No Material Adverse Effects or Changes. Periscope -------------------------------------- has not suffered any damage, destruction or Loss to any of its assets or properties (whether or not covered by insurance) which is having or could reasonably be expected to have a Periscope Material Adverse Effect. "Loss" shall mean liabilities, losses, costs, claims, damages (including consequential damages), penalties and expenses (including attorneys' fees and expenses and costs of investigation and litigation). A "Periscope Material Adverse Effect" shall mean an effect on or circumstance involving the business, operations, assets, liabilities, results of operations, cash flows or condition (financial or otherwise) of Periscope which is materially adverse to Periscope. Except to the extent set forth on Schedule 3.6, since December 31, 1997, ------------ Periscope has not (i) declared, set aside or paid any dividend or other distribution in respect of its capital stock; (ii) made any direct or indirect redemption, purchase or other acquisition of any shares of its capital stock or made any payment (other than dividends) to any of its stockholders (in their capacity as stockholders); (iii) issued or sold any shares of its capital stock or any options, warrants or other rights to purchase any such shares or any securities convertible into or exchangeable for such shares or taken any action to reclassify or recapitalize or split up its capital stock; (iv) mortgaged, pledged or subjected to any lien, lease, security interest, encumbrance or other restriction, any of its material properties or assets except in the ordinary and usual course of its business and consistent with past practice; (v) entered into any acquisition or merger agreement or commitment; (vi) except in the ordinary and usual course of its business and consistent with its past practices forgiven or canceled any material debt or claim, waived any material right; or (vii) adopted or amended any plan or arrangement (other than amendments that are not material or that were made to comply with laws or regulations) for the benefit of any director, officer or employee or changed the compensation (including bonuses) to be paid to any director, officer or employee, except for changes made consistent with the prior practice of Periscope.
No Material Adverse Effects or Changes. To the Contributing Parties’ Knowledge, since September 30, 2009, (i) the Corporation and its Subsidiaries, taken as a whole, have not suffered any Material Adverse Effect; (ii) there has been no change, event, development, damage or circumstance affecting the Corporation and its Subsidiaries, taken as a whole, that, individually or in the aggregate would reasonably be expected to have a Material Adverse Effect on the Corporation and its Subsidiaries, taken as a whole; (iii) there has not been any material change by the Corporation in its accounting methods, principles or practices, or any material revaluation by the Corporation of any of its assets, including material writing down the value of inventory or material writing off notes or accounts receivable; and (iv) each of the Corporation and its Subsidiaries has conducted its business only in the ordinary course of business consistent with past practice, except as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect.
No Material Adverse Effects or Changes. Except as contemplated by this Agreement, since March 31, 1998, neither IFHC nor ISCC has suffered any damage, destruction or Loss to any of its respective assets or properties (whether or not covered by insurance) which is having or could reasonably be expected to have an IFHC Material Adverse Effect. Except as disclosed in the Interim Financials or on Schedule 4.06 since ------------- March 31, 1998, IFHC has not nor has permitted or caused ISCC to have:
(a) declared, set aside or paid any dividend or other distribution in respect of its capital stock;
(b) made any direct or indirect redemption, purchase or other acquisition of any shares of its capital stock or made any payment to any of its shareholders (in their capacity as shareholders);
(c) made any amendment to any material term of any of its outstanding securities;
(d) issued or sold any shares of its capital stock or any options, warrants or other rights to purchase any such shares or any securities convertible into or exchangeable for such shares or taken any action to reclassify or recapitalize or split up its capital stock;
(e) incurred any debt, guaranteed any indebtedness or forgiven any material or guaranteed any indebtedness, or mortgaged, pledged or subjected to any lien, lease, security interest, encumbrance or other restriction, any of its material properties or assets except in the ordinary and usual course of its business and consistent with past practice;
(f) had any change in any method of accounting or accounting practice, except for any such change required by reason of a concurrent change in GAAP; or
(g) made any arrangement, agreement or undertaking to do any of the foregoing.
No Material Adverse Effects or Changes. Except as -------------------------------------- listed on Schedule 4.7, or as disclosed in or reflected in the ------------ financial statements included in the ANMR SEC Documents, or as contemplated by this Agreement or the Related Agreements, since March 31, 1997, none of the ANMR Companies has (i) suffered any damage, destruction or Loss to any of its assets or properties (whether or not covered by insurance) which is having or could be expected to have an ANMR Material Adverse Effect, or (ii) increased the compensation of any executive officer of any ANMR Company except for increases consistent with past practices. An "ANMR Material Adverse Effect" shall mean an effect on or circumstances involving the business, operations, assets, liabilities, results of operations, cash flows or condition (financial or otherwise) which is materially adverse to the ANMR Companies, taken as a whole.
