Common use of No Material Adverse Change in Business Clause in Contracts

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus (A) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since Except as otherwise stated therein, since the respective dates as date of which information is given the latest audited financial statements of the Company included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus Prospectus, (A) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business enterprise (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or and the Prospectus (in each case other than as disclosed therein), (A) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the condition, condition (financial or otherwiseother), or in the earningsresults of operations, business affairs business, properties, management or business prospects of the Company and its Subsidiaries considered subsidiaries taken as one enterprisea whole, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”), ; (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries considered subsidiaries, taken as one enterprisea whole, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stockCapital Stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or and the Prospectus Prospectus, except as otherwise stated therein, (A) there has been no material adverse change, or nor any development that could reasonably be expected to result in involving a prospective material adverse change, in the condition, financial or otherwise, or in the earningsbusiness, business affairs properties or business prospects results of operations of the Company and its Subsidiaries subsidiaries, considered as one enterprise, whether or not arising in the ordinary course of business business, (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries, considered as one enterprise, enterprise and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus Prospectus, except as otherwise stated therein, (A) there has been no material adverse change, or any development that could reasonably be expected to result in involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since Except as otherwise stated therein, since the respective dates as of which information is given included or incorporated by reference, in the Registration Statement, the General Disclosure Package or the Prospectus Prospectus, (A) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the condition, financial or otherwise, or in the earnings, business affairs affairs, management, properties, operations or business prospects results of operations of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which that are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) except as disclosed in the General Disclosure Package or the Prospectus, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or and the Prospectus Prospectus, except as otherwise stated therein, (A) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”)business, (B) there have been no transactions entered into by the Company or any of its Subsidiaries, other than those arising in the ordinary course of business, which are material with respect to the Company and its Subsidiaries considered as one enterprise, enterprise and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since Except as otherwise stated therein, since the respective dates as of which information is given included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus Prospectus, (A) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the condition, financial or otherwise, or in the earnings, business affairs affairs, management, properties, operations or business prospects results of operations of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which that are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since Except as otherwise stated therein, since the respective dates as date of which information is given the most recent financial statements of the Company included in the Registration Statement, the General Disclosure Package or the Prospectus Prospectus, (A) there has been no material adverse change, change or any development that could reasonably be expected to result in involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, earnings or business affairs or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since Except as otherwise stated in the General Disclosure Package or Prospectus, since the respective dates as of which information is given in the Registration Statementtherein, the General Disclosure Package or the Prospectus (A) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the condition, financial or otherwise, or in the earnings, earnings or business affairs or business prospects of the Company and its the Subsidiaries (as defined below) considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its the Subsidiaries, other than those in the ordinary course of business, which that are material with respect to the Company and its the Subsidiaries considered as one enterprise, enterprise and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus Prospectus, (A) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries (as defined below) considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus Prospectus, (A) there has been no material adverse change, change or any development that could reasonably be expected to result in involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, earnings or business affairs or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or and the Prospectus Prospectus, (A) there has been no material adverse change, change which has had or any development that could is reasonably be expected likely to result in have a material adverse change, in effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class or series of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or and the Prospectus Final Prospectuses, except as otherwise stated therein, (A) there has been no material adverse change, change or any development that could reasonably be expected to result in involving a prospective material adverse change, change in the condition, financial or otherwise, or in the earnings, earnings or business affairs or business prospects of the Company and its the Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”)business, (B) there have been no transactions entered into by the Company or any of its the Subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its the Subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class or series of its capital stockshare capital.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration StatementStatement and the Remarketing Prospectus, the General Disclosure Package or the Prospectus except as otherwise stated therein, (Ai) there has been or will have been no material adverse change, or any development that could which is reasonably be expected likely to result in a material adverse change, in the condition, financial or otherwise, results of operations or in the earnings, business affairs or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterpriseenterprise (any such change or development, whether or not arising in the ordinary course of business (a “Material Adverse Effect”"MATERIAL ADVERSE CHANGE"), (Bii) there have been or will have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, enterprise and (Ciii) there has been or will have been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus Final Prospectus, except as otherwise stated therein or contemplated thereby, (A) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the condition, financial or otherwise, or in the earnings, business results of operations or general affairs or business prospects of the Company and its Subsidiaries considered (as one enterprisedefined below) taken as a whole, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries considered taken as one enterprisea whole, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus Prospectus, except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus: (A) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the condition, financial or otherwise, or in the earnings, results of operations or business affairs or business prospects of the Company and its Subsidiaries considered subsidiaries taken as one enterprise, whether or not arising in the ordinary course of business a whole (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries considered subsidiaries taken as one enterprisea whole, and (C) except for regular quarterly dividends on the Common Stock in amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration StatementStatement and the Prospectuses, the General Disclosure Package or the Prospectus except as otherwise stated therein, (A) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “"Material Adverse Effect”"), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the Common Shares in amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stockshare capital.