Absence of Certain Changes and Events. Since January 1, 2018, there has not been any adverse event, change or circumstance that, individually or in the aggregate, has had a material adverse effect on the Reinsured Policies or the Ceding Company’s ability to perform its obligations under this Agreement.

Absence of Certain Changes or Events. Except as disclosed in [Schedule 4.9] and any Parent SEC Document filed after the Covered Parent SEC Disclosure, since the date of the Parent Balance Sheet, each of Parent and the Parent Subsidiaries have conducted their business only in the ordinary course and there has not been: # a Buyer Party Material Adverse Effect; # any declaration, setting aside for payment or payment of any dividend or other distribution; # any amendment of any material term of any outstanding security of Parent; # any repurchase, redemption or other acquisition by Parent or any Parent Subsidiary of any outstanding shares, stock or other securities of, or other ownership interests in, Parent or any Parent Subsidiary; or # any change in any method or practice of financial accounting by Parent or any consolidated Parent Subsidiary other than any change after the date of this Agreement permitted by ARTICLE V.

Absence of Certain Changes or Events. Since the date of the ​ Financial Statements, except in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, the business of ​ has been conducted in the Ordinary Course of Business consistent with past practice and there has not been or occurred:

Absence of Certain Changes or Events. Since its inception, NOVA has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been: # any material adverse change with respect to NOVA; # any condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to NOVA; # any event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 4.01 without prior consent of UBI; or # any condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of NOVA to consummate the transactions contemplated by this Agreement.

Absence of Certain Changes or Events

Absence of Certain Changes. Since December 31, 2020, the Company has not: # suffered any change constituting a Company Material Adverse Effect; # amended its Articles or By-Laws; # split, combined or reclassified Company Common Stock; # declared or set aside or paid any dividend or other distribution with respect to the Company Common Stock; # materially changed the Company’s accounting principles, practices or methods; or # conducted any transaction or activity other than in the ordinary course of business.

Absence of Certain Changes. Except as disclosed in a Current Report on Form 8-K filed with the SEC, since its last posted Financial Statements, Buyer has not: # suffered any change constituting an Buyer Material Adverse Effect; # amended its Certificate or By-Laws; # split, combined or reclassified Buyer Common Stock; # declared or set aside or paid any dividend or other distribution with respect to Buyer Common Stock; # materially changed Buyer’s accounting principles, practices or methods; or # conducted any transaction or activity other than in the ordinary course of business.

Absence of Certain Changes. Since the date of the Company’s most recent audited financial statements contained in a Form 10-K, there has been no material adverse change and no material adverse development in the business, assets, liabilities, properties, operations (including results thereof), condition (financial or otherwise) or prospects of the Company or any of its Subsidiaries. Since the date of the Company’s most recent audited financial statements contained in a Form 10-K, neither the Company nor any of its Subsidiaries has # declared or paid any dividends, # sold any assets, individually or in the aggregate, outside of the ordinary course of business or # made any capital expenditures, individually or in the aggregate, outside of the ordinary course of business. Neither the Company nor any of its Subsidiaries has taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company or any Subsidiary have any knowledge or reason to believe that any of their respective creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be Insolvent (as defined below). For purposes of this Section ‎3(j), “Insolvent” means, # with respect to the Company and its Subsidiaries, on a consolidated basis, # the present fair saleable value of the Company’s and its Subsidiaries’ assets is less than the amount required to pay the Company’s and its Subsidiaries’ total Indebtedness (as defined below), # the Company and its Subsidiaries are unable to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or # the Company and its Subsidiaries intend to incur or believe that they will incur debts that would be beyond their ability to pay as such debts mature; and # with respect to the Company and each Subsidiary, individually, # the present fair saleable value of the Company’s or such Subsidiary’s (as the case may be) assets is less than the amount required to pay its respective total Indebtedness, # the Company or such Subsidiary (as the case may be) is unable to pay its respective debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or # the Company or such Subsidiary (as the case may be) intends to incur or believes that it will incur debts that would be beyond its respective ability to pay as such debts mature. Neither the Company nor any of its Subsidiaries has engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s or such Subsidiary’s remaining assets constitute unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Since September 30, 2022, except as set forth in the SEC Documents, there has been no material adverse change and no material adverse development in the assets, liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934 Act reporting status of the Company or any of its Subsidiaries.

Section # Absence of Certain Changes.