Specific Changes. Except where necessary to perform its obligations under the Transaction Documents, the Existing Indebtedness and Permitted Indebtedness, since the Latest Accounts Date:
(1) no Group Member has assumed or incurred any Liabilities (actual or contingent) or expenditure otherwise than in the ordinary course of carrying on its business or entered into any transaction which is not in its ordinary course of business;
(2) no amount secured by the mortgages, charges or Security Interest disclosed in the accounts and management accounts has been increased beyond the amount shown in the accounts and management accounts and no mortgage, charge or Security Interest has been created since the Latest Accounts Date other than in the ordinary course of business;
(3) to the best knowledge of Issuer Parties, no business of any Group Member has been adversely affected by the loss of any important contract or group of customers or source of supply or by any abnormal factor not affecting related businesses similar to any Group Member to a like extent and Issuer Parties are not aware of any facts which are likely to give rise to any such effects;
(4) no Group Member has changed its existing auditor;
(5) no dividends or distributions have been declared, paid or made;
(6) no Group Member has ceased to conduct or carry on its business, approved the development of any new line of business changed any part of its business activities;
(7) no Group Member has terminated any senior manager;
(8) no Group Member has entered into any joint venture or partnership with any person;
(9) no Group Member has settled, compromised or conceded any litigation, legal proceedings, arbitration, mediation or other dispute resolution procedures involving an amount, individually or in the aggregate, exceeding US$200,000;
(10) no Group Member has changed its financial year end or accounting policies (aside from changes as required by and in conformity with US GAAP) ;
(11) save for resolutions copies of which have been delivered to Investor prior to the date hereof or which are required to be passed by any Group Member prior to the Closing in order to satisfy the conditions set out in the Transaction Documents, no board or shareholders’ resolutions of any Group Member have been passed;
(12) there has not been any waiver or compromise granted by any Group Member of a valuable right or of a material debt owing to it;
(13) there has been no change to or waiver of any right under any Material Contract; and
(14)...
Specific Changes. The Contractor will not sell to the State any notebook computers with less than a 1.2 GHz internal clock-speed. The Contractor will not sell to the State any PCs or servers using CPUs with less than a 1.6 GHz internal clock speed. All such items listed in the Contractor’s Price List are deleted for purposes of this contract. The Contractor will not offer to the State any products that are not year 2000 compliant. All such items listed in the Contractor’s Price List are deleted for purposes of this contract.
Specific Changes. The value of an individual security or particular type of security can be more volatile than, and can perform differently from, the market as a whole. A decline in the credit quality of an issuer or a provider of credit support or a maturity-shortening structure for a security can cause the price of a security to decrease.
Specific Changes. Since the Balance Sheet Date:
(i) no Group Company has disposed of any asset (including trading stock) or supply of any service or business facility of any kind (including a loan of money or the letting, hiring or licensing of any property whether tangible or intangible) in circumstances where the consideration actually received or receivable for such disposal or supply was less than the consideration which would be deemed to have been received for tax purposes;
(ii) none of the amounts secured by the mortgages, charges, liens or Encumbrance disclosed in the Financial Statements has been increased beyond the amount shown in the Financial Statements and no mortgage, charge, lien or Encumbrance has been created since the Balance Sheet Date;
(iii) no dividends, bonuses or distributions have been declared, paid or made;
(iv) no payment has been made by any of the Group Companies which will not be deductible for Tax purposes either in computing the profits of the relevant Group Company or in computing the Tax chargeable on the Group;
(v) no Group Company has changed its financial year end;
(vi) save for resolutions copies of which have been delivered to the Investors prior to the date hereof or which are required to be passed by any Group Company prior to the Closing in order to satisfy the conditions set out in Section 7, no board or stockholders’ resolutions of any of the Group Companies have been passed;
(vii) there has not been any waiver or compromise granted by any Group Company of a valuable right or of a material debt owing to it; and
(viii) there has been no change to any material contract or agreement which any Group Company or any of its assets is bound by or subject to.
Specific Changes. Except where necessary to perform its obligations under the Transaction Documents, since the Latest Accounts Date:
(1) no Group Member has assumed or incurred any Liabilities (actual or contingent) or expenditure otherwise than in the ordinary course of carrying on its business or entered into any transaction which is not in its ordinary course of business;
(2) no amount secured by the mortgages, charges or Encumbrances disclosed in the accounts and management accounts has been increased beyond the amount shown in the accounts and management accounts and no mortgage, charge or Encumbrance has been created since the Latest Accounts Date other than in the ordinary course of business;
(3) no business of any Group Member has been adversely affected by the loss of any important contract or customer or source of supply or by any abnormal factor not affecting related businesses similar to any Group Member to a like extent and the Company is not aware of any facts which are likely to give rise to any such effects;
(4) except as requested by the Investor and approved by the Company on or prior to Completion, no Group Member has appointed an auditor or changed its existing auditor;
Specific Changes. Except where necessary to perform its obligations under the Transaction Documents, since the Latest Accounts Date:
(1) no Group Member has assumed or incurred any Liabilities (actual or contingent) or expenditure otherwise than in the ordinary course of carrying on its business or entered into any transaction which is not in its ordinary course of business;
(2) no amount secured by the mortgages, charges or Encumbrances disclosed in the accounts and management accounts has been increased beyond the amount shown in the accounts and management accounts and no mortgage, charge or Encumbrance has been created since the Latest Accounts Date other than in the ordinary course of business;
(3) to the best knowledge of the Company, no business of any Group Member has been adversely affected by the loss of any important contract or group of customers or source of supply or by any abnormal factor not affecting related businesses similar to any Group Member to a like extent and the Company is not aware of any facts which are likely to give rise to any such effects;
(4) no Group Member has changed its existing auditor;
(5) no dividends, bonuses or distributions have been declared, paid or made;
(6) no Group Member has ceased to conduct or carry on its business, approved the development of any new line of business changed any part of its business activities;
(7) no Group Member has terminated any Senior Manager;
(8) no Group Member has entered into any joint venture or partnership with any Person;
(9) no Group Member has settled, compromised or conceded any litigation, legal proceedings, arbitration, mediation or
Specific Changes. In furtherance of Section 9.01, but without limitation thereto, the following terms and provisions in the Base Indenture shall not apply to the Notes:
(a) The following defined terms in the Base Indenture and the related uses of those terms in the Base Indenture shall not apply: Additional Interest, Common Securities, Declaration, Delaware Trustee, Dissolution Event, Distributions, Institutional Trustee, No Recognition Opinion, Preferred Securities, Preferred Security Certificate, Redemption Tax Opinion, Regular Trustees, Special Event, Tax Event, Tax Event Opinion and Trust Securities.
