Xx Adverse Change. Except as set forth in Exhibit 3.21 attached hereto and except for the Asset Transfers, since December 31, 2000, the Companies have carried on their respective businesses in the ordinary course and substantially in the same manner as heretofore carried on and there has not been (a) any change or development with respect to the Companies constituting a Material Adverse Effect; (b) any loss, damage, condemnation or destruction to the assets or properties of the Companies, whether or not insured against, constituting a Material Adverse Effect; (c) any borrowings by the Companies, other than trade payables arising in the ordinary course of business and advances from Seller and its Affiliates; (d) any mortgage, pledge, lien or encumbrance made on any of the assets or properties of the Companies, except for Permitted Liens; or (e) any sale, transfer or other disposition of assets or properties of the Companies other than in the ordinary course of business.

Xx Adverse Change. Except as set forth on Schedule 3.18 and except for the Apex Business and the Excluded Business Activities, since June 30, 2014, each Company has conducted its business only in the ordinary course, consistent with past practice, and there has not been: a.an event, change or occurrence that has had a Material Adverse Effect on the Companies taken as a whole; b.any material increase in the salary, wage or bonus payable by a Company or any Subsidiary to any employee, officer or director of the Companies, except in the ordinary course of business and consistent with past business practices or as required by employment or retention contracts; c.any material change in any method of accounting or accounting practice or policy used by either Company or any Subsidiary, other than as required by IFRS and set forth on Schedule 3.18; d.any change in any Tax election or Tax accounting method, any settlement of any material Tax Liability, any change in any annual Tax accounting period, any entry into any closing agreement for any material amount of Tax, any surrender of any right to any material Tax refund or any filing of any amended Tax Return, in each case by any Company or any Subsidiary; e.any amendment or modification to, or any acceleration or termination of or waiver or assignment of any material claim or right under any Lease or Material Contract; f.any material adoption, amendment, modification or termination of any bonus, profit-sharing, incentive, severance, or other plan, Contract, or commitment for the benefit of any of the Companies’ or Subsidiaries’ directors, officers or employees (or taken any such action with respect to any other Employee Benefit Plan); g.any loan made by any Company or Subsidiary to, or any other transaction entered into by any Company or Subsidiary with, any of the Companies’ or Subsidiaries’ directors, officers or employees; h.any sale, lease or other disposition of any material assets of a Company (other than inventory in the ordinary course of business) other than for fair value; i.any issuance, sale or disposition of capital stock, limited liability company interests or any other securities or grant of any options, warrants or other rights to subscribe for or purchase any capital stock, limited liability company interests or any other securities of either Company; j.any capital expenditure of any Company or Subsidiary (or series of related capital expenditures) in an amount in excess of $500,000 either individually or in the agg...

Xx Adverse Change. Except as set forth on Schedule 4.20, since April 30, 1999, there has not been: (a) any material adverse change in the Acquired Assets, the Business or the prospects of Seller or, to the knowledge of Seller, are any such changes threatened, anticipated or contemplated; (b) any material and adverse dispute of any kind pending or threatened, anticipated or contemplated with any customer, supplier, source of financing, employee, landlord, subtenant or licensee of Seller, or any pending, threatened, anticipated or contemplated occurrence or situation of any kind, nature or description which is reasonably likely to result in any material reduction in the amount, or any change in the terms or conditions, of business with any substantial customer, supplier or source of financing; or

Xx Adverse Change. There shall not have been a material adverse change in the financial condition of Transferor or the Business, whether or not covered by insurance; nor shall any lawsuit be pending that seeks to set aside the Agreement or the transactions contemplated by it.

Related to Xx Adverse Change

Material Adverse Change A Material Adverse Change occurs;
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.
No Adverse Change Any adverse change in the financial condition, assets, liabilities, business, prospects or operations of Company;
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 Adverse Changes Except as contemplated in the Prospectus, subsequent to the respective dates as of which information is given in the Prospectus, neither the Company nor any of its Subsidiaries shall have incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its capital stock; and there shall not have been any change in the capital stock (other than a change in the number of outstanding Common Shares due to the issuance of shares upon the exercise of outstanding options or warrants), or any material change in the short-term or long-term debt of the Company, or any issuance of options, warrants, convertible securities or other rights to purchase the capital stock of the Company or any of its Subsidiaries, or any development involving a prospective Material Adverse Effect (whether or not arising in the ordinary course of business), or any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, incurred by the Company or any Subsidiary, the effect of which, in any such case described above, in the Agent’s judgment, makes it impractical or inadvisable to offer or deliver the Shares on the terms and in the manner contemplated in the Prospectus.
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.
Financial Condition; No Material Adverse Change (a) The Borrower has heretofore furnished to the Administrative Agent its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal years ended December 31, 2013 and December 31, 2014, reported on by Deloitte & Touche LLP, independent public accountants, and (ii) as of and for each fiscal quarter ended subsequent to December 31, 2014 and at least 45 days prior to the Closing Date, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off). 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. (b) The Borrower has heretofore furnished to the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a), prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other 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 income statements). (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the Subsidiaries, taken as a whole. (d) Since December 31, 2014, there has been no event, change or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a 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.
Financial Condition; No Adverse Change The Borrower has furnished to the Lender its audited financial statements for its fiscal year ended June 30, 2001 and unaudited financial statements for the fiscal-year-to-date period ended March 31, 2002, and those statements fairly present the Borrower's financial condition on the dates thereof and the results of its operations and cash flows for the periods then ended and were prepared in accordance with generally accepted accounting principles. Since the date of the most recent financial statements, there has been no change in the Borrower's business, properties or condition (financial or otherwise) which has had a Material Adverse Effect.

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