Common use of No Change; Solvent Clause in Contracts

No Change; Solvent. Since the Closing Date, except as and to the extent disclosed on Schedule 5.2, (a) there has been no development or event relating to or affecting any Loan Party which has had or would be reasonably expected to have a Material Adverse Effect (after giving effect to (i) the consummation of the Transactions, (ii) the making of the Extensions of Credit to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby, and (iii) the payment of actual or estimated fees, expenses, financing costs and tax payments related to the transactions contemplated hereby). Since September 24, 2010, except (x) as contemplated or permitted by the Investment Agreement on or prior to the Closing Date, (y) in connection with the Transactions or as otherwise permitted under this Agreement and each other Loan Document, no dividends or other distributions have been declared, paid or made upon the Capital Stock of the Parent Borrower, nor has any of the Capital Stock of the Parent Borrower been redeemed, retired, purchased or otherwise acquired for value by the Parent Borrower or any of its Restricted Subsidiaries. As of the Closing Date, after giving effect to the consummation of the transactions described in preceding clauses (i) through (iii) of the second preceding sentence, the Parent Borrower and its Restricted Subsidiaries, on a consolidated basis, is Solvent.

No Change; Solvent. There has not been any event, change, circumstance or development (including any damage, destruction or loss whether or not covered by insurance) which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect on Parent and its consolidated Subsidiaries. Since the Closing Date, except as and to the extent disclosed on Schedule 5.28.2, (a) there has been no development or event relating to or affecting any Loan Party Borrower or Guarantor which has had or would could reasonably be reasonably expected to have a Material Adverse Effect (after giving effect to to: (ia) the consummation of the Transactions, (iib) the making of the Extensions Loans and Letters of Credit to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby, and (iiic) the payment of actual or estimated fees, expenses, financing costs and tax payments related to the transactions contemplated hereby). Since September 24November 2, 20102008, except (x) as contemplated or permitted by the Investment Agreement on or prior to the Closing Date, (y) in connection with the Transactions or as otherwise permitted under this Agreement and each of the other Loan DocumentFinancing Agreements, no dividends or other distributions have been declared, paid or made upon the Capital Stock Equity Interests of the Parent BorrowerParent, nor has have any of the Capital Stock Equity Interests of the Parent Borrower 100 been redeemed, retired, purchased or otherwise acquired for value by the Parent Borrower or any of its Restricted Subsidiaries. As of the Closing Datedate hereof, after the creation of the Obligations, the security interests of Agent and after giving effect to the consummation of the transactions described in preceding clauses (ia) through (iiic) of the second preceding sentence, the Parent each Borrower and its Restricted Subsidiaries, on a consolidated basis, is Solvent.

No Change; Solvent. Since the Closing Date, except as and to the extent disclosed on Schedule 5.2, (a) there has been no development or event relating to or affecting any Loan Party which has had or would be reasonably expected to have a Material Adverse Effect (after giving effect to (i) the consummation of the TransactionsTransactions and the 2014 Recapitalization Transaction, (ii) the making of the Extensions of Credit to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby, and (iii) the payment of actual or estimated fees, expenses, financing costs and tax payments related to the transactions contemplated hereby). Since September 24, 2010, except (x) as contemplated or permitted by the Investment Agreement on or prior to the Closing Date, (y) in connection with the Transactions or the 2014 Recapitalization Transaction or as otherwise permitted under this Agreement and each other Loan Document, no dividends or other distributions have been declared, paid or made upon the Capital Stock of the Parent Borrower, nor has any of the Capital Stock of the Parent Borrower been redeemed, retired, purchased or otherwise acquired for value by the Parent Borrower or any of its Restricted Subsidiaries. As of the Closing Date, after giving effect to the consummation of the transactions described in preceding clauses (i) through (iii) of the second preceding sentence, the Parent Borrower and its Restricted Subsidiaries, on a consolidated basis, is Solvent.

