No Adverse Changes definition

No Adverse Changes. Except as set forth in Item 3.13 of the Disclosure Schedule, since December 31, 1999, there has not been (a) any material adverse change in the business, prospects, the financial or other condition, or the respective assets or liabilities of ATHI and the Subsidiaries as reflected in the Financial Statements, (b) any material loss sustained by ATHI or any Subsidiary, including, but not limited to any loss on account of theft, fire, flood, explosion, accident or other calamity, whether or not insured, which has materially and adversely interfered, or may materially and adversely interfere, with the operation of ATHI's or any Subsidiary's business, or (c) to the best knowledge of ATHI, any event, condition or state of facts, including, without limitation, the enactment, adoption or promulgation of any law, rule or regulation, the occurrence of which materially and adversely does or would affect the results of operations or the business or financial condition of ATHI or any Subsidiary; it being understood and acknowledged that ATHI has been substantially reducing its operations for some time.
Sample 1
No Adverse Changes. Except as set forth in Item 3.13 of the Disclosure Schedule, since December 1, 2000, there has not been (a) any material adverse change in the business, prospects, the financial or other condition, or the respective assets or liabilities of CARCORP and the Subsidiaries as reflected in the Financial Statements, (b) any material loss sustained by CARCORP or any Subsidiary, including, but not limited to any loss on account of theft, fire, flood, explosion, accident or other calamity, whether or not insured, which has materially and adversely interfered, or may materially and adversely interfere, with the operation of CARCORP's or any Subsidiary's business, or (c) to the best knowledge of CARCORP, any event, condition or state of facts, including, without limitation, the enactment, adoption or promulgation of any law, rule or regulation, the occurrence of which materially and adversely does or would affect the results of operations or the business or financial condition of CARCORP or any Subsidiary; it being understood and acknowledged that CARCORP has been substantially increasing its operations for some time.
Sample 1
No Adverse Changes. Except as set forth in Item 3.13 of the Disclosure Schedule, since December 31, 1999, there has not been (a) any material adverse change in the business, prospects, the financial or other condition, or the respective assets or liabilities of Value and the Subsidiaries, (b) any material loss sustained by Value or any Subsidiary, including, but not limited to any loss on account of theft, fire, flood, explosion, accident or other calamity, whether or not insured, which has materially and adversely interfered, or may materially and adversely interfere, with the operation of Value's or any Subsidiary's business, or (c) to the best knowledge of Value, any event, condition or state of facts, including, without limitation, the enactment, adoption or promulgation of any law, rule or regulation, the occurrence of which materially and adversely does or would affect the results of operations or the business or financial condition of Value or any Subsidiary; it being understood and acknowledged that Value has been substantially reducing its operations for some time.
Sample 1

Examples of No Adverse Changes in a sentence

  • REPRESENTATIONS AND WARRANTIES OF SELLERS 7 3.1 Organization and Existence 7 3.2 Authority and Approval; Enforceability 8 3.3 No Conflict 8 3.4 Consents 9 3.5 Laws and Regulations; Litigation 9 3.6 Management Projections, Budgets and Information 9 3.7 Environmental Matters 9 3.8 Condition of Assets: 9 3.9 Taxes 10 3.10 Title 10 3.11 Brokerage Arrangements 10 3.12 No Adverse Changes 10 ARTICLE IV.

  • The City of Columbus believes that the LSCP described in the proposal and outlined in this agreement constitutes an innovative approach to the issue of childhood lead poisoning in its scope and breadth of services.

  • In fact knowledge, once converted into data, can be duplicated and distributed to other individuals and organizations at a marginal cost proximate to zero.

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER 6.1 Representations and Warranties; Performance of Obligations 6.2 Master Purchase Agreement 6.3 No Adverse Changes 6.4 Satisfaction 6.5 Consents and Approvals 6.6 Instruments of Transfer and Title Insurance 6.7 Condition of the Business and Assets 6.8 Bonds and Tax Abatement Agreement 6.9 GECC Leases 6.10 Tolling Obligations 6.11 Closing of Business 6.12 Opinion of Counsel 7.

  • Schedule 3.10 - Financial Statements Schedule 3.11 - No Adverse Changes Schedule 3.12 - Liabilities Schedule 3.13 - Taxes Schedule 3.14 - Benefit Plans Schedule 3.18 - Environmental Matters Schedule 3.19 - Contracts and Commitments Schedule 3.20 - Title Defects Schedule 3.21 - Insurance Policies Schedule 3.22 - Condition of Assets Schedule 3.23 - Labor Relations Schedule 3.25 - Employee Actions Schedule 3.26 - Potential Conflicts of Interest Schedule 4.3 - SEC Filing Deficiencies .