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration StatementStatement and the Prospectuses, the General Disclosure Package or the Prospectus except as otherwise stated therein, (A) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “"Material Adverse Effect”"), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the Common Stock in amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration StatementStatement and the Prospectus, the General Disclosure Package or the Prospectus except as otherwise described therein, (Ai) there has been no material adverse change, or any development that could reasonably be expected to result in involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, assets, properties or business affairs or business prospects of the Company and its Subsidiaries considered subsidiaries, taken as one enterprisea whole, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (Bii) there have has been no transactions entered into by material change in the capital stock of the Company or any the long-term debt of its Subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries considered as one enterprise, subsidiaries and (Ciii) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since Except as otherwise stated therein, since the respective dates as of which information is given in the Registration StatementStatement and, Prospectus and the General Disclosure Package or the Prospectus Issuer Free Writing Prospectuses, if any (including any Incorporated Documents), (A) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or and the Prospectus (Ain each case as supplemented or amended), except as otherwise stated therein or contemplated thereby, (a) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (Bb) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (Cc) except for regular quarterly dividends on the Common Stock, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package Package, or the Prospectus Prospectus, (A) there has been no material adverse change, change or any development that could reasonably be expected to result in involving a prospective material adverse change, change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects management of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective -------------------------------------- dates as of which information is given in the Registration StatementStatement and the Prospectuses, the General Disclosure Package or the Prospectus except as otherwise stated therein, (A) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the condition, financial or otherwise, or in the earnings, business affairs or or, to the best knowledge of the Company, business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “"Material Adverse Effect”"), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package Statement or the Prospectus Prospectus, (A) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the business, management, financial condition, financial results of operations or otherwise, or in the earnings, business affairs or business prospects of the Company and its the Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its the Subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its the Subsidiaries considered as one enterprise, enterprise and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock. ▇▇▇▇▇▇▇▇.▇.▇▇▇▇▇▇▇▇

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or and the Prospectus Prospectus, except as otherwise stated therein, (A) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the condition, financial or otherwise, or in the earnings, ; business affairs or business prospects of the Company and its Subsidiaries subsidiaries listed on Schedule F hereto (the “Subsidiaries”) considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus Prospectus, (A) there has been no material adverse change, change or any development that could reasonably be expected to result in involving a prospective material adverse change, change in the financial condition, financial or otherwise, or in the earnings, earnings or business affairs or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration StatementStatement and the Prospectuses, the General Disclosure Package or the Prospectus except as otherwise stated therein, (A) there has been no material adverse change, or any development that could reasonably be expected to result in involving a prospective material adverse change, in the financial condition, financial properties, assets, results of operation, stockholders' equity or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “"Material Adverse Effect”"), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or and the Prospectus Prospectus, except as otherwise stated therein, (A) there has been no material adverse change, or any development that could reasonably be expected to result in involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, earnings or business affairs or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries considered as one enterprise, and (C) except as disclosed in the General Disclosure Package and the Prospectus, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or and the Prospectus Prospectus, except as otherwise stated therein, (A) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries (as defined below) considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital common stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration StatementStatement and the Prospectuses, the General Disclosure Package or the Prospectus except as otherwise stated therein, (A) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries or the Partnership, considered as one enterprisea whole, or the Lessee, whether or not arising in the ordinary course of business (a “"Material Adverse Effect”"), (B) there have been no transactions entered into by the Company or any of its SubsidiariesCompany, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries considered as one enterpriseCompany, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration StatementStatement and the Prospectus, the General Disclosure Package or the Prospectus except as otherwise stated therein, (A) there has been no material adverse changechange in the financial condition, earnings, management or business affairs, or any development that could reasonably be expected to result in involving a prospective material adverse change, change in the financial condition, financial or otherwise, or in the earnings, business affairs management or business prospects affairs, of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “"Material Adverse Effect”"), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those arising in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, enterprise and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus Prospectus, (A) there has been no material adverse change, or any development change that could reasonably be expected to result in a material adverse change, change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or and the Prospectus, except as otherwise stated therein (including the dividends on the Ordinary Shares as already disclosed in the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing), (A) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries MIE considered as one enterpriseenterprise (a “Material Adverse Effect”), whether or not arising in the ordinary course of business (a “Material Adverse Effect”)business, (B) there have been no transactions entered into by the Company or any of its SubsidiariesMIE, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries MIE considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stockshare capital.

