Example ContractsClausesAbsence of Changes
Absence of Changes
Absence of Changes contract clause examples

Absence of Changes. Since the Evaluation Date: # there has not been any Material Adverse Effect or any event or events that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect; # there has not been any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of capital stock, # neither the Company nor any Subsidiary has sustained any material loss or interference with the Company’s or any Subsidiary’s business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, and # neither the Company nor any Subsidiary has incurred any material liabilities except in the ordinary course of business.

Absence of Changes. Since the Balance Sheet Date there has not been # any material adverse change in the financial condition, results of operations, assets, liabilities, business or prospects of the Corporation, # any material asset or property of the Corporation made subject to a lien of any kind, except liens for taxes not yet due and payable or non-consensual purchase money liens arising by operation of law and in the ordinary course of business, # any waiver of any valuable right of the Corporation, or the cancellation of any debt or claim held by the Corporation, # any payment of dividends on, or other distribution with respect to, or any direct or indirect redemption or acquisition of, any shares of the capital stock of the Corporation, or any agreement or commitment therefor, # any mortgage, pledge, sale, assignment or transfer of any tangible or intangible assets of the Corporation, except in the ordinary course of business, # any loan by the Corporation to, or any loan to the Corporation from, any officer, director, employee or stockholder of the Corporation, or any agreement or commitment therefor, # any damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the assets, property or business of the Corporation, or # any change in the accounting methods or practices followed by the Corporation.

Absence of Changes. Since the Current Balance Sheet Date and except as set forth on [Section 4.05] of the Disclosure Schedule, # the Company has operated in the Ordinary Course in all material respects, # there has been no event, circumstance, change, or effect that has had a Material Adverse Effect, # there has not been any damage, destruction, loss or casualty to property or assets of the Company with a value in excess of $50,000 whether or not covered by insurance; # there has been no change to the Company’s hedging methodology; # there have been no distributions from the Company to Seller; and # there has not been any action taken of the type described in Section 6.03 which, had such action occurred after the date of this Agreement, would be in violation of such Section.

Absence of Changes. Since December 31, 2020, # there has been no a Material Adverse Effect, and # each of the Company and its Subsidiaries has # conducted its businesses in the Ordinary Course and # except for items otherwise disclosed in the Schedules, not taken or agreed to take any action that would be prohibited by Section 5.1 (if taken or agreed to between the date of this Agreement and the Closing).

Absence of Changes. Since September 30, 2019 there has not been:

Absence of Changes. During the two years preceding the Effective Date, there has not been any material adverse change in the condition (financial or otherwise) of, or material damage, destruction, or loss affecting, the Marketing/Retail Business or the Assets, and Seller has not:

Absence of Certain Changes. Since March 31, 2019, 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.

Absence of Certain Changes. Except as disclosed in the SEC Documents, since December 31, 2019, there has been no material adverse change in the business, properties, operations, financial condition or results of operations of the Company or its Subsidiaries. The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any Bankruptcy Law nor does the Company or any of its Subsidiaries have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy or insolvency proceedings. The Company is financially solvent and is generally able to pay its debts as they become due.

Absence of Certain Changes. Since September 30, 2021, # there has not occurred any event that has caused or would reasonably be expected to cause a Material Adverse Effect on the Company and its subsidiaries, taken as a whole; # other than as described in the Company SEC Documents, the Company has not entered into any transactions not in the ordinary course of business that are material, individually or in the aggregate, to the Company; and # other than as described in the Company SEC Documents, there has not been any material decrease in the share capital or any material increase in any short-term or long-term indebtedness of the Company and there has been no dividend or distribution of any kind declared, paid or made by the Company or any repurchase or redemption by the Company of any class of share capital.

Absence of Certain Changes. Since September 30, 2019, 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.

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