse to the Business provided that, Parent shall provide Purchaser written notice of any such amendments; 10.3.3 sell, assign, lease or otherwise transfer or dispose of any of the Assets except the sale of coal in the ordinary course of business; 10.3.4 merge or consolidate any Seller or agree to merge or consolidate any Seller with or into any other Person; 10.3.5 cause any Seller (or any subsidiary of any Seller) to purchase all or substantially all of the assets of another Person; 10.3.6 cause any Seller (or any subsidiary of any Seller) to purchase the equity interests of any other Person; 10.3.7 enter into or amend any Contract, or enter into any other transaction, directly or indirectly, with any Affiliate other than cash management and treasury transactions in the ordinary course of business; 10.3.8 effect any material change in the conduct of the Business in violation of Section 10.2 above; 10.3.9 take any action or fail to take any action that would make any of the representations and warranties made by Sellers and/or Parent in or pursuant to this Agreement (other than the Fundamental Reps made by Sellers and Parent) incorrect in any material respect as of the Closing Date; or 10.3.10 take any action or fail to take any action that would make any of the Fundamental Reps of Sellers and Parent incorrect in any respect as of the Closing Date.
Sample 1
AutoNDA by SimpleDocs
No Changes in Business. Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus up to and including the Closing Date there has not been (i) any material change or decrease specified in the letter or letters referred to in paragraph (g) of this Section 8 ("Conditions of the Underwriters' Obligations") or (ii) any change, or any development involving a prospective change, in the business or properties of the Company or its Subsidiaries (in either case, other than those changes or developments disclosed in or contemplated by the Prospectus) which material change or decrease in the case of clause (i) makes it impractical or inadvisable in the Representatives' judgment to proceed with the public offering or the delivery of the Shares as contemplated by the Prospectus, or which change or development in the case of clause (ii) is reasonably likely to have a Material Adverse Effect.
Sample 1

Related to No Changes in Business

  • Changes in Business Neither the Borrower nor any of its Subsidiaries will engage in any business if, as a result, the general nature of the business, taken on a consolidated basis, which would then be engaged in by the Borrower and its Subsidiaries, would be substantially changed from the general nature of the business engaged in by the Borrower and its Subsidiaries on the Closing Date.

  • No Change in Business The Issuer covenants that it shall not make any change in the character of its business.

  • No Changes in Fiscal Year The fiscal year of the Borrower and its Subsidiaries ends on December 31 of each year; and the Borrower shall not, nor shall it permit any Subsidiary to, change its fiscal year from its present basis.

  • Changes in Business, Management Control, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Co-Borrowers and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; (c) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by a Co-Borrower within five (5) days after his or her departure from such Co-Borrower; or (d) permit or suffer any Change in Control. No Co-Borrower shall, without at least thirty (30) days prior written notice to Bank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two Hundred Fifty Thousand Dollars ($250,000) in such Co-Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) change any organizational number (if any) assigned by its jurisdiction of organization. If a Co-Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000) to a landlord or bailee, and Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will use commercially reasonable efforts to have such landlord/bailee execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to Bank.

  • Material Change in Business Seller shall not make any material change in the nature of its business as carried on at the date hereof.

  • Changes in Fiscal Year Make any change in its fiscal year; provided, however, that the Borrower may, upon written notice to the Administrative Agent, change its fiscal year to any other fiscal year reasonably acceptable to the Administrative Agent, in which case, the Borrower and the Administrative Agent will, and are hereby authorized by Lenders to, make any adjustments to this Agreement that are necessary to reflect such change in fiscal year.

  • CHANGES IN SCOPE Any changes in the scope of the Services to be performed under this Contract shall be in the form of a written amendment to this Contract, mutually agreed to and signed by both parties, specifying any such changes, fee adjustments, any adjustment in time of performance, or any other significant factors arising from the changes in the scope of Services.

  • Changes in Nature of Business Parent will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than those businesses conducted by the Parent and its Subsidiaries on the date hereof or any business reasonably related or incidental thereto or representing a reasonable expansion thereof.

  • No Changes 14 2.10 Tax and Other Returns and Reports......................... 14 2.11

  • Change in Business Borrower shall not enter into any line of business other than the ownership and operation of the Property, or make any material change in the scope or nature of its business objectives, purposes or operations, or undertake or participate in activities other than the continuance of its present business.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!