Absence of Material Adverse and Other Changes Sample Clauses

Absence of Material Adverse and Other Changes. Except as set forth in Section 4.10 of the TEF Group Disclosure Schedule, since December 31, 2001, the business of TEF Covered Assets has been conducted in the ordinary course consistent with past practices and there has not been any change in the business, results of operations or financial condition of any of the TEF Covered Assets as described in the TEF Group Financial Statements, which could be reasonably be expected to have a Material Adverse Effect.
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Absence of Material Adverse and Other Changes. Except as set forth in Section 5.10 of the PT Group Disclosure Schedule, since December 31, 2001, the business of PT Covered Assets has been conducted in the ordinary course consistent with past practices and there has not been any change in the business, results of operations or financial condition of any of the PT Covered Assets as described in the PT Group Financial Statements, which could be reasonably be expected to have a Material Adverse Effect.
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Absence of Material Adverse and Other Changes. Except as contemplated by this Merger Agreement and as otherwise set forth on Exhibit B, Section 4.6, since June 30, 2010, Rovion has conducted its business in the ordinary course, consistent with past practices, and there has not been: (a) any event or occurrence that has materially adversely affected Rovion or its business, (b) any declaration or payment of any dividend in respect of its capital stock, (c) any increase in the regular compensation of any of the officers or employees of Rovion, except such increases as have been granted in the ordinary course of business in accordance with its customary practices (which shall include normal periodic performance reviews, promotions and related compensation increases), (d) any incurrence, assumption or guarantee by Rovion of any indebtedness (other than from DGLP) for borrowed money other than in the ordinary course of business consistent with past practices,(e) any transaction or commitment made, or any contract or agreement entered into, by Rovion (including the acquisition or disposition of any assets) or any relinquishment by Rovion of any contract or other right, in either case, material to Rovion's business taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practices and those contemplated by this Merger Agreement, (f) any material change in any method of accounting practice by Rovion, (g) any loss or damage to the properties or assets of Rovion which has materially adversely affected, or is reasonably likely to materially adversely affect Rovion, or (h) any agreement or any commitment to take any of the actions described in this Section 4.6.
Sample 1
Absence of Material Adverse and Other Changes. Except as set forth in Section 4.7 of the Disclosure Schedule or as otherwise contemplated by this Agreement, since June 30, 2000 (i) the Companies have conducted their respective businesses in all material respects in the ordinary and usual course of such businesses and (ii) there has not been (a) any change in the business, results of operations or financial condition of the Companies that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, (b) any material damage, destruction or other casualty loss (whether or not covered by insurance) with respect to any asset or property owned, leased or otherwise used by any of the Companies which is material to the Companies taken as a whole, (c) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock of any of the Companies except as contemplated by SECTION 3.5, (d) any significant change by any of the Companies in accounting principles or methods, (e) any material transaction made by any of the Companies that is not in the ordinary course of business or not consistent with past practices, (f) any sale, disposal or transfer of any material assets of any of the Companies or any cancellation of any material debts or claims, except sales in the ordinary course of business of inventory or of an immaterial amount of other tangible personal property not required in their respective businesses or the cancellation of any debts or claims in the ordinary course of business, (g) any material mortgage, pledge or subjection to an Encumbrance, except for Permitted Encumbrances, of any of the Companies' properties or assets, (h) any increase in, or commitment to increase, the compensation payable or to become payable to any officer, director, employee or agent, or any bonus payment or similar arrangement made to or with any of such officers, directors, employees or agents, (i) any adoption of a plan or agreement or amendment to any existing plan or agreement (or commitment for the same) providing any new or additional benefits to employees, officers or directors, (j) any material alteration in the manner of keeping their books, accounts or records, or in the accounting practices reflected therein, (k) any intercompany loan or borrowing to or from any stockholder of Seller, (l) any acquisition of any assets, acquisition of any business or merger or consolidation, by or involving any Company other than in the ordinary course of bu...
Sample 1
Absence of Material Adverse and Other Changes. Except as contemplated by this Agreement, and except as set forth in Section 4.9 of the Greixxx Xxxclosure Letter, since September 30, 1995, Greixxx xxx the Greixxx Xxxsidiaries have conducted their business in the ordinary course, consistent with past practices, and there has not been: (a) any event or occurrence that has resulted in a Greixxx Xxxerial Adverse Effect, or any development or combination of developments of which Greixxx xxx knowledge that is reasonably likely, in Greixxx'x xxxmercially reasonable judgment, to result in a Greixxx Xxxerial Adverse Effect, (b) any declaration, setting aside or payment of any dividend or other capital distributions in respect of any of its capital stock, except for regular cash dividends to holders of Greixxx Xxxmon Stock in amounts and at times consistent with prior practice, or any redemption or repurchase or other acquisition of any shares of its capital stock, (c) any increase in the regular compensation of any of the officers or employees of Greixxx xx the Greixxx Xxxsidiaries, except such increases as have been granted in the ordinary course of business in accordance with its customary practices (which shall include normal periodic performance reviews, promotions and related compensation increases), (d) any incurrence, assumption or guarantee by Greixxx xx any of the Greixxx Xxxsidiaries of any indebtedness for borrowed money other than in the ordinary course of business consistent with past practices, (e) any transaction or commitment made, or any contract or agreement entered into, by Greixxx xx any of the Greixxx Xxxsidiaries (including the acquisition or disposition of any assets) or any relinquishment by Greixxx xx any of the Greixxx Xxxsidiaries of any contract or other right, in
Sample 1
Absence of Material Adverse and Other Changes. Except as otherwise contemplated by this Agreement, since March 31, 1997, (a) there has not been any adverse change in the business, results of operations or financial condition of Systems Chemistry (other than changes resulting from changes in general economic or financial conditions or changes affecting generally the business in which Systems Chemistry operates), (b) Seller has conducted the Business in the ordinary course, (c) Seller or System Chemistry has not increased the compensation or benefits of any of the officers or employees set forth on Schedule 5.9(a), (d) Seller has not sold or disposed of the material properties or assets of Systems Chemistry, except in the ordinary course of business, (e) Seller has not suffered any loss or damage to the properties or assets of Systems Chemistry and (f) Seller has not entered into any agreement or made any commitment to take any of the actions described in this Section 3.7.
Sample 1
Absence of Material Adverse and Other Changes. Except as contemplated by this Agreement, and except as set forth in Section 4.9 of the Woodward-Clyde Disclosure Letter, since December 31, 1996, Woodward-Xxxxx xxx xxx Woodward-Clyde Subsidiaries have conducted txxxx xxxxxxxx in the ordxxxxx xxxxxx, consistent with past practices, and there has not been: (a) any event or occurrence that has resulted in a Woodward-Clyde Material Adverse Effect, or any development or combinatxxx xx xxxxxxxments of which Woodward-Clyde has knowledge that is reasonably likely, in Woodward-Clxxx'x xxxxxxxxally reasonable judgment, to result in a Wooxxxxx-Xxxxx Xxxerial Adverse Effect, (b) any declaration, settixx xxxxx xx xxyment of any dividend or
Sample 1
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Related to Absence of Material Adverse and Other Changes

