Absence of Certain Conditions. Except as specifically disclosed on Schedule 5.17 hereto, (a) no Plan has engaged in any transaction in connection with which the Borrower, its Subsidiaries or any ERISA Affiliate could be subject to any material fine or penalty (imposed by Section 4975 of the Code or Section 502(i) of ERISA or otherwise); (b) no Employee Pension Plan is in at-risk status as defined in Section 430(i) of the Code, there is no failure to meet the Minimum Funding Standard for any Employee Pension Plan, or an unfulfilled obligation to contribute to any Multiemployer Plan; (c) no Plan has been terminated under conditions which resulted or could result in any liability to the PBGC; (d) no liability to the PBGC has been or is expected by the Borrower to be incurred with respect to any Plan, except for required premium payments to the PBGC; (e) there has been (i) no Reportable Event with respect to any Employee Pension Plan (other than those events as to which the 30-day notice period referred to in Section 4043(c) of ERISA has been waived) and (ii) no event or condition which presents a material risk of termination of any Plan by the PBGC, in either case involving conditions which could result in any liability to the PBGC; (f) none of the Borrower, its Subsidiaries or any ERISA Affiliate has incurred or anticipates incurring Withdrawal Liability with respect to any Multiemployer Plan (other than any Withdrawal Liability that has been fully satisfied); (g) no Multiemployer Plan is in Reorganization; (h) the Borrower, its Subsidiaries and all ERISA Affiliates have complied in all material respects with the health continuation coverage requirements of COBRA and the requirements of the Health Insurance Portability and Accountability Act of 1996; (i) there is no unfunded benefit liability in respect of any Plan which exceeds $1,000,000; (j) there is no Plan providing for retiree health benefits (other than as required under applicable Law); (k) neither the Borrower, any of its Subsidiaries nor any ERISA Affiliate is subject to the Early Warning Program of the PBGC (as described in PBGC Technical Update 00-3); (l) neither the Borrower, any of its Subsidiaries nor any ERISA Affiliate has been contacted by the PBGC in connection with the PBGC’s Early Warning Program; (m) none of Borrower, its Subsidiaries or any ERISA Affiliates are subject to a tax under section 4971 of the Code.
Absence of Certain Conditions. Since the date of the Financial Statement in Schedule 3.7, (other than as disclosed in the Adjusted Balance Sheet set forth on Schedule 3.7) the Corporation did not:
Absence of Certain Conditions. Except as expressly contemplated under this Agreement, no Requisite Regulatory Approval shall have been granted subject to any condition or conditions that, and there shall not have been any action taken, or any statute, rule, regulation, order or decree enacted, entered, enforced or deemed applicable to the Merger by any Governmental Authority of competent jurisdiction that, in connection with the grant of a Requisite Regulatory Approval, requires any of the Parties, including the Continuing Bank, to agree to any condition, requirement or restriction upon the Continuing Bank that would constitute a material impairment of the benefits reasonably expected to be realized from the consummation of the Merger and the other transactions contemplated by this Agreement. Notwithstanding anything in Section 1.1 or this Section 6.1 to the contrary, following the initial dissemination of the Disclosure Statement by the Parties in accordance with Section 5.1, except with respect to any new conditions required, or actions taken, by the FHFA or any other Governmental Authority subsequent to such date, the condition set forth in this Section 6.1(e) shall have been deemed satisfied (or waived, as applicable).
Absence of Certain Conditions. There shall not have been any material adverse developments from the date hereof to the date of Closing with respect to the business of Tanners, as determined by RTI, in its discretion, including without limitation, any notice of violation from any governmental authority.
Absence of Certain Conditions. To the knowledge of Innovex and the Management Shareholders, there exists no event, occurrence, condition or act which, with the giving of notice or the lapse of time, would constitute a breach of or cause any of the representations and warranties in this Article II to become untrue.
Absence of Certain Conditions. To the knowledge of Quintiles, there exists no event, occurrence, condition or act which, with the giving of notice or the lapse of time, would constitute a breach of or cause any of the representations and warranties in this Article III to become untrue. The subject matter covered by any section, subsection or provision of this Article III shall not be exclusive as to such subject matter to the extent covered by another section, subsection or provision of this Article III, and the specificity of any representation or warranty or other provision or part thereof shall not affect or limit the generality of any other representation or warranty or other provision or part thereof.
Absence of Certain Conditions. There shall be no circumstances, acts or omissions that have resulted in, or could reasonably be expected to result in, the cancellation, forfeiture or suspension of the Existing Exploration Contract or any of the Company’s Production Contracts.
Absence of Certain Conditions. Since January 1, 2014, none of the Company, the Company’s independent public accountants, the Company Board or the audit committee of the Company Board has identified or received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company that is reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; (ii) “material weakness” or significant deficiency in the design or operation of the internal controls over financial reporting of the Company that is reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; or (iii) fraud or allegation of fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
Absence of Certain Conditions. Since the date of the financial statements referred to in Section 9.5, Seller did not:
Absence of Certain Conditions. The Real Property does not contain and has not contained any aboveground or underground storage tank, asbestos, dump, hazardous waste management facility, impoundment, lagoon, landfill, lead, pipeline, radon, septic system or wetland. There are no conditions or circumstances with respect to the Real Property which pose a risk to the environment.