  • A-34 9.2 No Adverse Changes.......................................

  • REPRESENTATIONS AND WARRANTIES OF SELLERS 9 3.1 Organization and Existence 9 3.2 Authority and Approval; Enforceability 10 3.3 No Conflict 10 3.4 Consents 11 3.5 Laws and Regulations; Litigation 11 3.6 Management Projections, Budgets and Information 11 3.7 Environmental Matters 12 3.8 Condition of Assets: 12 3.9 Taxes 12 3.10 Title 12 3.11 Brokerage Arrangements 13 3.12 No Adverse Changes 13 ARTICLE IV.

  • REPRESENTATIONS AND WARRANTIES OF BNL PARTIES SECTION 5.1 Organization and Existence 60 SECTION 5.2 Authority and Approval 60 SECTION 5.3 No Conflict; Consents 60 SECTION 5.4 Capitalization 61 SECTION 5.5 SEC Documents; Internal Controls 62 SECTION 5.6 Financial Statements; Undisclosed Liabilities 63 SECTION 5.7 Litigation; Laws and Regulations 64 SECTION 5.8 No Adverse Changes 64 SECTION 5.9 Taxes 64 SECTION 5.10 Brokerage Arrangements 66 SECTION 5.11 Waivers and Disclaimers 66 ARTICLE VI.

  • Information and Financial Data Accurate; Financial Statements; No Adverse Changes......................

  • SBA Identified No Adverse Changes in the Financial Status of BorrowersOf the 49 loans in our sample meeting the credit review requirement, SBA did not identify adverse changes in the financial status of borrowers; therefore, the Agency did not cancel any of these loans.


More Definitions of No Adverse Changes

No Adverse Changes. Except as set forth in Section 3.20 of the Disclosure Schedule, since the Balance Sheet Date, the Company and the Subsidiaries have conducted their respective businesses only in the ordinary course of business, and none of them has: (i) through the date of this Agreement, suffered any material adverse change in its business, properties or financial condition, including any material damage, destruction or loss affecting its assets, (ii) made any material increase in compensation payable or to become payable to any of its employees or made or promised to make any material bonus payment to any of its employees, or made any material change in personnel policies, insurance benefits or other compensation arrangements affecting any of its employees (other than increases, promises or changes in the ordinary course consistent with past practices or pursuant to Benefit Plans, Benefit Arrangements and practices in effect as of the Balance Sheet Date); (iii) sold, transferred, leased to others or otherwise disposed of any of its material assets (except for (x) inventory sold or used in the ordinary course of business consistent with past practices or (y) assets sold or disposed of and replaced by other similar assets), canceled or compromised any debts owed to, or claims relating to, its assets, business or operations which are of material value or waived, compromised or released any rights which are of material value or (iv) through the date of this Agreement, suffered any termination of any Contract to which it is or was a party representing $500,000 or more of revenues to the Company and the Subsidiaries for the 12-month period ending on the date of this Agreement.
Sample 1
No Adverse Changes. Except as set forth in Schedule 3.17 or as described in the Financial Statements, from December 31, 2013, to the date of this Agreement:
Sample 1

Related to No Adverse Changes

  • Material Adverse Change (or Effect) means a change (or effect), in the condition (financial or otherwise), properties, assets, liabilities, rights, obligations, operations, business or prospects which change (or effect) individually or in the aggregate, is materially adverse to such condition, properties, assets, liabilities, rights, obligations, operations, business or prospects.

  • Material Adverse Change means any material adverse change in the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower or the Borrower and its Subsidiaries taken as a whole.

  • Company Material Adverse Change means a change (or circumstance involving a prospective change) in the business, operations, assets, liabilities, results of operations, cash flows, condition (financial or otherwise) or prospects of the Company which is materially adverse.

  • Adverse Change A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of the Loan is impaired.

  • Material Adverse Effect shall have the meaning assigned to such term in Section 3.1(b).

  • Material Adverse with respect to any change or effect, a material adverse change in, or effect on, as the case may be, (i) the financial condition, operations, business, or Property of the Borrower and the Subsidiaries taken as a whole, (ii) the ability of the Borrower to perform its obligations under the Loan Documents, or (iii) the ability of the Administrative Agent, the Issuer or any Lender to enforce the Loan Documents.