No Material Adverse Change in Business. Since Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package Package, the Prospectus or the Prospectus UK Prospectus, (A) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus Prospectus, (A) there has been no material adverse change, or any development that could reasonably be expected to result in involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, earnings or business affairs or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since Except as otherwise stated therein, since the respective dates as date of which information is given the most recent annual audited financial statements of the Company included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus Prospectus, (A) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus Prospectus, except as otherwise stated therein, (A) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the condition, condition (financial or otherwise, ) or in the earnings, business affairs affairs, assets or business prospects of the Company and its Subsidiaries the Subsidiary (as defined below) considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiariesthe Subsidiary, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries the Subsidiary considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective --- -------------------------------------- dates as of which information is given in the Registration StatementStatement and the Prospectus, the General Disclosure Package or the Prospectus except as otherwise stated therein, (A) there has been no material adverse changechange in the financial condition, earnings or business affairs, or any development that could reasonably be expected to result in involving a prospective material adverse change, change in the financial condition, financial or otherwise, or in the earnings, business affairs earnings or business prospects affairs, of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “"Material Adverse Effect”"), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those arising in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, enterprise and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration StatementStatement and each Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), the General Disclosure Package or the Prospectus except as otherwise stated therein, (A) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiaries, other than those in the ordinary course of business, subsidiaries which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) except for regular periodic distributions on the Common Stock, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stockCapital Stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration StatementStatement and the Prospectus, except as otherwise stated therein (including the General Disclosure Package or the Prospectus Incorporated Documents), (A) there has been no material adverse change, change or any development that could reasonably be expected to result in a prospective material adverse change, change in the conditionbusiness, management, financial position, stockholders equity or otherwise, or in the earnings, business affairs or business prospects results of operations of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), and (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration StatementStatement and the Prospectus, the General Disclosure Package or the Prospectus except as otherwise stated therein, (A) there has been no material adverse change, or any development that could which may reasonably be expected to result in a material adverse change, in the condition, financial or otherwise, or in the earnings, earnings or business affairs or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “"Material Adverse Effect”"), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) except for regular dividends on its Common Stock, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration StatementStatement and the Prospectus, the General Disclosure Package or the Prospectus except as otherwise stated therein, (A) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company Company, its subsidiaries and its Subsidiaries Joint Venture (as defined below), considered as one enterprise, whether or not arising in the ordinary course of business (a “"Material Adverse Effect”"), (B) there have been no transactions entered into by the Company or Company, any of its Subsidiariessubsidiaries or the Joint Venture, other than those in the ordinary course of business, which are material with respect to the Company Company, its subsidiaries and its Subsidiaries Joint Venture, considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stockstock at any time.

No Material Adverse Change in Business. Since (A) Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus (A) Prospectus, there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective -------------------------------------- dates as of which information is given in the Registration StatementStatement and the Prospectus, the General Disclosure Package or the Prospectus except as otherwise stated therein, (A) there has been no material adverse changechange in the financial condition, earnings or business affairs, or any development that could reasonably be expected to result in involving a prospective material adverse change, change in the financial condition, financial or otherwise, or in the earnings, business affairs earnings or business prospects affairs, of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “"Material Adverse Effect”"), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those arising in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, enterprise and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus Prospectus, except as otherwise stated therein, (A) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries Controlled Entities (as defined below) considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its SubsidiariesControlled Entities, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries Controlled Entities considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective -------------------------------------- dates as of which information is given in the Registration StatementStatement and the Prospectus, the General Disclosure Package or the Prospectus except as otherwise stated therein, (A) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the condition, financial or otherwise, or in the earnings, earnings or business affairs or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “"Material Adverse Effect”"), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those arising in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, enterprise and (C) except for cash dividends on the Company's common stock in amounts not exceeding an aggregate of $0.25 per share, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stockstock since December 31, 1999.