No Change; Solvent. Since As of the Closing Date, except as and to disclosed in Section 4.8 of the extent disclosed on Schedule 5.2Company Disclosure Letter (as defined in the Acquisition Agreement), (a) since June 30, 2011, no Acquisition Agreement Material Adverse Effect shall have occurred. Since the Closing Date, there has been no development or event relating to or affecting any Loan Party which has had or would be reasonably expected to have a Material Adverse Effect (after giving effect to (i) the consummation of the Transactions, (ii) the making of the Extensions of Credit to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby, and (iii) the payment of actual or estimated fees, expenses, financing costs and tax payments related to the transactions Transactions contemplated hereby). Since September 24April 29, 20102012, except (x) as contemplated or permitted by the Investment Agreement on or prior to the Closing Date, (y) in connection with the Transactions or as otherwise permitted under this Agreement and each other Loan DocumentAgreement, no dividends or other distributions have been declared, paid or made upon the Capital Stock of the Parent Borrower, nor has any of the Capital Stock of the Parent Borrower been redeemed, retired, purchased or otherwise acquired for value by the Parent Borrower or any of its Restricted Subsidiaries. As of the Closing Date, after giving effect to the consummation of the transactions described in preceding clauses (i) through (iii) of Transactions to be consummated on the second preceding sentenceClosing Date, the Parent Borrower and Borrower, together with its Restricted Subsidiaries, Subsidiaries on a consolidated basis, is Solvent.

No Change; Solvent. Since the Closing DateDecember 31, 2003, except as and to the extent disclosed on Schedule 5.2, (a) there has been no development or event relating to or affecting any Loan Party which has had or would be reasonably expected to have a Material Adverse Effect (after giving effect to (i) the consummation of the Transactions, (ii) the making of the Extensions of Credit to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby, and (iii) the payment of actual or estimated fees, expenses, financing costs and tax payments related to the transactions contemplated hereby). Since September 24, 2010, ) and (b) except (x) as contemplated or permitted by the Investment Agreement on or prior to the Closing Date, (y) in connection with the Transactions or as otherwise permitted under this Agreement and each or any other Loan Document, and except for dividends or other distributions by VWR and VWR Pennsylvania made or declared prior to the Closing Date, no dividends or other distributions have been declared, paid or made upon the Capital Stock of the Parent Borrower, nor has any of the Capital Stock of the Parent Borrower been redeemed, retired, purchased or otherwise acquired for value by the Parent Borrower or any of its Restricted Subsidiaries. As of the Closing Date, after giving effect to the consummation of the transactions described in preceding clauses (i) through (iii) of the second preceding sentencein clause (a) above, the Parent each Borrower and its Restricted Subsidiaries, on a consolidated basis, is Solvent.

No Change; Solvent. Since the Closing DateDecember 31, 2010, except as and to the extent disclosed on Schedule 5.2, (a) there has been no development or event relating to or affecting any Loan Party which has had or would be reasonably expected to have a Material Adverse Effect (after giving effect to (i) the consummation of the Transactions, (ii) the making of the Extensions of Credit to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby, and (iii) the payment of actual or estimated fees, expenses, financing costs and tax payments related to the transactions contemplated hereby). Since September 24, 2010, ) and (b) except (x) as contemplated or permitted by the Investment Agreement on or prior to the Closing Date, (y) in connection with the Transactions or as otherwise permitted under by the Predecessor Term Loan Credit Agreement or by this Agreement and each other Loan Document, no dividends or other distributions have been declared, paid or made upon the Capital Stock of the Parent Borrower, nor has any of the Capital Stock of the Parent Borrower been redeemed, retired, purchased or otherwise acquired for value by the Parent Borrower or any of its Restricted Subsidiaries. As of the Closing Date, after giving effect to the consummation of the transactions described in preceding clauses (i) through (iii) of the second preceding sentencein clause (a) above, the Parent Borrower and its Restricted Subsidiaries, on a consolidated basis, is Solvent.

