No Material Adverse Change, etc. Since the date of the Seller Balance Sheet, other than as contemplated or caused by this Agreement, there has not been (i) any material adverse change in the business, condition (financial or otherwise), operations, or prospects of the Seller; (ii) any damage, destruction, or loss, whether covered by insurance or not, having a material adverse effect on the business, condition (financial or otherwise), operations or prospects of the Seller; (iii) any entry into or termination of any material commitment, contract, agreement or transaction (including, but not limited to, any material borrowing or capital expenditure or sale or other disposition of any material asset or assets) of or involving the Seller, other than this Agreement and agreements executed in the ordinary course of business; (iv) any redemption, repurchase or other acquisition for value of its capital stock by the Seller, or any issuance of capital stock of the Seller or of securities convertible into or rights to acquire any such capital stock or any dividend or distribution declared, set aside or paid on capital stock of the Seller; (v) any transfer of or right granted pursuant to any material lease, license, agreement, patent, trademark, trade name or copyright of the Seller; (vi) any sale or other disposition of any asset of the Seller, or any mortgage, pledge or imposition of any lien or other encumbrance on any asset of the Seller, other than in the ordinary course of business, or any agreement relating to any of the foregoing; or (vii) any default or breach by the Seller in any material respect pursuant to any contract, license or permit. Since the date of the Seller Balance Sheet, the Seller has conducted its business only in the ordinary and usual course, and, without limiting the foregoing, no changes have been made in (i) executive compensation amounts, (ii) the manner in which other employees of the Seller are compensated, (iii) supplemental benefits provided to any such executives or other employees, or (d) inventory amounts in relation to sales amounts, except, in any such event, in the ordinary course of business and, in any event, without material adverse effect on the business, condition (financial or otherwise), operations or prospects of the Seller.
No Material Adverse Change, etc. (a) Since December 31, 2012, there has been no material adverse change in its condition (financial or otherwise), operations, assets, business, properties or prospects, taken as a whole.
No Material Adverse Change, etc. No material adverse change shall have occurred in the business, operations, assets, properties, or condition (financial or otherwise) of the Borrower and its Subsidiaries since June 30, 2001.
No Material Adverse Change, etc. (i) Since June 30, 1997, nothing shall have occurred or become known to any Credit Party which the Required Banks or the Administrative Agent shall have determined has or could reasonably be expected to have a Material Adverse Effect.
No Material Adverse Change, etc. Since the date of the Company Balance Sheet, other than as contemplated or caused by this Agreement, there has not been (i) any material adverse change in the business, condition (financial or otherwise), operations, or prospects of the Company; (ii) any damage, destruction, or loss, whether covered by insurance or not, having a material adverse effect on the business, condition (financial or otherwise), operations or prospects of the Company; (iii) any entry into or termination of any material commitment, contract, agreement, or transaction (including, without limitation, any material borrowing or capital expenditure or sale or other disposition of any material asset or assets) by or involving the Company, other than this Agreement and agreements executed in the ordinary course of business; (iv) any redemption, repurchase, or other acquisition for value of its capital stock by the Company, or any dividend or distribution declared, set aside, or paid on capital stock of the Company; (v) any transfer of any right granted pursuant to any material lease, license, agreement, patent, trademark, trade name, or copyright of the Company; (vi) any sale or other disposition of any asset of the Company, or any mortgage, pledge, or imposition of any lien or other encumbrance on any asset of the Company, other than in the ordinary course of business, or any agreement relating to any of the foregoing; of (vii) any default or breach by the Company in any material respect pursuant to any contract, license or permit. Since the date of the Company Balance Sheet, the Company has conducted its business only in the ordinary and usual course, and, without limiting the foregoing, no changes have been made in (i) executive compensation amounts; (ii) the manner in which employees of the Company are compensated; (iii) supplemental benefits provided to any employees; or (iv) inventory amounts in relation to sales amounts, except, in any such event, in the ordinary course of business and, in any event, without material adverse effect on the business, condition (financial or otherwise), operations, or prospects of the Company.
No Material Adverse Change, etc. No Applicable Law shall prohibit, and no litigation, governmental investigation or other proceeding shall be pending or threatened in which there is a reasonable possibility, in the reasonable judgment of the Lessor, of an unfavorable judgment, decree, order or other determination which could prevent or make unlawful, or impose any material adverse condition upon, the Leased Property or any material part thereof or the acquisition, use, ownership, maintenance, management, operation or leasing thereof or the construction of the Facility or any transaction contemplated hereby or by any other Operative Document or the Lessee performance of its obligations hereunder or thereunder. Since December 31, 1996, there shall not have occurred any material adverse change in the Lessee's (i) business, financial position or results of operations or (ii) ability to perform its respective obligations under any Operative Document to which it is a party, and the Lessee shall have delivered an Officer's Certificate to such effect.
No Material Adverse Change, etc. Since the Effective Date: (a) there shall not have occurred any Material Adverse Change; and (b) there shall not have occurred any downgrading in the rating accorded to the Company’s debt securities or preferred stock by any “nationally recognized statistical rating organization”, as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, nor shall any such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities or preferred stock.
No Material Adverse Change, etc. During the period from the date of this Agreement to the Closing Date there shall not have occurred a Material Adverse Change.
No Material Adverse Change, etc. Since the dates of the Worldwide Balance Sheet and the most recent balance sheet of each of the Worldwide Subsidiaries, other than as contemplated or caused by this Agreement, there has not been (i) any material adverse change in the business, condition (financial or otherwise), operations, or prospects of Worldwide or that Worldwide Subsidiary; (ii) any damage, destruction, or loss, whether covered by insurance or not, having a material adverse effect on the business, condition (financial or otherwise), operations or prospects of Worldwide or that Worldwide Subsidiary; (iii) any entry into or termination of any material commitment, contract, agreement, or transaction (including, without limitation, any material borrowing or capital expenditure or sale or other disposition of any material asset or assets) by or involving Worldwide or that Worldwide Subsidiary, other than this Agreement and agreements executed in the ordinary course of business; (iv) any redemption, repurchase, or other acquisition for value of its capital stock by Worldwide or that Worldwide Subsidiary, or any dividend or distribution declared, set aside, or paid on capital stock of Worldwide or that Worldwide Subsidiary; (v) any transfer of or right granted pursuant to any material lease, license, agreement, patent, trademark, trade name, or copyright of Worldwide or that Worldwide Subsidiary ; (vi) any sale or other disposition of any asset of Worldwide or that Worldwide Subsidiary, or any mortgage, pledge, or imposition of any lien or other encumbrance on any asset of Worldwide or that Worldwide Subsidiary, other than in the ordinary course of business, or any agreement relating to any of the foregoing; of (vii) any default or breach by Worldwide or that Worldwide Subsidiary in any material respect pursuant to any contract, license or permit. Since the date of the Worldwide Balance Sheet and the most recent balance sheet of each of the Worldwide Subsidiaries, Worldwide and that Worldwide Subsidiary have conducted their businesses only in the ordinary and usual course, and, without limiting the foregoing, no changes have been made in (i) executive compensation amounts, (ii) the manner in which employees of Worldwide or that Worldwide Subsidiary are compensated, (iii) supplemental benefits provided to any employees, or (iv) inventory amounts in relation to sales amounts, except, in any event, in the ordinary course of business and, in any event, without material adverse effect on the busi...
No Material Adverse Change, etc. No Material Adverse Effect has occurred since December 31, 2003. The Borrower, the Parent and each other Guarantor, taken as a whole on a consolidated basis, are Solvent.
