NO MATERIAL ADVERSE CHANGE; NO RESTRICTED PAYMENTS OR DEFAULTS Sample Clauses

NO MATERIAL ADVERSE CHANGE; NO RESTRICTED PAYMENTS OR DEFAULTS. (a) Since September 30, 2002, no material adverse change has occurred (i) in the business, condition (financial or otherwise), operations, performance, prospects (except to the extent of changes with respect to the prospects of the Borrower that are reflected in the projections delivered pursuant to SECTION 3.1(K)), assets or properties of the Borrower and its Subsidiaries taken as a whole or in the Borrower's ability to repay the Loan or (ii) with respect to any of the matters covered by the representations and warranties made in the Application. (b) Since September 30, 2002, neither the Borrower nor any of its Subsidiaries has directly or indirectly declared, ordered, paid or made, or set apart any sum of property for any Restricted Payment or agreed to do so except as would have been permitted by SECTION 6.3, as if such Section were in effect at all times since such date (but assuming that no Defaults or Events of Default had occurred). (c) No event has occurred and no conditions exist which would constitute a Default or Event of Default after giving effect to the Borrowing and the application of the proceeds, and no such event or condition will result from the Borrowing.
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NO MATERIAL ADVERSE CHANGE; NO RESTRICTED PAYMENTS OR DEFAULTS. (a) Since September 30, 2003, no material adverse change has occurred (i) in the business, condition (financial or otherwise), operations, performance, prospects, assets or properties of the Borrower and its Subsidiaries taken as a whole or in the Borrower's ability to repay the Loan or (ii) with respect to any of the matters covered by the representations and warranties made in the Application.
Sample 1
NO MATERIAL ADVERSE CHANGE; NO RESTRICTED PAYMENTS OR DEFAULTS. (a) Since June 28, 2002, no material adverse change has occurred (i) in the business, condition (financial or otherwise), operations, performance, prospects, assets or properties of the Obligors and their Subsidiaries taken as a whole or in the Borrower's ability to repay the Loan or (ii) with respect to any of the matters covered by the representations and warranties made in the Application; provided, however, that with respect to clause (i) of this Section 4.4(a), no event or circumstance disclosed in the Parent's quarterly reports on Form 10-Q filed with the SEC between June 28, 2002 and the Closing Date shall be considered a material adverse change.
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NO MATERIAL ADVERSE CHANGE; NO RESTRICTED PAYMENTS OR DEFAULTS 
Sample 1

Related to NO MATERIAL ADVERSE CHANGE; NO RESTRICTED PAYMENTS OR DEFAULTS

  • Financial Condition; No Material Adverse Change (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 reported on by Ernst & Young, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 2014, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

  • Financial Condition; No Material Adverse Effect (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present the financial condition of the Borrower and its subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

  • No Material Adverse Change in Business 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) there has been no 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 Financial Statements All consolidated and consolidating financial statements related to Borrower and any Subsidiary that are delivered by Borrower to Bank fairly present in all material respects Borrower’s consolidated and consolidating financial condition as of the date thereof and Borrower’s consolidated and consolidating results of operations for the period then ended. There has not been a material adverse change in the consolidated or in the consolidating financial condition of Borrower since the date of the most recent of such financial statements submitted to Bank.

  • No Material Adverse Changes Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (i) there shall not have been a Material Adverse Change, (ii) the Company shall not have incurred any material liabilities or obligations, direct or contingent, (iii) the Company shall not have entered into any material transactions not in the ordinary course of business other than pursuant to this Agreement and the transactions referred to herein, (iv) the Company shall not have issued any securities (other than the Securities or the Shares issued in the ordinary course of business pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, General Disclosure Package and the Prospectus) or declared or paid any dividend or made any distribution in respect of its capital stock of any class or debt (long-term or short-term), and (v) no material amount of the assets of the Company shall have been pledged, mortgaged or otherwise encumbered.

  • Financial Statements; No Material Adverse Change All financial statements relating to Borrower which have been or may hereafter be delivered by Borrower to Lender have been prepared in accordance with GAAP and fairly present the financial condition and the results of operation of Borrower as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrower to Lender prior to the date of this Agreement, there has been no material adverse change in the assets, liabilities, properties and condition, financial or otherwise, of Borrower, since the date of the most recent audited financial statements furnished by Borrower to Lender prior to the date of this Agreement.

  • No Material Adverse Change No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

  • Financial Condition; No Adverse Change The Borrower has furnished to the Lender its audited financial statements for its fiscal year ended February 26, 2005, and unaudited financial statements for the fiscal-year-to-date period ended August 27, 2005, and those statements fairly present the Borrower’s financial condition on the dates thereof and the results of its operations and cash flows for the periods then ended and were prepared in accordance with GAAP. Since the date of the most recent financial statements, there has been no material adverse change in the Borrower’s business, properties or condition (financial or otherwise).

  • No Material Adverse Change or Ratings Agency Change For the period from and after the date of this Agreement and prior to the Closing Date:

  • Financial Statements; No Material Adverse Effect (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.

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