Absence of Changes. Except as set forth on Schedule 2.23 or as contemplated by this Agreement or the other Transaction Documents or reflected in the Financial Statements, since September 30, 2002, the Company has conducted its business in the ordinary course, consistent with past practice, and there has not been (a) any event or condition which has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, (b) any waiver of any material right, claim or debt held by the Company, (c) any payment or declaration of dividends on, or other distribution with respect to, or any direct or indirect redemption or acquisition of, any securities of or other equity interest in the Company, (d) any issuance of any securities of or other equity interest in the Company other than pursuant to the exercise of the previously outstanding options set forth on Schedule 2.4, (e) any sale, assignment or transfer of any tangible or intangible assets of the Company, except (i) in the ordinary course of business and (ii) assets for which the book value does not exceed $100,000 and which are not, individually or in the aggregate, material, (f) any loan by the Company to any officer, director, employee, consultant or equityholder of the Company (other than advances to such persons in the ordinary course of business in connection with travel and travel-related expenses, advances against payroll provided to non-officer employees to help with short-term cash flow issues and advances to employees for moving expenses, which advances, in the aggregate, did not exceed $50,000 outstanding at any one time), (g) any damage, destruction or loss (whether or not covered by insurance) which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, (h) other than in the ordinary course of business, any increase, direct or indirect, in the compensation paid or payable to any officer or director of the Company, or to any other employee, consultant or agent of the Company, (i) any change in the accounting or Tax methods, practices or policies or in any Tax election of the Company, (j) any indebtedness incurred for borrowed money other than in the ordinary course of business or pursuant to a Contract set forth on Schedule 2.23, (k) any amendment to or termination of any Material Contract, (l) any changes with respect to the regulation, accreditation or approval of the Company or its products and services by ...
Absence of Changes. Except as set forth on Schedule 6.24, since the Group Balance Sheet Date there has not been any:
Absence of Changes. Except as set forth in Schedule 4.17, since December 31, 1997, there has not been: (i) any material adverse change in the financial condition, assets, liabilities, Business or operations of Networks; (ii) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, financial condition or business of Networks; (iii) any change in the outstanding capital stock of Networks; (iv) declared, paid or set aside for payment any dividend or other distribution (whether in cash, stock, property or any combination thereof) in respect of Networks' common stock or any cancellation, exercise or redemption or other acquisition by Networks of any shares of Networks' common stock; (v) any increase in the rate or terms of compensation payable or to become payable by Networks to any of its officers, directors or key employees or any increase in the rate or terms of contribution to any employee benefit plans, except as required by law; (vi) any liabilities or obligations incurred or agreed to be incurred (whether absolute, accrued, contingent or otherwise), except as incurred in the ordinary course of business consistent with past practices; (vii) any material capital expenditure or commitment for replacements or additions or improvements; (viii) any change by Networks in accounting methods, principles or practices; (ix) any disposal, mortgage, pledge or other disposition of any of its assets other than in the ordinary course of business; or (x) receipt by Networks of any notice of termination of any contract, lease or other agreement.
Examples of Absence of Changes in a sentence
Leaves of Absence of Changes of Status are approved upon written request by the school and which can be substantiated in writing.
Section 2.4. SEC Reports; Financial Statements Section 2.5. Information Supplied Section 2.6. Consents and Approvals; No Violations Section 2.7. No Default Section 2.8. No Undisclosed Liabilities; Absence of Changes Section 2.9. Litigation Section 2.10.
Absence of Changes...............................................
In that case, the NLRB certi- fied a representation election, but we denied enforcement because of relatively mild racial appeals contained in two leaflets distributed by the union during the election campaign.
Absence of Changes......................................................................
More Definitions of Absence of Changes
Absence of Changes. Except as set forth on Schedule 5.20, since December 31, 1999, the Purchased Business has been carried on in the ordinary and normal course consistent with past practice and will be carried on in the ordinary and normal course after the date hereof and up to the Time of Closing. There has not been any change since December 31, 1999, which has had a material adverse effect on the results of operations of Vendor, and to the knowledge of Vendor, no fact or condition exists which, in the reasonable judgment of Vendor, would cause any material change in the operations or financial condition of Vendor. Since December 31, 1999, Vendor has not entered into any material transaction or incurred any material liability except in the ordinary course of business consistent with past practice. Without limiting the generality of the foregoing, since December 31, 1999, except as disclosed on Schedule 5.20, there has not been (i) any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties, liabilities, financial condition or results of operations of Vendor, or (ii) any change in the accounting methods or practices, other than as required by law, used to determine the financial condition of Vendor and the results of its
Absence of Changes. Except as set forth in Section 3.09 of the ComBanc Disclosure Schedule, since the ComBanc Balance Sheet Date there has not been any material adverse change in the business, operations, assets or financial condition of ComBanc and Commercial Bank taken as a whole.
