Common use of Absence of Changes or Events Clause in Contracts

Absence of Changes or Events. Subject to the matters set forth in the Seller Disclosure Schedule, including Section 4.11 thereof, since January 1, 2012, there has not been any event, occurrence or development that has resulted in a Material Adverse Effect. Purchaser acknowledges that there has been and will continue. to be a disruption to the conduct of the Business as a result of the announcement by Seller of its intention to sell the Product and the Acquired Assets and as a result of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and Purchaser agrees that such disruptions do not and shall not constitute a breach of this Section 4.11 or of Section 5.02.

Absence of Changes or Events. Subject to the matters set forth in the Seller Disclosure Schedule, Schedule and including Section 4.11 thereof4.10 thereof as well as the Seller’s filings with the Securities and Exchange Commission, since January June 1, 20122016, there has not been any event, occurrence or development that has resulted in a Material Adverse Effect. Purchaser acknowledges that there has been and will continue. continue to be a disruption to the conduct of the Business Assets as a result of the announcement by Seller of its intention to sell the Product and the Acquired Assets and as a result of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and Purchaser agrees that such disruptions do not and shall not constitute a breach of this Section 4.11 4.10 or of Section 5.02.