No Material Adverse Condition. No event, occurrence or circumstance shall exist that has had or would reasonably be expected to have a material adverse effect on the Company’s ability to perform its obligations under the Somatuline Autogel License or the Increlex License; provided that none of the adverse effects or events identified in clauses (a) through (f) of the definition of Material Adverse Effect shall be deemed either alone or in combination to constitute, and none of the foregoing shall be taken into account in determining whether there has been or would be, such a material adverse effect;
No Material Adverse Condition. There shall not have been a material adverse condition with respect to the Company as of the date of the Closing. For purposes of this Section, a "material adverse condition" is a condition which either alone or when aggregated with other conditions has resulted or, in the reasonable opinion of the Purchaser, would result in a substantial loss or damage to the properties or assets of the Company whether or not insured, that would materially affect or impair the ability of the Company to conduct its business as presently conducted.
No Material Adverse Condition. Since March 31, 2005, (i) no event has occurred that would constitute a Material Adverse Condition, (ii) the Entravision Parties have operated the Entravision Stations in the ordinary course consistent with past practice, (iii) no employees or group of employees that are material to the operation of the Entravision Stations have been fired or have resigned, and (iv) no Material Contract has terminated or expired without being renewed on substantially the same terms.
No Material Adverse Condition. Except as disclosed to PIC in ----------------------------- with respect to the financial condition, assets, properties, goodwill, earnings or business of EPL; there shall have been no material adverse federal, state or local legislative or regulatory change affecting the business of EPL; and the properties and assets of EPL shall not have been materially damaged by fire, flood, casualty, act of God or the public enemy or other cause regardless of insurance coverage for such damage so as to materially impair the ability of EPL to carry on its business as presently conducted.
No Material Adverse Condition. ARS and ARS License do not know of any undisclosed condition specifically applicable to the Kansas City Stations that exists on the date of this Agreement, including but not limited to, pending or threatened litigation, that is likely to have a material adverse effect on the ARS Assets or financial condition of the Kansas City Stations, other than (i) changes in the Ordinary Course of Business, (ii) general economic, business or financial conditions or trends, and (iii) conditions generally affecting radio stations.
No Material Adverse Condition. Entercom and ECI do not know of any undisclosed condition specifically applicable to KLOU that exists on the date of this Agreement, including but not limited to, pending or threatened litigation, that is likely to have a material adverse effect on the KLOU Assets or financial condition of KLOU, other than (i) changes in the Ordinary Course of Business, (ii) economic, business or financial conditions or trends, and (iii) conditions generally affecting radio stations.
No Material Adverse Condition. There shall have not occurred a Material Adverse Condition with respect to the Company between the date of execution of this Agreement and until the Closing Date.
No Material Adverse Condition. There shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and there shall be no proceeding of a judicial or administrative nature or otherwise, in progress or threatened that relates to or results from the transactions contemplated by this Agreement that would, if successful, result in an order or ruling that would preclude completion of the transactions contemplated by this Agreement in accordance with the terms hereof.