Absence of Changes. Except as set forth on Schedule 4.17 to the Disclosure Schedule, since March 31, 2003, (i) there has not been any change or amendment in the Articles of Incorporation, Bylaws or other governing instruments of Xxxxxx Xxxxx or Xxxxxx; (ii) any sale or issuance of, or grant of options or rights to acquire, any shares of stock or other securities of Xxxxxx Xxxxx or Xxxxxx or any declaration, setting aside, or payment of dividends or redemptions in respect of any shares of stock of Xxxxxx Xxxxx, or any direct or indirect redemption, purchase or other acquisition of such stock of Xxxxxx Xxxxx, or any agreement, understandings or commitments to do the same; (iii) any transfer or other disposition or pledge of, or the grant of options or rights to acquire, any of the outstanding shares of Xxxxxx Xxxxx or Xxxxxx; (iv) any amendment, termination or revocation of any Material Contract; (v) any sale, transfer, mortgage, pledge, or incurring of any Lien (other than Permitted Liens and sales in the ordinary course of business) of, on or affecting any of the assets of Xxxxxx Xxxxx or Xxxxxx valued at or above $10,000 individually or in the aggregate; (vi) any increase in the compensation paid or payable or in the fringe benefits provided to any employee of Xxxxxx Xxxxx or Xxxxxx, or the adoption of any Benefit Arrangements or Employee Plans not in existence in the fiscal year ended December 31, 2002; (vii) any damage, destruction or loss, whether or not covered by insurance, of any of the assets of Xxxxxx Xxxxx or Xxxxxx; (viii) any purchase or lease, or commitment for the purchase or lease, of equipment or other capital assets not disclosed in Xxxxxx Xxxxx' Financial Statements which is in excess of the normal, ordinary and usual requirements of the business of Xxxxxx Xxxxx or Xxxxxx; (ix) any change that by itself or together with other changes, has had a Material Adverse Effect on Xxxxxx Xxxxx or Xxxxxx; (x) any agreement or arrangement made by Xxxxxx Xxxxx, Xxxxxx or any shareholder of Xxxxxx Xxxxx to take any action which, if taken prior to the date of this Agreement, would have made any representation or warranty set forth in this Agreement untrue or incorrect in any material respect as of the date when made; (xi) the commencement or written notice or written threat of commencement of any Claim against Xxxxxx Xxxxx, Xxxxxx or any of their Affiliates; or (xii) any dividends or other distributions of cash, property or other assets to the shareholders of Xxxxxx Xxxxx ...
Absence of Changes. Except as set forth in Section 3.24 of the Disclosure Schedule, since June 30, 2002, there has not been any change in the business, condition (financial or otherwise), operations or results of operations of the Company that would result in a Material Adverse Effect. Without limiting the generality of the foregoing, since October 31, 2002: Initialled by Sellers ____ 27 Initialled by Purchaser __
Absence of Changes. Since the 2000 Balance Sheet Date, there has not been any material change in the condition, financial or otherwise, of COMPANY, which materially adversely affects the ability of COMPANY to conduct its operations and COMPANY have incurred any material liabilities or obligations, direct or contingent, not in the ordinary course of business since said 1998 Balance Sheet Date. o.
Absence of Changes. Except as set forth on Schedule 3.17, since July 31, 1998, Sellers have conducted the operations of the Business only in the ordinary course, and have not:
Absence of Changes. Except as set forth on Schedule 2.23 or as contemplated by this Agreement or the other Transaction Documents or reflected in the Financial Statements, since December 31, 1999, the Company has conducted its business in the ordinary course, consistent with past practice, and there has not been (a) any event or condition which has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, (b) any waiver of any material right, claim or debt held by the Company, (c) any payment or declaration of dividends on, or other distribution with respect to, or any direct or indirect redemption or acquisition of, any securities of or other equity interest in the Company, (d) any issuance of any securities of or other equity interest in the Company other than pursuant to the exercise of the previously outstanding options set forth on Schedule 2.4, (e) any sale, assignment or transfer of any tangible or intangible assets of the Company, except (i) in the ordinary course of business and (ii) assets for which the book value does not exceed $50,000 and which are not, individually or in the aggregate, material, (f) any loan by the Company to any officer, director, employee, consultant or equityholder of the Company (other than advances to such persons in the ordinary course of business in connection with travel and travel-related expenses), (g) any damage, destruction or loss (whether or not covered by insurance) which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, (h) any increase, direct or indirect, in the compensation paid or payable to any officer or director of the Company, or, other than in the ordinary course of business, to any other employee, consultant or agent of the Company, (i) any change in the accounting or Tax methods, practices or policies or in any Tax election of the Company, (j) any indebtedness incurred for borrowed money other than in the ordinary course of business or pursuant to a Contract set forth on Schedule 2.23, (k) any amendment to or termination of any Material Contract, (1) any changes with respect to the regulation of the Company or its products and services by any Governmental Entity which would, individually or in the aggregate, have a Material Adverse Effect on the Company, (m) any material change in the manner of business or operations of the Company, (n) any transaction except in the ordinary course of business o...