No Changes or Destruction of Property. Between the date hereof and the Closing Date, there shall not have occurred any Material Adverse Effect, and there shall have been delivered to Buyer a certificate to such effect, dated the Closing Date and signed on behalf of Seller by an authorized officer of Seller in his or her capacity as such.
No Changes or Destruction of Property. Between the date hereof and the Closing Date, there shall have been no material damage to the Assets by fire, flood, casualty, act of God or the public enemy or other cause, or other material adverse change in the Assets, which is not covered in all material respects by insurance proceeds assigned to Buyer or remediated by action of Seller prior to the Closing.
No Changes or Destruction of Property. Between the date hereof and the Closing Date, there shall have been (a) no material adverse change in the Purchased Assets, the Business or the operations, liabilities, profits, prospects or condition (financial or otherwise) of Seller; (b) no material adverse legislative or regulatory change affecting the Business or its products or services; and (c) no material damage to the Purchased Assets by fire, flood, casualty, act of God or the public enemy or other cause, regardless of insurance coverage for such damage; and there shall have been delivered to Buyer a certificate to such effect, dated the Closing Date and signed on behalf of Seller by any authorized director of Seller.
No Changes or Destruction of Property. Between the date hereof and the Closing Date, there shall have been (a) no Material Adverse Effect; (b) no federal or state legislative or regulatory change affecting the Business (excluding the Excluded Assets and the Excluded Liabilities) or its products or services where such change would constitute a Material Adverse Effect; or (c) no damage to the Purchased Assets by fire, flood, casualty, act of God or public enemy or other cause, regardless of insurance coverage for such damage where such damage would constitute a Material Adverse Effect; and there shall have been delivered to Buyer a certificate to such effect, dated the Closing Date and signed on behalf of each Seller by the President of each Seller.
No Changes or Destruction of Property. The parties acknowledge that the present Agreement has been executed on the presupposition that between the date hereof and the Closing Date, there shall have been (1) no material adverse change in the business operations of Company; and (2) no damage to Company’s assets and properties by fire, flood, casualty, act of God or public enemy or other cause, regardless of insurance coverage for such damage.
No Changes or Destruction of Property. Between the date hereof and the Closing Date for such Closing, there shall have been no material adverse change in the Purchased Assets that have not yet, as of the time of such Closing, been purchased by Buyer hereunder.
No Changes or Destruction of Property. (a) Between the date hereof and the Closing Date, there shall have been (i) no material adverse change in the assets, liabilities, business, properties, profits, prospects or condition of AAP or the Subsidiaries; (ii) no material adverse federal or state legislative or regulatory change affecting the products, services or business of AAP or the Subsidiaries; and (iii) no material damage to the properties and assets of AAP or the Subsidiaries, by fire, flood, casualty, act of God or the public enemy or other cause, regardless of insurance coverage for such damage; and (b) there shall have been delivered to FCEI a certificate or certificates to such effect, dated the Closing Date, signed on behalf of AAPH by an authorized representative of AAPH.
No Changes or Destruction of Property. (a) Between the date hereof and the Closing Date, there shall have been (i) no material adverse change in the assets, liabilities, business, properties, profits, prospects or condition of FCEI; (ii) no material adverse federal or state legislative or regulatory change affecting the products, services or business of FCEI; and (iii) no material damage to the properties and assets of FCEI, by fire, flood, casualty, act of God or the public enemy or other cause, regardless of insurance coverage for such damage; and (b) there shall have been delivered to AAPH a certificate or certificates to such effect, dated the Closing Date, signed on behalf of FCEI by an authorized representative of FCEI.
No Changes or Destruction of Property. Between the date hereof and ------------------------------------- the Closing Date, there shall have been (a) no material adverse change in the Business or any of the Purchased Assets; (b) no federal, state or local legislative or regulatory change materially adversely affecting the Business or the Purchased Assets; (c) no damage, destruction, loss or claim or condemnation or other taking materially adversely affecting the Business or the Purchased Assets that has not been repaired or replaced in accordance with Section 4.3 hereof; and (d) no lawsuit, proceeding or claim filed or asserted against Seller that, if adversely determined, may have a material adverse effect on the Business or the Purchased Assets.
No Changes or Destruction of Property. Between the date hereof and the Effective Time, there shall have been (a) no Material Adverse Effect and (b) no material adverse change with respect to legislation or regulation to which the Company and the Subsidiaries are subject (other than any such change that would not constitute a Material Adverse Effect because it generally affects (x) the U.S. economy or financial or securities markets as a whole or (y) the industry in which the Company and the Subsidiaries conduct their business, in each case only to the extent such change does not disproportionately impact the Company and its Subsidiaries); and there shall have been delivered to Parent and Merger Sub a certificate or certificates to such effect, dated the Closing Date and signed on behalf of the Company by the Chief Executive Officer of the Company.