No Material Adverse Change in Business. Since the -------------------------------------- respective dates as of which information is given in the Registration StatementStatement and the Prospectus, the General Disclosure Package or the Prospectus except as otherwise stated therein, (A) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the conditionbusiness, properties, financial or otherwise, or in the earnings, business affairs condition or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “"Material Adverse Effect”"), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of businessbusiness or those contemplated by the Registration Statement and Prospectus, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the Common Stock in amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective June 30, 1997 or -------------------------------------- such later dates as of which information is given in the Registration StatementStatement and the Prospectuses, the General Disclosure Package or the Prospectus except as otherwise stated therein, (A) - there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “"Material Adverse Effect”"), (B) there have been no transactions entered into by the Company - or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there has been no - dividend or distribution of any kind declared, paid or made by the Company or any subsidiary on any class of its capital stockstock or any partnership interest, as the case may be.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus Prospectus, except as otherwise stated therein, (A) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the condition, financial or otherwise, or in the earnings, business affairs affairs, business prospects, management, assets or business prospects properties of the Company and its Subsidiaries the Operating Partnership considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiariesthe Operating Partnership, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries the Operating Partnership considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stockshares of beneficial interest.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or and the Prospectus Prospectus, except as otherwise stated therein, (A) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the condition, financial or otherwise, or in the earnings, business affairs or affairs, business prospects or properties of the Company and its Subsidiaries (as defined below) considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or Time of Sale Information and the Prospectus (in each case as supplemented or amended), except as otherwise stated therein or contemplated thereby, (A) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the Common Stock there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or Statement and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise stated therein, (A) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective ------------------------------------------ dates as of which information is given in the Registration StatementStatement and the Prospectus, the General Disclosure Package except as otherwise stated therein or the Prospectus contemplated thereby, (A) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its the Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “"Material Adverse ---------------- Effect”"), (B) there have been no transactions entered into by the Company ------ or any of its the Subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its the Subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as date of which information is given the most recent financial statements of the Company included or incorporated by reference in the Registration Statement, the General Disclosure Package or and the Prospectus Prospectus, except as otherwise stated therein, (A) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus Prospectus, (A) there has been no material adverse change, change or any development that could reasonably be expected to result in involving a prospective material adverse change, change in the condition, financial or otherwise, or in the earnings, earnings or business affairs or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration StatementStatement and the Prospectus, the General Disclosure Package or the Prospectus except as otherwise stated therein, (A) there has been no material adverse changechange in the financial condition, earnings, management or business affairs, or any development that could reasonably be expected to result in involving a prospective material adverse change, change in the financial condition, financial or otherwise, or in the earnings, business affairs management or business prospects affairs, of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those arising in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, enterprise and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus Prospectus, except as otherwise stated therein, (A) there has been no material adverse change, or any development event that could would reasonably be expected to result in a material adverse change, in the condition, financial or otherwise, or in the earnings, earnings or business affairs or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration StatementOffering Memorandum, the General Disclosure Package except as otherwise described or the Prospectus stated therein or contemplated thereby, (A) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the conditionassets, operations, properties, condition (financial or otherwise), earnings or in the earnings, business affairs or business prospects of the Company and its Subsidiaries subsidiaries (each a "Subsidiary" and, collectively, the "Subsidiaries") considered as one enterprise, whether or not arising in the ordinary course of business (a “"Material Adverse Effect”"), (B) there have been no transactions entered into by the Company or any of its Subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus Prospectus, (A) there has been no material adverse change, change or any development that could reasonably be expected to result in a material adverse change, change in the condition, financial or otherwise, or in the earnings, earnings or business affairs or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) except for the dividend paid on February 22, 2013, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus Prospectus, except as otherwise stated therein, (A) there has been no material adverse change, or any development that could reasonably be expected to result in have a material adverse change, in the condition, financial or otherwise, or in the earnings, earnings or business affairs or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus Prospectus, (A) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its SubsidiariesSubsidiaries (as defined below), other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus Prospectus, (A) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company ABG Parties and its Subsidiaries their subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company ABG Parties or any of its Subsidiariestheir subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company ABG Parties and its Subsidiaries their subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company any ABG Party on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus Prospectus, except as otherwise stated therein, (A) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of businessbusiness and other than the Concurrent Equity Offering, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) except as described in the General Disclosure Package there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stockshare capital.