Ordinary Course; No Material Adverse Effect Sample Clauses

Ordinary Course; No Material Adverse Effect. Except as set forth in Schedule 6.17 and for the transactions contemplated in this Agreement, since December 31, 1997, Seller has conducted its business and maintained its assets substantially in the same manner as previously conducted or maintained and solely in the ordinary course and, since such date, there has not been any event that has or would, with or without the giving of notice or the passage of time, result in a material adverse effect on Seller or the Business.
Sample 1
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Ordinary Course; No Material Adverse Effect. (a) The business of the Company and the Company Subsidiaries has been conducted in the ordinary course since January 1, 2006. (b) Since January 1, 2006, the Company and the Company Subsidiaries, taken as a whole, have not suffered any Material Adverse Effect.
Sample 1
Ordinary Course; No Material Adverse Effect. Since December 31, 2011, each Seller has conducted its business only in the ordinary course consistent with its past practices, has not undertaken, incurred or agreed or committed to make or incur, any material obligations, including the acceptance of orders for products or services, or Liabilities, including: 7.25.1. created, or allowed to subsist, any Liens; 7.25.2. failed to pay or discharge when due any Liabilities; 7.25.3. sold, encumbered, assigned or transferred any assets or properties, except for the sale of Inventory or other assets in the ordinary course of business; 7.25.4. materially modified, amended or terminated any material lease, license or Contract affecting the use, possession or operation of any of the Assets; 7.25.5. except as set forth in Section 7.25.5 of the Seller Disclosure Schedule, incurred any indebtedness for borrowed money or guaranteed any such indebtedness of another Person; 7.25.6. made or declared any distributions or declared or paid any dividends to its shareholders and/or Affiliates, or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its share capital or securities; 7.25.7. suffered any loss, damage or destruction to, or any interruption in the use of, any of the Assets (whether or not covered by insurance); 7.25.8. canceled, modified or waived any debts or claims held by it or waived any rights (which debts or rights are in excess of $5,000 (five thousand dollars) in the aggregate), whether or not in the ordinary course of business; 7.25.9. made any changes in the rate of compensation payable or paid, or agreed or orally promised to pay, conditionally or otherwise, any extra compensation (including fringe benefits), or severance or vacation or relaxation pay, to any director, officer, employee, consultant or agent and has not changed, altered or entered into any employment agreement or consulting agreement; 7.25.10. written up or written down any of the Assets, which write-ups or write-downs are in excess of $5,000 (five thousand dollars in the aggregate); or 7.25.11. made commitments or agreements for capital expenditures or capital additions or betterments. Since the date of this Agreement, neither of the Sellers took any of the actions and no event occurred which constitutes a breach of Section ‎9.3. Since December 31, 2011, there has not been any Material Adverse Effect.
Sample 1
Ordinary Course; No Material Adverse Effect. Except as expressly contemplated by this Agreement or as set forth in Section 4.5 of the Disclosure Schedule, since December 31, 2014 (i) the Business has been conducted in all material respects in the ordinary course and (ii) there has not been any change, event or development that has had or would reasonably be likely to have a Material Adverse Effect. Except as set forth on Section 4.5 of the Disclosure Schedule and except as expressly contemplated by this Agreement, since the date of the Unaudited Financial Statements, CECity has not: (a) borrowed any amount under existing credit lines, except borrowings under such credit lines in the ordinary course of business; (b) mortgaged, pledged or subjected to any Encumbrance any of its material assets, except Permitted Encumbrances; (c) sold, leased, assigned, licensed or transferred any of its material assets or any material portion of its tangible assets, except in the ordinary course of business; (d) sold, leased, assigned, licensed or transferred any Intellectual Property owned by CECity, except in the ordinary course of business; (e) declared, set aside or paid any dividend or distribution of property to its equityholders or made any other payment to its equityholders, in each case other than Cash Equivalents; (f) made any material changes in any Benefit Plan or made or promised to make any material changes in wages, salary or other compensation with respect to its officers, directors or employees, in each case other than changes made in the ordinary course of business or pursuant to existing agreements or arrangements or as required to comply with applicable Law; (g) made a material change in its accounting methods, practices or policies or any Tax method of accounting; (h) canceled or waived any rights in excess of $200,000 or commenced or settled any litigation involving an amount in excess of $100,000 for any one case; or (i) modified or amended in any material respect or canceled or terminated any Material Contract, other than any renewals or extensions thereof on the same terms and conditions or otherwise in the ordinary course of business.
Sample 1
Ordinary Course; No Material Adverse Effect. Except as set forth in Schedule 6.15 and for the transactions contemplated in this Agreement, since December 31, 1996, Cheney has conducted the Businexx xxx maintained the assets relating to the Business substantially in the same manner as previously conducted or maintained and solely in the ordinary course and, since such date, there has not been any event that has or would, with or without the giving of notice or the passage of time, result in a material adverse effect on Cheney or the Business.
Sample 1

Related to Ordinary Course; No Material Adverse Effect

  • No Material Adverse Effect Since the date of this Agreement, there shall not have occurred any Material Adverse Effect.

  • 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.

  • 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 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 Statements; 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; (ii) fairly present the financial condition of the Borrower and its Consolidated Subsidiaries as of the date 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; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries dated March 31, 2018, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect; provided that, any determination of the existence of a Material Adverse Effect (solely, for purposes of any determination under clause (a) of the definition of Material Adverse Effect under this Section 5.05(c)) made with respect to any portion of the period commencing on the Second Amendment Effective Date through June 30, 2021, shall exclude any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Second Amendment Effective Date, and the scope of such adverse effect is no greater than that which has been disclosed. (d) The consolidated forecasted balance sheet and statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrower’s best estimate of its future financial condition and performance. (e) Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries not included in such financial statements, including liabilities for taxes, material commitments and Indebtedness.

  • No Company Material Adverse Effect Since the date of this Agreement, there shall not have occurred any Company 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.

  • Parent Material Adverse Effect Since the date of this Agreement, there shall not have been any Parent Material Adverse Effect or any event, change, or effect that would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

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

  • 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).

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