  • Absence of Material Adverse Changes No material adverse change in the business, assets, financial condition, or prospects of the Company shall have occurred, no substantial part of the assets of the Company not substantially covered by insurance shall have been destroyed due to fire or other casualty, and no event shall have occurred which has had or will have a material adverse effect on the business, assets, financial condition or prospects of the Company.

  • Absence of Material Adverse Effect Since the date of this Agreement, there shall not have been any event, change or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect.

  • Absence of Material Adverse Change On the Closing Date, no circumstance shall exist that constitutes a REIT II Material Adverse Effect.

  • Absence of Company Material Adverse Effect Since the date of this Agreement, there shall not have been any event, change, effect or development that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect.

  • 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.

  • Notice of Material Adverse Effect The Company shall notify the Buyer (and any subsequent holder of the Debentures), as soon as practicable and in no event later than three (3) business days of the Company’s knowledge of any Material Adverse Effect on the Company. For purposes of the foregoing, “knowledge” means the earlier of the Company’s actual knowledge or the Company’s constructive knowledge upon due inquiry.

  • Notice of Material Adverse Change Promptly inform Lender of (i) any and all material adverse changes in Borrower’s financial condition, and (ii) all claims made against Borrower which could materially affect the financial condition of Borrower.

  • No Material Adverse Effect or Ratings Agency Change For the period from and after the date of this Agreement and prior to the Closing Date:

  • Amendments without Material Adverse Effect Without the consent of the Noteholders, the Issuer and the Indenture Trustee may, and when directed by Issuer Order will, amend this Indenture to add terms to, to change or eliminate the terms of, or to amend (other than the amendments in Section 9.2) the rights of the Noteholders under, this Indenture, if:

  • 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.

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