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration StatementOffering Circular, the General Disclosure Package or the Prospectus except as otherwise stated therein, (A) there has been no material adverse change, or any development that could reasonably be expected to result in involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”"MATERIAL ADVERSE EFFECT"), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as date of which information is given the most recent financial statements of the Company included in the Registration Statement, Pricing Disclosure Package and the General Prospectus, except as otherwise disclosed in the Pricing Disclosure Package or the Prospectus Prospectus, (Ai) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the condition, financial or otherwise, or in the earnings, business affairs earnings or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (Bii) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (Ciii) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus Prospectus, (A) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and or any of its Subsidiaries considered as one enterprisesubsidiaries, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries considered as one enterpriseCompany, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus Prospectus, except as otherwise stated therein, (A) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the condition, condition (financial or otherwise, ) or in the earnings, business affairs affairs, properties, assets or business prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the Common Stock, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration StatementOffering Memorandum, the General Disclosure Package or the Prospectus except as otherwise stated therein, (A) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries considered as one enterpriseenterprise (a "Material Adverse Effect"), whether or not arising in the ordinary course of business (a “Material Adverse Effect”)business, (B) except as set forth in the Offering Memorandum under the caption "The Refinancing" there have been no transactions entered into by the Company or any of its Subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since (A) Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package Statement or the Prospectus (A) Prospectus, there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect” or “Material Adverse Change”), (B) except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, or the Prospectus, there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus Prospectus, except as otherwise stated therein, (A) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries considered as one enterpriseCompany, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its SubsidiariesCompany, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries considered as one enterpriseCompany, and (C) except as otherwise described in the General Disclosure Package and the Prospectus or in connection with the repurchase of shares upon termination of service pursuant to agreements or plans described in the Prospectus, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus Prospectus, except as otherwise stated therein, (A) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of businessbusiness and other than the Concurrent Convertible Notes Offering, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) except as described in the General Disclosure Package there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stockshare capital.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration StatementStatement and the Prospectus, the General Disclosure Package or the Prospectus except as otherwise stated therein, (A) there has been no material adverse change, change or any a development that could reasonably be expected known to result in the Company involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or and the Prospectus Prospectus, except as otherwise stated therein, (A) there has been no material adverse change, or nor any development that could reasonably be expected to result in involving a prospective material adverse change, in the condition, financial or otherwise, or in the earningsbusiness, business affairs properties or business prospects results of operations of the Company and its Subsidiaries subsidiaries, considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries, considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or and the Prospectus Prospectus, except as otherwise stated therein, (A) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries subsidiaries listed on Schedule F hereto (the “Subsidiaries”) considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or and the Prospectus Prospectus, (A) there has been no material adverse change, change that has had or any development that could is reasonably be expected likely to result in have a material adverse change, in effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class or series of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or and the Prospectus (in each case other than as disclosed therein), (A) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the condition, condition (financial or otherwiseother), or in the earningsresults of operations, business affairs business, properties, management or business prospects of the Company and its Subsidiaries considered subsidiaries taken as one enterprisea whole, whether or not arising in the ordinary course of business (in any such case, a “"Material Adverse Effect”"), ; (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries considered subsidiaries, taken as one enterprisea whole, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stockCapital Stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration StatementStatement and the Prospectus, the General Disclosure Package or the Prospectus except as otherwise stated therein, (A) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries considered as one enterpriseCompany, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) except as otherwise disclosed in the Company’s filings with the Commission, there have been no transactions entered into by the Company or any of its SubsidiariesCompany, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries considered as one enterpriseCompany, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or and the Prospectus Prospectus, except