PUBLIC REPORTS; NO MATERIAL ADVERSE CHANGE Sample Clauses

PUBLIC REPORTS; NO MATERIAL ADVERSE CHANGE. As of their respective dates, each SEC Filing filed since December 31, 2011 complied as to form in all material respects with the requirements of the Securities Act and the 1934 Act and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein, in light of the circumstances under which they were made, or necessary to make the statements therein not misleading. The Company has made all of the SEC Filings required to be made by it since December 31, 2011. Except as disclosed in the SEC Filings or any press releases issued by the REIT and attached to the Disclosure Letter, there has been since December 31, 2011 no adverse change in the condition (financial or other), assets, business, or results of operations of the REIT or any of the Subsidiaries which could reasonably be expected to have material Adverse Effect on the REIT and the Subsidiaries on a consolidated basis, other than those occurring as a result of general economic or financial conditions or other developments which are not unique to the REIT or any Subsidiary but also generally affect other Persons who participate or are engaged on the lines of business in which the REIT or any Subsidiary participate or are engaged. Except as for matters reflected or reserved against in the balance sheet included in the REIT's most recent 10-Q as filed with the Commission, and except as disclosed in the SEC Filings or any press release issued by the REIT and attached to the Disclosure Letter (in each case as filed with the Commission or issued since the date of filing of the REIT's most recent 10-Q), since the date of such balance sheet there has been no obligation or liability (contingent or otherwise) incurred by the REIT or any of the Subsidiaries, except liabilities or obligations (i) which were incurred in the ordinary course of business consistent with past practice or (ii) which could not have been, and could not be, reasonably expected to have a Material Adverse Effect on the REIT and its Subsidiaries on consolidated basis.
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PUBLIC REPORTS; NO MATERIAL ADVERSE CHANGE. (a) The Shelf Registration Statement complies as to form in all material respects with the requirements of the Securities Act and the 1934 Act and does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary, in order to make the statements made, in light of the circumstances under which they were made not misleading. The REIT has made all of the SEC Filings required to be made by it since June 1, 1997. Except as disclosed in the SEC Filings, there has been since December 31, 1998 no adverse change in the condition (financial or other), assets, business, or results of operations of the REIT or any of the Subsidiaries which could reasonably be expected to have a Material Adverse Effect on the REIT and the Subsidiaries on a consolidated basis. Except as for matters reflected or reserved against in the balance sheet included in the REIT's most recent 10-K as filed with the Commission, and except as disclosed in the SEC Filings (in each case as filed with the Commission since the date of filing of the REIT's most recent 10-K), since the date of such balance sheet there has been no material obligation or material liability (contingent or otherwise) incurred by the REIT or any of the Subsidiaries, except liabilities or obligations which were incurred in the ordinary course of business. The documents listed on Part IV, Item 14 of the REIT's 10-K for the year ended December 31, 1998 have been compiled in compliance with Item 601 of Regulation S-K of the Securities Act.
Sample 1

Related to PUBLIC REPORTS; NO MATERIAL ADVERSE CHANGE

  • Financial Statements; No Material Adverse Change All financial statements relating to Borrower which have been or may hereafter be delivered by Borrower to Lender have been prepared in accordance with GAAP and fairly present the financial condition and the results of operation of Borrower as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrower to Lender prior to the date of this Agreement, there has been no material adverse change in the assets, liabilities, properties and condition, financial or otherwise, of Borrower, since the date of the most recent audited financial statements furnished by Borrower to Lender prior to the date of this Agreement.

  • 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 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.

  • 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 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 in all material respects the financial condition of the Borrower and its 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 Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.

  • 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.

  • Financial Statements; Material Adverse Change The consolidated balance sheet of such Borrower and its Subsidiaries, as at December 31, 2020, and the related consolidated statements of income, retained earnings and cash flows of such Borrower and its Subsidiaries, certified by PricewaterhouseCoopers LLP, independent public accountants, and the unaudited consolidated balance sheet of such Borrower and its Subsidiaries, as at June 30, 2021, and the related consolidated statements of income, retained earnings and cash flows of such Borrower and its Subsidiaries, for the six months then ended, copies of which have been furnished to each Lender and each Fronting Bank, in all cases as amended and restated to the date hereof, present fairly in all material respects the consolidated financial position of such Borrower and its Subsidiaries as at the indicated dates and the consolidated results of the operations of such Borrower and its Subsidiaries for the periods ended on the indicated dates, all in accordance with GAAP consistently applied (in the case of such statements that are unaudited, subject to year-end adjustments and the exclusion of detailed footnotes). Except as disclosed in the Disclosure Documents, there has been no change, event or occurrence since December 31, 2020 that has had a Material Adverse Effect with respect to such Borrower.

  • 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 the financial condition of the Borrower and its 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.

  • 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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