ABSENCE OF MATERIAL EVENTS Clause Samples

ABSENCE OF MATERIAL EVENTS. Since January 1, 1996 there has not been (a) any material adverse change in the business, affairs or prospects of the Company nor, to the Company's knowledge, are any such changes threatened, anticipated or contemplated; (b) any actual or, to the Company's knowledge, threatened, anticipated or contemplated damage, destruction, loss, conversion, termination, cancellation, default or taking by eminent domain or other action by governmental authority which has materially affected or may hereafter

ABSENCE OF MATERIAL EVENTS. Since September 30, 2005, except as set forth on Schedule 3.16(a) - (r) hereto, there has not been with ------------------------ respect to the Company or the Property: (a) Any adverse change in the Business, condition, financial or otherwise, operations, or prospects of the Company or the condition of the Property, and, to the Knowledge of the Employee Sellers, no such change will arise from the consummation of the transactions contemplated hereby; (b) Any declaration, setting aside, or payment of any dividend or any distribution (in cash or in kind) to any Person or entity with respect to any securities of the Company, or any direct or indirect redemption, purchase, or other acquisition by the Company of any of its securities except the transfer of the FCC Licenses to SRMZBCo., LLC, an Ohio limited liability company ("SRMZBCo."); ---------- (c) Any increase in compensation or other remuneration payable to or for the benefit of or committed to be paid to or for the benefit of any shareholder, director, officer, agent, or employee of the Company, or in any benefits granted under any Plan with or for the benefit of any such shareholder, director, officer, agent, or employee (other than increases in wages or salaries required under existing Contracts listed on Schedules 3.11(a)-(n) or ---------------------- otherwise not unusual in timing, character or amount made in the Ordinary Course of Business to employees); (d) Any transaction entered into or carried out by the Company other than in the Ordinary Course of Business; (e) Any borrowing or incurrence of any other indebtedness (other than accounts payable in the Ordinary Course of Business) contingent or other, by or on behalf of the Company (it being understood that the foregoing is not intended to describe obligations of the Company under Contracts to sell products or provide services to others); (f) Any modification or termination of any Contract disclosed on Schedules 3.11(a)-(n) or 3.13(c) or any material term thereof or -------------------------------- any Government license, permit or other authorization; (g) Any purchase by the Company of capital assets or any interests in real property or any lease arrangement (whether as a lessor or lessee or sublessor or sublessee) entered into by the Company with respect to real property; (h) Any lapse or infringement of any Intellectual Property owned or used by or licensed to the Company, or to the Knowledge of the Employee Sellers, any abandonment thereof; (i...

ABSENCE OF MATERIAL EVENTS. (a) No Material Event exists or will occur as a result of signature of the Financial Documents or the performance of any of the transactions provided for therein. (b) No event exists that constitutes default pursuant to any agreement or other act binding on the Group companies that may have a Material Adverse Effect.

ABSENCE OF MATERIAL EVENTS. Except as provided in this Section 5.17 -------------------------- and the Pulsar Disclosure Schedule, since the Balance Sheet Date the business of Pulsar has been conducted in the ordinary course of business (including borrowing money for working capital purposes only) and there has not been (a) any material adverse change in the business, affairs, prospects, operations, earnings or financial condition of Pulsar nor, to the best of Pulsar's knowledge, are any such changes threatened, anticipated or contemplated; (b) any actual or, to Pulsar's knowledge, threatened, anticipated or contemplated damage, destruction, loss, conversion, termination, cancellation, default or taking by eminent domain or other action by governmental authority which has materially affected or may hereafter materially affect the properties, assets, business affairs, cash flow or results of operation or prospects of Pulsar; (c) any material and adverse pending or, to Pulsar's knowledge, threatened, anticipated or contemplated dispute of any kind with any material customer, supplier, source of financing, employee, landlord, subtenant or licensee of Pulsar, or any pending or, to Pulsar's knowledge, threatened, anticipated or contemplated occurrence or situation of any kind, nature or description which is reasonably likely to result in any reduction in the amount, or any change in the terms or conditions, of business with any material customer, supplier or source of financing; (d) any pending, or to Pulsar's knowledge, threatened, anticipated or contemplated occurrence or situation of any kind, nature or description materially and adversely affecting the properties, assets, business, affairs or prospects of Pulsar; (e) any waivers by Pulsar of any right, or cancellation of any debt or claim, of substantial value; (f) any declarations, set asides or payments of any dividend or other distributions or payments in respect of Pulsar capital stock; or (g) any changes in the accounting principles or methods which are utilized by Pulsar.

