No Material Adverse Change in Property Sample Clauses

No Material Adverse Change in Property. Except for the demolition contemplated by Section III hereof, which shall occur prior to Closing, this Contract is expressly contingent upon there being no material adverse change, unless otherwise approved by Purchaser, after the expiration of the Inspection Period and prior to Closing in the nature or condition of or circumstances affecting the Property, including, without limitation, any change in (a) the areas determined to be Flood Hazard Areas or designated wetlands areas; (b) availability and usability of utilities; (c) access; (d) governmental zoning ordinances; (e) costs or charges associated with plat approval; (f) restrictions and requirements affecting the ownership and development of the Property; or (g) municipality approval or fee structure. If any such change occurs prior to Closing, then Purchaser may elect to terminate this Contract by written notification to Seller at any time prior to Closing, notwithstanding any other provisions of this Contract, the Exxxxxx Money shall be promptly refunded to Purchaser within five (5) days following Seller’s receipt of Purchaser’s notice of such termination, and the Parties shall have no further obligation to each other. If any state, county, city, or other governmental agency declares or effects any moratorium on the approval of subdivision plats or plans or the issuance of any permits required for the development of the Property, and, as a result of such moratorium, the state, county, city, or any other governmental agency will not approve subdivision plats or plans or issue any permit required for the development of the Property, then, in such event, the Inspection Period and Purchaser’s obligation to close hereunder shall axxxx. Upon the discontinuance of any such moratorium, the Inspection Period and Purchaser’s obligation to close hereunder shall resume as of that date and continue pursuant to the provisions of this Contract. If, however, such moratorium shall last longer than ninety (90) days, Purchaser or Seller shall have the right, but not the obligation, to terminate this Contract notwithstanding that the Inspection Period may have expired. In the event of such termination, the Exxxxxx Money shall be refunded to Purchaser, and the Parties shall have no further obligation to each other.
Sample 1
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Related to No Material Adverse Change in Property

  • 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 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.

  • 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.

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

  • Material Adverse Change A Material Adverse Change occurs;

  • Material Adverse Changes Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the judgment of the Agent there shall not have occurred any Material Adverse Change; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.

  • No Material Adverse Change in Financial Statements All consolidated financial statements for Borrower, and any Subsidiary, delivered to Bank fairly present in all material respects Borrower's consolidated financial condition and Borrower's consolidated results of operations. There has not been any material deterioration in Borrower's consolidated financial condition since the date of the most recent financial statements submitted to Bank.

  • 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.

  • 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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