No Change; Solvent. Since the Closing DateDecember 31, 2010, except as and to the extent disclosed on Schedule 5.2, (a) there has been no development or event relating to or affecting any Loan Party which has had or would be reasonably expected to have a Material Adverse Effect (after giving effect to (i) the consummation of the Transactions, (ii) the making of the Extensions of Credit to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby, and (iii) the payment of actual or estimated fees, expenses, financing costs and tax payments related to the transactions contemplated hereby). Since September 24, 2010, ) and (b) except (x) as contemplated or permitted by the Investment Agreement on or prior to the Closing Date, (y) in connection with the Transactions or as otherwise permitted under by the Predecessor ABL Credit Agreement or by this Agreement and each other Loan Document, no dividends or other distributions have been declared, paid or made upon the Capital Stock of the Parent Borrower, nor has any of the Capital Stock of the Parent Borrower been redeemed, retired, purchased or otherwise acquired for value by the Parent Borrower or any of its Restricted Subsidiaries. As of the Closing Date, after giving effect to the consummation of the transactions described in preceding clauses (i) through (iii) of the second preceding sentencein clause (a) above, the Parent each Borrower and its Restricted Subsidiaries, on a consolidated basis, is Solvent.

No Change; Solvent. There Since October 20, 2009, there has not been any event, change, circumstance or development (including any damage, destruction or loss whether or not covered by insurance) which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect on Parent and its consolidated Subsidiaries, taken as a whole. Since the Closing Date, except as and to the extent disclosed on Schedule 5.28.2, (a) there has been no development or event relating to or affecting any Loan Party Borrower or Guarantor which has had or would could reasonably be reasonably expected to have a Material Adverse Effect (after giving effect to to: (ia) the consummation of the Transactions, (iib) the making of the Extensions Loans and Letters of Credit to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby, and (iiic) the payment of actual or estimated fees, expenses, financing costs and tax payments related to the transactions contemplated hereby). Since September 24November 2, 20102008, except (x) as contemplated or permitted by the Investment Agreement on or prior to the Closing Date, (y) in connection with the Transactions or as otherwise permitted under this Agreement and each of the other Loan DocumentFinancing Agreements, no dividends or other distributions have been declared, paid or made upon the Capital Stock Equity Interests of the Parent BorrowerParent, nor has have any of the Capital Stock Equity Interests of the Parent Borrower been redeemed, retired, purchased or otherwise acquired for value by the Parent Borrower or any of its Restricted Subsidiaries. As of the Closing Datedate hereof, after the creation of the Obligations, the security interests of Agent and after giving effect to the consummation of the transactions described in preceding clauses (ia) through (iiic) of the second preceding sentence, the Parent each Borrower and its Restricted Subsidiaries, on a consolidated basis, is Solvent.

No Change; Solvent. Since the Closing Date, except as and to the extent disclosed on Schedule 5.2, (a) there has been no development or event relating to or affecting any Loan Party which has had or would be reasonably expected to have a Material Adverse Effect (after giving effect to (i) the consummation of the Transactions, (ii) the making of the Extensions of Credit to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby, and (iii) the payment of actual or estimated fees, expenses, financing costs and tax payments related to the transactions Transactions contemplated hereby). Since September 24December 31, 2010, except (x) as contemplated or permitted by the Investment Merger Agreement on or prior to the Closing Date, (y) in connection with the Transactions or (z) as otherwise permitted under this Agreement and each other Loan Document, no dividends or other distributions have been declared, paid or made upon the Capital Stock of the Parent Borrower, nor has any of the Capital Stock of the Parent Borrower been redeemed, retired, purchased or otherwise acquired for value by the Parent Borrower or any of its Restricted Subsidiaries. As of the Closing Date, after giving effect to the consummation of the transactions described in preceding clauses (i) through (iii) of the second preceding sentence, the Parent Borrower and Borrower, together with its Restricted Subsidiaries, Subsidiaries on a consolidated basis, is Solvent.

