Absence of Changes or Events. (a) Since the date of the Balance Sheet, there has been no event, change, development, effect or circumstance that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.
Absence of Changes or Events. Except as set forth in Section 3.7 of the Company Disclosure Letter, since December 31, 2000 through the date of this Agreement, the Company and its Subsidiaries have not incurred any liability or obligation that has resulted or would reasonably be expected to result in a Company Material Adverse Effect, and there has not been any change in the business, financial condition or results of operations of the Company or any of its Subsidiaries which has had, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and the Company and its Subsidiaries have conducted their respective businesses in the ordinary course consistent with their past practices.
Absence of Changes or Events. Since the date of the respective Balance Sheets, there has not been any Material Adverse Effect or any development or change in circumstances that is reasonably likely to result in a Material Adverse Effect. Except as set forth in Schedule 2.9 or as otherwise contemplated or permitted by this Agreement, since the date of the respective Balance Sheets, the business of each of the Companies and their respective Subsidiaries has been conducted in the ordinary course and in substantially the same manner as previously conducted, and neither of the Companies nor any of their respective Subsidiaries has (i) declared or paid any dividend or made any other distribution to its respective shareholders whether or not upon or in respect of any shares of their respective capital stock, (ii) redeemed or otherwise acquired any shares of their respective capital stock or issued any capital stock or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of their respective capital stock, (iii) adopted or materially amended any Benefit Plan (as defined in Section 2.16), except as required by law, or entered into or amended any employment, severance or consulting agreement, contract or similar arrangement, (iv) granted to any their respective directors, officers or employees any increase in compensation or benefits, except for increases for any such director, officer or employee in the ordinary course of business consistent with past practice or as may be required under existing agreements, (v) incurred or assumed any liability, obligation or indebtedness for borrowed money or guaranteed any such liability, obligation or indebtedness, (vi) permitted, allowed or suffered any of their respective assets to become subject to any mortgage, security interest, lien or other similar restriction of any nature whatsoever, (vii) cancelled any indebtedness or waived any claims or rights of substantial value, except for customer trade adjustments in the ordinary course of business that for either Company do not exceed $25,000 individually or $100,000 in the aggregate, (viii) entered into, or modified, amended, terminated, or permitted the lapse of, any real property lease or other material agreement relating to real property, or (ix) incurred any indebtedness that is senior to the Notes in terms of rights of payment.
Absence of Changes or Events. Since December 31, 2017, (i) except as expressly permitted or required by or in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, the business of FSIC and its Consolidated Subsidiaries has been conducted in the ordinary course of business, (ii) there has not been any Effect that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to FSIC and (iii) there has not been any action that, if it had been taken after the date hereof, would have required the consent of CCT under Section 6.1 or 6.3.
Absence of Changes or Events. Except as set forth in the Parent SEC Reports, since December 31, 2000 through the date of this Agreement, Parent and its Subsidiaries have not incurred any liability or obligation that has resulted or would reasonably likely be expected to result in a Parent Material Adverse Effect, and there has not been any change in the business, financial condition or results of operations of Parent or any of its Subsidiaries which has had, or is reasonably expected to have, individually or in the aggregate, a Parent Material Adverse Effect, and Parent and its Subsidiaries have conducted their respective businesses in the ordinary course consistent with their past practices.
Absence of Changes or Events. Since December 31, 2018, the Business of the Seller has been operated in the ordinary course and there has not been any material adverse change in the financial condition, results of operations, business, assets or prospects of the Seller or the value or condition of the Purchased Assets.
Absence of Changes or Events. (a) Since December 31, 1995 (i) GranCare and its Subsidiaries have conducted their business in the ordinary course and have not incurred any material liability or obligation (indirect, direct or contingent) or entered into any material oral or written agreement or other transaction that is not in the ordinary course of business (other than the Distribution Agreement and this Agreement) or that could reasonably be expected to result in any GranCare Material Adverse Effect; (ii) neither GranCare nor its Pharmacy Subsidiaries have sustained any material loss or interference with their business or properties from fire, flood, windstorm, accident, strike or other calamity (whether or not covered by insurance); (iii) there has been no material change in the indebtedness of GranCare and its Pharmacy Subsidiaries, no change in the authorized capital stock of GranCare and no dividend or distribution of any kind declared, paid or made by GranCare on any class of its capital stock other than the Distribution; (iv) there has been no event or condition which has caused a GranCare Material Adverse Effect, nor any development, occurrence or state of facts or circumstances that could, singly or in the aggregate, reasonably be expected to result in a GranCare Material Adverse Effect; (v) there has been no amendment, modification or supplement to any material term of any GranCare Contract to which a Pharmacy Subsidiary is a party required to be identified in Section 4.21 of the GranCare Disclosure Statement or any equity security; and (vi) there has been no material change by GranCare in its accounting principles, practices or methods. (b) Since December 31, 1995, other than in the ordinary course of business consistent with past practice, there has not been any increase in the compensation or other benefits payable, or which could become payable, by GranCare, to its officers or key employees, or any amendment of any of the GranCare Compensation and Benefit Plans. Section 4.15
Absence of Changes or Events. Except as set forth in Section 3.10 of the Disclosure Schedule, since December 31, 2006:
Absence of Changes or Events. Except as contemplated by this Agreement, since March 31, 2011: (i) there has been no Parent Material Adverse Effect; and (ii) there has not been any action or omission by Parent or any of the Parent Subsidiaries that, if taken during the Interim Period without the Company’s consent, would constitute a breach of Section 5.2.
Absence of Changes or Events. Between the Balance Sheet Date and the Closing Date, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of the Partnership, and no event has occurred or circumstance exists that may result in such a material adverse change.