ABSENCE OF MATERIAL EVENTS. Since the date of the Web Site's formation, there has not been any material adverse change in the business, financial condition, operations, results of operations or future prospects of the Seller or Web Site relating to the Acquired Assets. Without limiting the generality of the foregoing, since that date through the Closing Date: (i) the Seller has not sold, leased, licensed, transferred or assigned any of the Acquired Assets; (ii) the Seller has not entered into any agreement, contract, lease or license (or series of related agreements, contracts, leases and licenses) relating to the Acquired Assets either involving more than $5,000 or outside the Ordinary Course of Business; (iii) no party has accelerated, terminated, modified or cancelled any agreement, contract, lease or license (or series of related agreements, contracts, leases and licenses) relating to the Acquired Assets involving more than $5,000 to which the Seller is a party or by which it is bound; (iv) the Seller has not imposed any Security Interest upon any of the Acquired Assets; (v) the Seller has not cancelled, compromised, waived or released any right or claim (or series of related rights and claims) relating to the Acquired Assets either involving more than $5,000 or outside the Ordinary Course of Business; (vi) the Seller has not granted any license or sublicense of any rights under or with respect to any Intellectual Property relating to the Acquired Assets; (vii) there has been no change made or authorized in the Seller's ownership and complete control of the Web Site; (viii) the Seller has not experienced any damage, destruction or loss (whether or not covered by insurance) to the Acquired Assets; (ix) there has not been any other material occurrence, event, incident, action, failure to act or transaction outside the Ordinary Course of Business involving the Acquired Assets; and (x) the Seller has not committed to any of the foregoing.

ABSENCE OF MATERIAL EVENTS no Material Event or Potential Material Event in favor of the Assignee set forth in Schedule 8 (Material Events), Part A (Material Events in favor of the Assignee), has occurred and has not been remedied (with reference to any events attributable to the Assignor) and, with reference to any events not attributable to the Assignor, has occurred and has not been remedied of which the Assignor is aware.

ABSENCE OF MATERIAL EVENTS. Evidence reasonably satisfactory to the Lenders that there has occurred (i) no material adverse change in the condition (financial and otherwise), operations, assets, income and/or prospects of the Borrower and its Subsidiaries; (ii) no litigation which in the reasonable judgment of the Agents or any Lender would prohibit the making of Advances or would otherwise cause a material adverse effect in the condition (financial and otherwise) of the Borrower and its Subsidiaries; (iii) no disruption or change in the financial or capital markets in general that would have a material adverse effect on the market for loan syndications; or (iv) no changes in governmental regulations or policies affecting the Borrower, its Subsidiaries, the Agents or the Lenders that would have a material adverse effect on the condition (financial or otherwise) of the underwriting of the Line of Credit.

ABSENCE OF MATERIAL EVENTS. Since January 1, 1997 there has not been (a) any material adverse change in the business, affairs or prospects of the Company nor, to the best of the Company's knowledge, are any such changes threatened, anticipated or contemplated; (b) any actual or, to the Company's knowledge, threatened, anticipated or contemplated damage, destruction, loss, conversion, termination, cancellation, default or taking by eminent domain or other action by governmental authority which has materially affected or may hereafter materially affect the properties, assets, business affairs or prospects of the Company; (c) any material and adverse pending or, to the Company's knowledge, threatened,

ABSENCE OF MATERIAL EVENTS. Since January 1, 1997 there has not been (a) any material adverse change in the business, affairs or prospects of any Company nor, to