Example ContractsClausesAbsence of Certain Developments
Absence of Certain Developments
Absence of Certain Developments contract clause examples

Absence of Certain Developments. From the Most Recent Balance Sheet Date to the date hereof, # there has not been a Company Material Adverse Effect, # the business of the Company and its Subsidiaries has been conducted in the ordinary course of business (aside from steps taken in contemplation of the Merger), and # neither the Company nor its Subsidiaries has taken any action that would have required the prior written consent of BRPA under Section 4.1 if such action had been taken during the Interim Period.

Absence of Certain Developments. Since the date of the Latest Balance Sheet, the Target Entities have conducted their business in the Ordinary Course of Business and there has been no Material Adverse Effect except that the applicable Target Entities are insolvent and/or have filed the Chapter 11 Cases.

Absence of Certain Developments. Since the date of its incorporation, the Company has conducted the Business in the ordinary course of business and there has not occurred any event or development that, individually or in the aggregate, has had or would reasonably be expected to have an adverse effect. Since the date of its incorporation, the Company has not, # sold, leased, assigned, disposed of or transferred (including transfers to the Company or any of its respective employees or Affiliates) any of its assets (whether tangible or intangible), except for sales of inventory in the ordinary course of business; # except as pursuant to the Notes mortgaged, pledged or subjected to any Lien any portion of its properties or assets, other than Permitted Liens; # committed to make or authorized any capital expenditure; # acquired (including, without limitation, by merger, consolidation, or acquisition of stock or assets) any interest in any Person or any division thereof or any assets, other than acquisitions of assets in the ordinary course of business; # except as pursuant to the Notes incurred any Indebtedness or assumed, guaranteed or endorsed the obligations of any Person; # entered into, amended, modified, accelerated or terminated any material Contract; # except as pursuant to the Notes granted, issued, sold, pledged, disposed of, encumbered or transferred any equity securities, securities convertible, exchangeable or exercisable into equity securities, or warrants, options or other rights to acquire equity securities, of the Company; # declared, set aside, or distributed any dividend or other distribution (whether payable in cash, stock, property or a combination thereof) with respect to any of its capital stock (or other equity securities), or entered into any agreement with respect to the voting of its capital stock (or other equity securities); # reclassified, combined, split, subdivided or redeemed, purchased or otherwise acquired, directly or indirectly, any of its membership interests (or other equity securities); # waived, released, assigned, settled or compromised any material rights or claims, or any material litigation or arbitration; k) disclosed any trade secrets (including source code for any Company Product) or other proprietary and confidential information to any Person that is not subject to any confidentiality or non-disclosure agreement; # except as pursuant to the Notes transferred (by way of a License, assignment or otherwise) to any Person any right to any Company Intellectual Property, other than non-exclusive licenses of Company Intellectual Property entered into with customers of Company products in the ordinary course of business on Company’s standard form agreements; # made loans or advances to, guarantees for the benefit of, or any investments in, any Person; # forgave any loans to directors, officers, employees or any of their respective affiliates; (o) (1) accelerated or delayed collection of notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of business; # delayed or accelerated payment of any account payable in advance of its due date or the date such liability would have been paid in the ordinary course of business; # made any changes to cash management policies; # delayed or postponed the repair or maintenance of their properties; or # varied any inventory purchase practices in any material respect from past practices; # made, changed or revoked any material Tax election; settled or compromised any claim, notice, audit report or assessment in respect of material Taxes; changed any annual Tax accounting period, or adopted or changed any method of Tax accounting; filed any amended material Tax Return; entered into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement relating to any Tax; surrendered any right to claim a material Tax refund; or consented to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; or # agreed or committed to do any of the foregoing.

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.

Absence of Certain Changes or Events

Absence of Certain Changes. Greenflag has not:

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