  • SPAC Material Adverse Effect means any Effect that, individually or in the aggregate with all other Effects, is or would reasonably be expected to (a) have a material adverse effect on the business, condition (financial or otherwise), assets, liabilities or operations of the SPAC; or (b) prevent, materially delay or materially impede the performance by the SPAC or Merger Sub of their respective obligations under this Agreement or the consummation of the Merger or any of the other Transactions; provided, however, that none of the following shall be deemed to constitute, alone or in combination, or be taken into account in the determination of whether, there has been or will be a SPAC Material Adverse Effect: (i) any change or proposed change in or change in the interpretation of any Law (including any COVID-19 Measures) or GAAP; (ii) events or conditions generally affecting the industries or geographic areas in which the SPAC operates; (iii) any downturn in general economic conditions, including changes in the credit, debt, securities, financial or capital markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets); (iv) acts of war, sabotage, civil unrest, terrorism, epidemics, pandemics or disease outbreaks (including COVID-19) or any escalation or worsening of any such acts of war, sabotage, civil unrest, terrorism, epidemics, pandemics or disease outbreaks, or changes in global, national, regional, state or local political or social conditions; (v) any hurricane, tornado, flood, earthquake, natural disaster, or other acts of God; (vi) any actions taken or not taken by the SPAC as required by this Agreement or any Ancillary Agreement; (vii) any Effect attributable to the announcement or execution, pendency, negotiation or consummation of the Merger or any of the other Transactions (including any redemptions by any stockholders of the SPAC); or (viii) any actions or failures to take action, in each case, which the Company has requested or to which it has consented or which actions are contemplated by this Agreement, except in the cases of the foregoing clauses (i) through (iii), to the extent that the SPAC is materially and disproportionately affected thereby as compared with other participants in the industries in which the SPAC operates.

  • Material Adverse Event means an occurrence having a consequence that either (a) is materially adverse as to the business, properties, prospects or financial condition of the Company taken as a whole or (b) is reasonably foreseeable, has a reasonable likelihood of occurring and, if it were to occur, would materially adversely affect the business, properties, prospects or financial condition of the Company taken as a whole.

  • Material Adverse Effect on the Company means a material adverse effect on the financial condition, operations or business of the Company and its subsidiaries, taken as a whole, or the ability of the Company to enter into and consummate the transactions contemplated by this Agreement in accordance with its terms.

  • Business Material Adverse Effect means a material adverse effect on the Company, condition (financial or otherwise), properties, prospects, operations or results of operation of the Business or the ability of the Company, SBEEG or the Manager to perform its obligations as contemplated in this Agreement or any Related Agreement.

  • Target Material Adverse Effect means any change, effect, event or occurrence that (A) has a material adverse effect on the business, assets, liabilities, financial condition or results of operations of the Target and its subsidiaries taken as a whole or (B) prevents or materially delays the Target from performing its obligations under the Acquisition Agreement in any material respect; provided, however, that no change, effect, event or occurrence to the extent arising or resulting from any of the following, either alone or in combination, shall constitute or be taken into account in determining whether there has been a Target Material Adverse Effect: (i) (A) general economic, financial, political, capital market, credit market, or financial market conditions or (B) general conditions affecting any of the industries in which the Target and its subsidiaries operate; (ii) Changes in Law or changes in GAAP or accounting standards, in either case, occurring after April 26, 2011; (iii) any natural disasters, pandemics or acts of war (whether or not declared), sabotage or terrorism, or an escalation or worsening thereof; (iv) the entry into, announcement or performance of the Acquisition Agreement and the transactions contemplated hereby, including compliance with the covenants set forth herein (other than Section 5.1(a) of the Acquisition Agreement), and the impact thereof on relationships, contractual or otherwise, with customers, suppliers, distributors, partners, employees or regulators, or any shareholder litigation arising from allegations of breach of fiduciary duty relating to the Acquisition Agreement or the transactions contemplated by the Acquisition Agreement, except that this clause (iv) shall not apply with respect to the representations and warranties contained in Section 3.4 of the Acquisition Agreement (v) any changes in the price or trading volume of the Common Stock (as defined in the Acquisition Agreement) (provided that the underlying change, effect, event or occurrence that caused or contributed to such change in market price or trading volume shall not be excluded); (vi) any failure by the Target to meet projections or forecasts (provided that the underlying change, effect, event or occurrence that caused or contributed to such failure to meet projections or forecasts shall not be excluded); and (vii) any change or prospective change in the Target’s credit rating (provided that the underlying change, effect, event or occurrence that caused or contributed to such change or prospective change in the Target’s credit rating shall not be excluded); provided, further, however, that the change, effect, event or occurrence referred to in the preceding clauses (i), (ii) and (iii) shall be excluded pursuant to such clause only to the extent such change, effect, event or occurrence does not adversely affect the Target and its subsidiaries, taken as a whole, disproportionately to other companies operating in the industries in which the Target and its subsidiaries compete (in which case the incremental disproportionate impact or impacts may be taken into account in determining whether there has been, or is reasonably likely to be, a Target Material Adverse Effect).

