No Material Adverse Change Certificate Sample Clauses

No Material Adverse Change Certificate. The Administrative Agent shall have received concurrently with the execution of this Agreement, with a counterpart for each Bank, a certificate of a Responsible Officer for each of the Company and the Capital Corporation dated the date of this Agreement certifying that since October 29, 2023, at the date of such certificate there has been no material adverse change in the business, property, operations or financial condition of such Borrower and its Subsidiaries, taken as a whole.
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No Material Adverse Change Certificate. During the period from May 3, 1995 to the date of Closing, there shall not have been any material adverse change in the financial condition of the Corporations' or Partnerships' Systems, taken as a whole, provided, however that neither (x) a change that relates to or affects the SMR industry generally nor (y) a diminution in net revenues of the Corporations, Partnerships or Purchased Systems taken as a whole, shall constitute a material adverse change unless it constitutes a decrease in excess of fifty percent in the annualized gross recurring revenues of the Corporations, Partnerships and the Purchased Systems, taken as a whole (the "AMI Gross Xxxxxxxx"), for a period of three full calendar months during the period from the date hereof through Closing from the AMI Gross Xxxxxxxx for the year ended December 31, 1994. At Closing the Sellers shall deliver a certificate to Pittencrieff and New PCI to such effect. 9.14.
Sample 1
No Material Adverse Change Certificate. During the period from May 3, 1995 to the Closing, there shall not have been any material adverse change in the business or financial condition of Pittencrieff or New PCI, provided, however, that a change that relates to or affects the SMR industry generally shall not constitute a material adverse change. At Closing, Pittencrieff shall deliver to Sellers a certificate to such effect. 10.13.
Sample 1

Related to No Material Adverse Change Certificate

  • 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.

  • Financial Condition; No Material Adverse Change (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 reported on by Ernst & Young, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 2014, certified by its chief financial officer. 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.

  • 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 Effect Since the date of this Agreement, there shall not have occurred any Material Adverse Effect.

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