No Material Adverse Effects; No Material Adverse Change Sample Clauses

No Material Adverse Effects; No Material Adverse Change. Since ------------------------------------------------------- the date of the Latest Balance Sheet, the Company, together with its Subsidiaries, has conducted its business in the ordinary course consistent with past practices and has not: (a) suffered any Material Adverse Change; (b) suffered any damage, destruction or Loss to any of its assets or properties (whether or not covered by insurance) that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (c) taken any action or failed to take any action, or made any expenditure or failed to make any expenditure, or entered into or authorized any Contract or transaction, other than in the ordinary course of business and consistent with past practice; (d) sold, transferred, conveyed, assigned or otherwise disposed of any of its material assets or properties, except sales of inventory in the ordinary course of business and consistent with past practice; (e) waived, released or cancelled any claims against third parties or debts owing to it, or any rights which have any value; (f) made any changes in its accounting systems, policies, principles or practices; (g) made any payment of any Xxxxxxxx Sales Commissions, entered into, authorized, or permitted any transaction with any Seller, any Corporation, or any Affiliate of any Seller or any Corporation or paid any dividend or made any other distribution in respect of the Membership Interests since the date of the Latest Balance Sheet, except to the extent contemplated by Section 8.13; (h) authorized for issuance, issued, sold, delivered or agreed or committed to issue, sell or deliver (whether through the issuance or granting of options, warrants, convertible or exchangeable securities, commitments, subscriptions, rights to purchase or otherwise) any Membership Interests or any other securities of the Company or any Subsidiary of the Company or EPP, or amended any of the terms of any Membership Interests or such other securities; (i) split, combined, or reclassified any Membership Interests or any other securities, declared, set aside or paid any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any Membership Interests or any other securities, or redeemed or otherwise acquired any Membership Interests or any other securities of the Company or any Subsidiary of the Company or EPP; (j) made any borrowings, incurred any Indebtedness, or assumed, guarant...
Sample 1
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No Material Adverse Effects; No Material Adverse Change. Since the Latest Balance Sheet Date, the Company and Seller have conducted the Automotive Business in the ordinary course consistent with past practices of the Automotive Business and the Company and Seller (with respect to the Automotive Business) have not: (a) suffered any Material Adverse Change (provided that for the purpose of this Section 4.6(a), $250,000 in the aggregate shall be substituted for $100,000 individually in the definition of "Material Adverse Effect"); (b) suffered any damage, destruction or Loss to any of their assets or properties (whether or not covered by insurance) that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (provided that for the purpose of this Section 4.6(b), $250,000 in the aggregate shall be substituted for $100,000 individually in the definition of "Material Adverse Effect"); (c) taken any action or failed to take any action, or made any expenditure or failed to make any expenditure, or entered into or authorized any Material Contract or transaction, other than in the ordinary course of business and consistent with past practice and other than pursuant to the Restructuring; (d) except for the Restructuring, sold, transferred, conveyed, assigned or otherwise disposed of any material assets or properties related to the Automotive Business (other than the Excluded Assets), except sales of inventory in the ordinary course of business and consistent with past practice; (e) waived, released or canceled any claims against third parties or debts owing to them, or any rights which have any value and which relate to the Automotive Business, other than in the ordinary course of business and consistent with past practice pursuant to Contracts which are not Material Contracts with Persons that are not Affiliates of Seller; (f) made any changes in their accounting systems, policies, principles or practices related to the Automotive Business; (g) except for the transfer from Seller to the Company of the property and other assets comprising the Automotive Business in connection with the Restructuring, entered into, authorized or permitted any transaction with Seller or any Affiliate of Seller from the Latest Balance Sheet Date through to the Closing Date; (h) authorized for issuance, issued, sold, delivered or agreed or committed to issue, sell or deliver (whether through the issuance or granting of options, warrants, convertible or exchangeable securities, commitments, su...
Sample 1

Related to No Material Adverse Effects; No Material Adverse Change

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

  • No Material Adverse Changes There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror and its subsidiaries, taken as a whole.

  • 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 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).

  • Material Adverse Change A Material Adverse Change occurs;

  • Material Adverse Effect The occurrence of any event or condition that has had, or could reasonably be expected to have, a Material Adverse Effect.

  • Financial Condition; No Material Adverse Effect (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries as of the respective dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries as of the dates thereof and their results of operations for the periods covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower has heretofore furnished to the Joint Lead Arrangers the consolidated pro forma balance sheet of the Borrower and its Subsidiaries as of March 31, 2015, and the related consolidated pro forma statement of operations of the Borrower as of and for the twelve-month period then ended (such pro forma balance sheet and statement of operations, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower and its Subsidiaries as of March 31, 2015, and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). (d) Since the Closing Date, there has been no Material Adverse Effect.

  • No Material Adverse Breaches, etc Except as set forth in the SEC Documents, neither the Company nor any of its subsidiaries is subject to any charter, corporate or other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company's officers has or is expected in the future to have a Material Adverse Effect on the business, properties, operations, financial condition, results of operations or prospects of the Company or its subsidiaries. Except as set forth in the SEC Documents, neither the Company nor any of its subsidiaries is in breach of any contract or agreement which breach, in the judgment of the Company's officers, has or is expected to have a Material Adverse Effect on the business, properties, operations, financial condition, results of operations or prospects of the Company or its subsidiaries.

  • 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.

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