  • Materially Adverse Effect means (a) any material adverse effect upon the business, assets, liabilities, financial condition or results of operations of the Borrower and its Subsidiaries, taken as a whole, or (b) a material adverse effect upon any material rights or benefits of the Lenders or the Administrative Agent under the Loan Documents.

  • Parent Material Adverse Effect means any change, event, development, condition, occurrence or effect that prevents, or materially delays, the ability of Parent to consummate the transactions contemplated by this Agreement.

  • Partnership Material Adverse Effect means any change, circumstance, effect or condition that is, or could reasonably be expected to be, materially adverse to the business, financial condition, assets, liabilities or results of operations of the Partnership Group, taken as a whole.

  • Company Material Adverse Effect means a material adverse effect on the assets, business, condition (financial or otherwise), results of operations or future prospects of the Company.

  • Seller Material Adverse Effect means any event, change or effect that would reasonably be expected to prevent or materially delay the consummation by the applicable Seller of the Contemplated Transactions.

  • Buyer Material Adverse Effect means any material adverse change, event, circumstance or development with respect to, or any material adverse effect on, (a) the business, financial condition or results of operations of the Buyer and its Subsidiaries, taken as a whole, or (b) the ability of the Buyer or the Transitory Subsidiary to consummate the transactions contemplated by this Agreement.

  • Acquiror Material Adverse Effect means, any change, event, circumstance, occurrence, effect, development or state of facts that, individually or in the aggregate, with any other change, event, circumstance, occurrence, effect, development or state of facts has had or would reasonably be expected to prevent or materially delay or materially impact the ability of Acquiror and the Sponsor to consummate the Transactions. Notwithstanding the foregoing, the amount of the Acquiror Stockholder Redemptions or the failure to obtain the Acquiror Stockholder Approval shall not be deemed to be an Acquiror Material Adverse Effect.

  • Investor Material Adverse Effect means, with respect to a particular Investor, any fact, event, circumstance, change, occurrence, effect or condition which has had or would reasonably be expected to have, individually or in the aggregate with all other facts, events, circumstances, changes, occurrences, effects or conditions, a material adverse effect on the ability of such Investor to consummate the transactions contemplated by this Agreement.

  • Purchaser Material Adverse Effect means any material and adverse effect on (i) the ability of a Purchaser to meet its obligations under the Basic Documents on a timely basis or (ii) the ability of a Purchaser to consummate the transactions under any Basic Document.

  • Subscriber Material Adverse Effect means an event, change, development, occurrence, condition or effect with respect to Subscriber that would reasonably be expected to have a material adverse effect on Subscriber’s ability to consummate the transactions contemplated hereby, including the purchase of the Subscribed Shares.

  • Property Material Adverse Effect shall have the meaning assigned thereto in the Mortgage.

  • Closing Date Material Adverse Effect means a “Material Adverse Effect” as defined in the Acquisition Agreement.

  • Unreasonable adverse effects on the environment means any unreasonable risk to humans or the environment, taking into account the economic, social, and environmental costs and benefits of the use of any pesticide.

  • Serious Adverse Event means any adverse event that led to any of the following:

  • Adverse impact on visibility means visibility impairment which interferes with the management, protection, preservation or enjoyment of the visi- tor’s visual experience of the Federal Class I area. This determination must be made on a case-by-case basis taking into account the geographic extent, in- tensity, duration, frequency and time of visibility impairment, and how these factors correlate with (1) times of vis- itor use of the Federal Class I area, and(2) the frequency and timing of natural conditions that reduce visibility.