(b) The following complete Sections or Subsections of the Base Indenture shall not apply: Section 3.10(c), Section 3.12(a), Section 4.2(vii), Section 9.2(4) (and the proviso immediately thereafter), Section 10.5, Section 10.6(a), Section 10.7 and Section 15.1.
(c) The following other provisions of the Base Indenture shall not apply:
(i) The last sentence of Section 3.11 of the Base Indenture shall not apply.
(ii) The reference in the final paragraph of Section 4.1 of the Base Indenture to the Company’s obligation to pay the expenses of any Citigroup Trust shall not apply.
(iii) The proviso at the end of the second full sentence of Section 5.6 of the Base Indenture shall not apply.
(iv) The second full sentence of Section 10.6(b) of the Base Indenture shall not apply.
Specific Changes. In furtherance of Section 9.01, but without limitation thereto, the following terms and provisions in the Base Indenture shall not apply to the Notes:
(a) The following defined terms in the Base Indenture and the related uses of those terms in the Base Indenture shall not apply: Administrative Trustee, Common Securities, Declaration, Delaware Trustee, Direct Action, Dissolution Event, Distributions, GMAC Trust, Institutional Trustee, Non Book-Entry Trust Preferred Securities, Special Event, Trust Preferred Securities, Trust Preferred Security Certificate and Trust Securities.
(b) The following complete Sections or Subsections of the Base Indenture shall not apply: Section 3.12(a), Section 4.02(vii), Section 4.03(i)(F), Section 9.02(d) (and the provisos immediately thereafter), Section 10.05, Section 10.06(a), Section 10.07 and Section 15.01.
(c) The following other provisions of the Base Indenture shall not apply:
(i) the last sentence of Section 3.10(a) of the Base Indenture and the words “, which, in respect of any Securities of which the Institutional Trustee of the applicable series of any GMAC Trust is the Holder or a Global Security, shall be the close of business on the Business Day next preceding that Interest Payment Date” immediately preceding such sentence;
(ii) the last sentence of Section 3.11 of the Base Indenture;
(iii) the last paragraph of Section 4.01 of the Base Indenture;
(iv) the proviso at the end of the first sentence of Section 5.02 of the Base Indenture;
(v) the proviso in the penultimate sentence of Section 5.02 of the Base Indenture up to the semi-colon immediately following such proviso;
(vi) the last sentence of Section 5.06(a) of the Base Indenture;
(vii) the provisos at the end of the first sentence of Section 5.06(b) of the Base Indenture;
(viii) the last sentence of Section 5.06(b) of the Base Indenture; and
(ix) the second sentence of Section 10.06(b) of the Base Indenture.
Specific Changes. Since the Balance Sheet Date:
(i) there has not been any change in the assets, liabilities, financial condition or operations of any of Hurray! Times except changes in the ordinary course of business which have not been, either in any case, or in the aggregated, materially adverse;
(ii) none of the amounts under any guarantees or secured by the mortgages, charges, liens or Encumbrance disclosed in the Financial Statements has been increased beyond the amount shown in the Financial Statements and no material guarantee, mortgage, charge, lien or Encumbrance has been entered into, given or created since the Balance Sheet Date;
(iii) no business of Hurray! Times has been materially adversely affected by the loss of any material contract, including but not limited to the cooperation agreements with Network Operators, and none of the Warrantors are aware of any facts which are likely to give rise to any such effects;
(iv) Unless otherwise provided in this Agreement, no dividends, bonuses or distributions have been declared, paid or made by Hurray! Times;
(v) there has not been any waiver or compromise granted by Hurray! Times of a valuable right owned by it or of a material debt owing to it; and
(vi) there has been no adverse change to any material contract or agreement which Hurray! Times or any of its assets is bound by or subject to.
(vii) there has no any condition or event of any character which has materially and adversely affected Hurray! Times’ business or prospects.
Specific Changes. Since the Management Accounts Dates:
(i) no Group Company has disposed of any asset (including trading stock) or supply of any service or business facility of any kind (including a loan of money or the letting, hiring or licensing of any property whether tangible or intangible) in circumstances where the consideration actually received or receivable for such disposal or supply was less than the consideration which would be deemed to have been received for tax purposes;
(ii) none of the amounts secured by the mortgages, charges, liens or Encumbrance disclosed in the Management Accounts has been increased beyond the amount shown in the Management Accounts Dates and no mortgage, charge, lien or Encumbrance has been created since the date hereof;
(iii) no dividends, bonuses or distributions have been declared, paid or made;
(iv) no payment has been made by any of the Group Companies which will not be deductible for Tax purposes either in computing the profits of the relevant Group Company or in computing the Tax chargeable on the Group;
(v) no Group Company has changed its financial year end;