as otherwise stated therein, (A) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries (as defined below) considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries considered as one enterprise, and (C) except for dividends on the Company’s Series B Cumulative Perpetual Preferred Stock, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since Except as otherwise stated therein, since the respective dates as of which information is given set forth or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus Prospectus, (A) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration StatementStatement and the Prospectus, the General Disclosure Package or the Prospectus except as otherwise stated therein, (Ai) there has been or will have been no material adverse change, or any development that could which is reasonably be expected likely to result in a material adverse change, in the condition, financial or otherwise, results of operations or in the earnings, business affairs or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterpriseenterprise (any such change or development, whether or not arising in the ordinary course of business (a “Material Adverse Effect”"MATERIAL ADVERSE CHANGE"), (Bii) there have been or will have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, enterprise and (Ciii) there has been or will have been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration StatementStatement and the Prospectus, the General Disclosure Package or the Prospectus except as otherwise stated therein, (A) there has been no material adverse change, or any development that could would be reasonably be expected to result in a material adverse change, in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries considered subsidiaries taken as one enterprisea whole, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries considered subsidiaries taken as one enterprisea whole, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus Prospectus, except as otherwise stated therein, (A) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the condition, condition (financial or otherwise, ) or in the earnings, business affairs affairs, assets or business prospects of the Company and its Subsidiaries (as defined below), considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its SubsidiariesSubsidiary, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries considered the Subsidiaries, taken as one enterprisea whole, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus Prospectus, (A) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than (i) those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration StatementStatement and the Prospectus, the General Disclosure Package or the Prospectus except as otherwise stated therein, (A) there has been no material adverse change, or any development that could reasonably be expected to result in involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries considered as one enterpriseCompany, whether or not arising in the ordinary course of business (a “"Material Adverse Effect”"), (B) there have been no transactions entered into by the Company or any of its SubsidiariesCompany, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries considered as one enterpriseCompany, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or and the Prospectus Prospectus, except as otherwise stated therein, (A) there has been no material adverse change, or nor any development that could reasonably be expected to result in involving a prospective material adverse change, in the condition, financial or otherwise, or in the earningsbusiness, business affairs properties or business prospects results of operations of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration StatementStatement and the Prospectus, the General Disclosure Package or the Prospectus except as otherwise stated therein, (A) there has been no material adverse changechange in the financial condition, earnings or business affairs, or any development that could reasonably be expected to result in involving a prospective material adverse change, change in the financial condition, financial or otherwise, or in the earnings, business affairs earnings or business prospects affairs, of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “"Material Adverse Effect”"), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those arising in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, enterprise and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective -------------------------------------- dates as of which information is given in the Registration StatementStatement and the Prospectus, the General Disclosure Package or the Prospectus except as otherwise stated therein, (A) there has been no material adverse change, change or any a development that could reasonably be expected known to result in the Company involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, earnings or business affairs or business prospects of the Company and its Subsidiaries considered as one enterpriseCompany, whether or not arising in the ordinary course of business (a “"Material Adverse ---------------- Effect”"), (B) there have been no transactions entered into by the Company ------ or any of its SubsidiariesAmgen-Regeneron Partners, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries Amgen-- Regeneron Partners considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus Prospectus, (A) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the condition, financial or otherwise, or in the earnings, business affairs affairs, management or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration StatementOffering Memorandum, the General Disclosure Package or the Prospectus except as otherwise stated therein, (A) there has been no material adverse change, or any development condition or event that has resulted or could reasonably be expected to result in a material adverse ad- verse change, in the condition, financial or otherwise, condition or in the earnings, earnings or business affairs or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterpriseenterprise (a "MATERIAL ADVERSE EFFECT"), whether or not arising in the ordinary course of business (a “Material Adverse Effect”)business, (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration StatementStatement and the Prospectus, the General Disclosure Package or the Prospectus except as otherwise stated therein, (A) there has been no material adverse change, change (or any development that could event which is reasonably be expected likely to result in a prospective material adverse change, ) in the condition, financial or otherwise, or in the earnings, earnings or business affairs or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “"Material Adverse Effect”"), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus, except as otherwise stated therein or the Prospectus incorporated by reference, (A) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries (as defined below) considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.