No Change; Solvent. Since the Closing DateDecember 31, 2015, except as and to the extent disclosed on Schedule 5.2, (a) there has been no development or event relating to or affecting any Loan Party which has had or would be reasonably expected to have a Material Adverse Effect (after giving effect to (i) the consummation of the Transactions, (ii) the making of the Extensions of Credit (if any) to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby, and (iii) the payment of actual or estimated fees, expenses, financing costs and tax payments related to the transactions contemplated hereby). Since September 24, 2010, ) and (b) except (x) as contemplated or permitted by the Investment Agreement on or prior to the Closing Date, (y) in connection with the Transactions or as otherwise permitted under by the Predecessor ABL Credit Agreement or by this Agreement and each other Loan Document, no dividends or other distributions have been declared, paid or made upon the Capital Stock of the Parent Borrower, nor has any Borrower and none of the Capital Stock of the Parent Borrower been redeemed, retired, purchased or otherwise acquired for value by the Parent Borrower or any of its Restricted Subsidiaries. As of the Closing Date, after giving effect to the consummation of the transactions described in preceding clauses (i) through (iii) of the second preceding sentencein clause (a) above, the Parent Borrower and Borrower, together with its Restricted Subsidiaries, Subsidiaries on a consolidated basis, is Solvent.

No Change; Solvent. Since the Closing DateDecember 31, 2015, except as and to the extent disclosed on Schedule 5.2, (a) there has been no development or event relating to or affecting any Loan Party which has had or would be reasonably expected to have a Material Adverse Effect (after giving effect to (i) the consummation of the Spin-Off Transactions, (ii) the making of the Extensions of Credit to be made on the Closing Date and the application of the 134 proceeds thereof as contemplated hereby, and (iii) the payment of actual or estimated fees, expenses, financing costs and tax payments related to the transactions contemplated hereby). Since September 24, 2010, ) and (b) except (x) as contemplated or permitted by the Investment Agreement on or prior to the Closing Date, (y) in connection with the Spin-Off Transactions or as otherwise permitted under by the Predecessor Term Loan Credit Agreement or by this Agreement and each other Loan Document, no dividends or other distributions have been declared, paid or made upon the Capital Stock of the Parent Borrower, nor has any and none of the Capital Stock of the Parent Borrower been redeemed, retired, purchased or otherwise acquired for value by the Parent Borrower or any of its Restricted Subsidiaries. As of the Closing Date, after giving effect to the consummation of the transactions described in preceding clauses (i) through (iii) of the second preceding sentencein clause (a) above, the Parent Borrower and Borrower, together with its Restricted Subsidiaries, Subsidiaries on a consolidated basis, is Solvent.

No Change; Solvent. Since the Closing Date, except as and to the extent disclosed on Schedule 5.2, (a) there has been no development or event relating to or affecting any Loan Party which has had or would be reasonably expected to have a Material Adverse Effect (after giving effect to (i) the consummation of the Transactions, (ii) the making of the Extensions of Credit to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby, and (iii) the payment of actual or estimated fees, expenses, financing costs and tax payments related to the transactions Transactions contemplated hereby). Since September 24December 31, 2010, except (x) as contemplated or permitted by the Investment Merger Agreement on or prior to the Closing Date, (y) in connection with the Transactions or (z) as otherwise permitted under this Agreement and each other Loan Document, no dividends or other distributions have been declared, paid or made upon the Capital Stock of the Parent Borrower, nor has any of the Capital Stock of the Parent Borrower been redeemed, retired, purchased or otherwise acquired for value by the Parent Borrower or any of its Restricted Subsidiaries. As of the Closing Date, after giving effect to the consummation of the transactions described in preceding clauses (i) through (iii) of the second preceding sentence, the Parent Borrower and Borrower, together with its Restricted Subsidiaries, Subsidiaries on a consolidated basis, is Solvent.