NO IMPENDING MATERIAL ADVERSE EVENTS Sample Clauses

NO IMPENDING MATERIAL ADVERSE EVENTS. As of the date hereof, Buyer has no knowledge of any impending loss of business, or of any other presently existing facts or circumstances which would be reasonably likely to have a material adverse effect upon the financial condition, results of operations, business, or prospects of Buyer.
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NO IMPENDING MATERIAL ADVERSE EVENTS. Except as disclosed in EXHIBIT 3.12 to this Agreement, as of the date hereof, to the knowledge of the Newmans, there are no impending loss of Zenex Telecom's or Zenex Long Distance's Business, or of any other presently existing facts or circumstances that would be reasonably likely to have a material adverse effect upon the financial condition, results of operations, business, or prospects of Zenex Telecom or Zenex Long Distance, other than changes that are the result of changes in laws or regulations or other factors affecting the telecommunications industry in general
Sample 1
NO IMPENDING MATERIAL ADVERSE EVENTS. Unless disclosed in Exhibit 6.16, as of the date hereof, neither Shareholders, the Holding Company nor Bank has knowledge of any impending loss of business, or of any other presently existing facts or circumstances which would be reasonably likely to have a material adverse effect upon the financial condition, results of operations, business, or prospects of the Holding Company or the Bank, other than changes which are the result of changes in laws or regulations or other factors affecting banking institutions in general.
Sample 1
NO IMPENDING MATERIAL ADVERSE EVENTS. Unless disclosed in Exhibit 2.16, which is attached hereto and by this reference made an integral part hereof, as of the date hereof, neither BankSouth nor Citizens Bank, respectively, has knowledge of any impending loss of their respective business, or of any other presently existing facts or circumstances which would be reasonably likely to have a material adverse effect upon the respective financial condition, results of operations, business, or prospects of BankSouth or of Citizens Bank, respectively, other than changes which are the result of changes in laws or regulations or other factors affecting banking institutions in general.
Sample 1
NO IMPENDING MATERIAL ADVERSE EVENTS. Unless disclosed in Exhibit 3.12 attached hereto, as of the date hereof, neither the Shareholders, Prestige nor Zenex has knowledge of any impending loss of Zenex's business, or of any other presently existing facts or circumstances which would be reasonably likely to have a material adverse effect upon the financial condition, results of operations, business, or prospects of Zenex, other than changes which are the result of changes in laws or regulations or other factors affecting the telecommunications industry in general
Sample 1
NO IMPENDING MATERIAL ADVERSE EVENTS. Unless disclosed in Exhibit 2.16, which is attached hereto and by this reference made an integral part hereof, as of the date hereof, neither GSI nor Xxxxxxx Bank, respectively, has knowledge of any impending loss of their respective business, or of any other presently existing facts or circumstances which would be reasonably likely to have a material adverse effect upon the respective financial condition, results of operations, business, or prospects of GSI or of Xxxxxxx Bank, respectively, other than changes which are the result of changes in laws or regulations or other factors affecting banking institutions in general.
Sample 1

Related to NO IMPENDING MATERIAL ADVERSE EVENTS

  • Material Adverse Events Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or required to be disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or “Affiliate” (defined as any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 144 under the Act), except pursuant to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. No event, liability or development has occurred or exists with respect to the Company or its Subsidiaries or their respective business, properties, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is deemed made.

  • Material Adverse Event The occurrence of a MATERIAL ADVERSE EVENT.

  • No Material Adverse Event Since the respective dates as of which information is disclosed in the Registration Statement, the Prospectus and the Incorporated Documents, except as otherwise stated therein, there shall not have been (i) any change or decrease in previously reported results specified in the letter or letters referred to in paragraph (d) of this Section 6 or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Registration Statement, the Prospectus and the Incorporated Documents (exclusive of any amendment or supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Manager, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof), the Incorporated Documents and the Prospectus (exclusive of any amendment or supplement thereto).

  • Notice of Material Adverse Change Promptly inform Lender of (i) any and all material adverse changes in Borrower’s financial condition, and (ii) all claims made against Borrower which could materially affect the financial condition of Borrower.

  • No Adverse Events Between the date hereof and the Closing Date, neither the business, assets or condition, financial or otherwise, of the Company taken as a whole shall have been materially adversely affected in any manner.

  • Notice of Material Adverse Effect The Company shall notify the Buyer (and any subsequent holder of the Debentures), as soon as practicable and in no event later than three (3) business days of the Company’s knowledge of any Material Adverse Effect on the Company. For purposes of the foregoing, “knowledge” means the earlier of the Company’s actual knowledge or the Company’s constructive knowledge upon due inquiry.

  • Absence of Material Adverse Changes No material adverse change in the business, assets, financial condition, or prospects of the Company shall have occurred, no substantial part of the assets of the Company not substantially covered by insurance shall have been destroyed due to fire or other casualty, and no event shall have occurred which has had or will have a material adverse effect on the business, assets, financial condition or prospects of the Company.

  • No Material Adverse Effects At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any Material Adverse Effect.

  • No Material Adverse Changes Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (i) there shall not have been a Material Adverse Change, (ii) the Company shall not have incurred any material liabilities or obligations, direct or contingent, (iii) the Company shall not have entered into any material transactions not in the ordinary course of business other than pursuant to this Agreement and the transactions referred to herein, (iv) the Company shall not have issued any securities (other than the Securities or the Shares issued in the ordinary course of business pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, General Disclosure Package and the Prospectus) or declared or paid any dividend or made any distribution in respect of its capital stock of any class or debt (long-term or short-term), and (v) no material amount of the assets of the Company shall have been pledged, mortgaged or otherwise encumbered.

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

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