No Material Adverse Effects or Changes. Except -------------------------------------- as listed on Schedule 4.7, or as disclosed in or reflected in the ------------ AEC Financial Statements included in the AEC SEC Documents, or as contemplated by this Agreement, since January 31, 1998, neither AEC nor any of its wholly-owned subsidiaries (AEC and such subsidiaries sometimes collectively, the "AEC Companies") has suffered any damage or destruction to any of its assets or properties (whether or not covered by insurance) which is having or could be expected to have an AEC Material Adverse Effect. An "AEC Material Adverse Effect" shall mean an effect on or circumstances involving the business, operations, assets, liabilities, results of operations, cash flows or condition (financial or otherwise) which is materially adverse to the AEC Companies, taken as a whole.
No Material Adverse Effects or Changes. Except as set forth in the SEC Documents, since January 1, 1997, Caldera has had no significant operations or business activities. Except as disclosed in the SEC Documents, or as contemplated by this Agreement, since March 31, 1998 Caldera has not suffered any material adverse change involving its business, operations, assets, liabilities, results of operations, cash flows or condition (financial or otherwise) which would have a Caldera Material Adverse Effect. Caldera is not a party to any Contract, except to the extent set forth on Schedule 5.07. -------------
No Material Adverse Effects or Changes. Except as listed on Schedule 4.7, or as disclosed in or reflected ------------ in the Eco Financial Statements included in the Eco SEC Documents, or as contemplated by this Agreement, since February 29, 1996, neither Eco nor any of its wholly-owned subsidiaries (ECO and such subsidiaries sometimes collectively, the "Eco Companies") has suffered any damage, destruction or Loss to any of its assets or properties (whether or not covered by insurance) which is having or could be expected to have an Eco Material Adverse Effect. An "Eco Material Adverse Effect" shall mean an effect on or circumstances involving the business, operations, assets, liabilities, results of operations, cash flows or condition (financial or otherwise) which is materially adverse to the Eco Companies, taken as a whole.
No Material Adverse Effects or Changes. Except as described on Section 3.6 of the STEAG Disclosure Schedule, or as disclosed in or reflected in the STEAG Financial Statements, or as contemplated by this Agreement, since December 31, 1999, none of the STEAG Subsidiaries has (i) taken any of the actions set forth in subparagraphs (a) through (r) of Section 5.1 hereof, (ii) suffered any STEAG Material Adverse Effect, and no facts or conditions exist which are reasonably likely to have, in the aggregate, a STEAG Material Adverse Effect, (iii) suffered any damage, destruction, or Loss to any of its assets or properties which is material to the STEAG Subsidiaries, taken as a whole (whether or not covered by insurance), or (iv) increased the base compensation of any executive officer of any of the STEAG Subsidiaries, other than in the ordinary course of business consistent with past practice by more than 10%.
No Material Adverse Effects or Changes. Except as described on Section 2.6 of the Xxxxxxx Disclosure Schedule, or as contemplated by this Agreement (including the elimination of intercompany accounts, intercompany obligations or indebtedness, and the transfer or removal of cash from the Xxxxxxx Subsidiaries as contemplated by Section 4.2, and the reductions in force set forth in Schedule 5.3), since September 30, 2002, none of the Xxxxxxx Subsidiaries has (i) taken any of the actions set forth in Section 4.1 hereof, (ii) suffered any Wet Business Material Adverse Effect, (iii) suffered any damage, destruction, or Loss to any of its assets or properties which is material to the Xxxxxxx Subsidiaries, taken as a whole (whether or not covered by insurance), or (iv) increased the base compensation of any executive officer of any of the Xxxxxxx Subsidiaries, other than in the ordinary course of business consistent with past practice.
No Material Adverse Effects or Changes. Except as -------------------------------------- listed on Schedule 4.7, or as disclosed in or reflected in the ------------ GIANT Financial Statements included in the GIANT SEC Documents, or as contemplated by this Agreement, since January 1, 1998, neither GIANT nor any of its wholly-owned subsidiaries (GIANT and such subsidiaries sometimes collectively, the "GIANT Companies") has suffered any damage, destruction or Loss to any of its assets or properties (whether or not covered by insurance) which is having or could be expected to have a GIANT Material Adverse Effect. A "GIANT Material Adverse Effect" shall mean an effect on or circumstances involving the business, operations, assets, liabilities, results of operations, cash flows or condition (financial or otherwise) which is materially adverse to the GIANT Companies, taken as a whole.
