No Subsequent Changes Sample Clauses
The "No Subsequent Changes" clause establishes that the terms of the agreement cannot be altered or amended after the contract has been executed unless both parties formally agree to such changes, typically in writing. In practice, this means that any verbal agreements, informal understandings, or unilateral modifications made after signing are not legally binding unless documented and signed by all parties involved. This clause serves to protect the integrity of the original contract, ensuring that both parties are held to the agreed-upon terms and preventing disputes over alleged informal changes.
No Subsequent Changes. Since March 31, 2002: (i) there has not been any change in the condition, financial or otherwise, of the Company which could materially adversely affect its ability to conduct its operations, other than ongoing losses in the ordinary course, and (ii) the Company has not incurred any material liabilities or obligations, direct or contingent, not in the ordinary course of business.
No Subsequent Changes. Subsequent to the respective dates as of which information is given in each of the Registration Statement and the Prospectus, (i) the Company and its subsidiaries, taken as a whole, have not incurred any material liability or obligation, direct or contingent, nor entered into any material transaction; (ii) the Company has not purchased any of its outstanding capital stock (other than from its employees or other service providers in connection with the termination of their service pursuant to the terms of the equity compensation plans or agreements described in the Prospectus), nor declared, paid or otherwise made any dividend or distribution of any kind on its capital stock other than ordinary and customary dividends; and (iii) there has not been any material change in the capital stock, short-term debt or long-term debt of the Company and its subsidiaries, taken as a whole, except in each case as described in each of the Registration Statement and the Prospectus, respectively.
No Subsequent Changes. Since June 30, 1999, (i) there has not been any Material Adverse Effect; (ii) the Company has used reasonable efforts to maintain the Assets in the usual and ordinary course of business and in accordance with the manner that has been established by the Company in its usual and ordinary business practices, (iii) the Company has not entered into a fixed price contract, nor any other agreement which was -expected to yield materially less in value than it would require the Company to expend, having regard to the normal and usual business practice of the Company; or (iv) there has not been any declaration or payment of any dividends or distribution with respect to, or any repurchase of, any of the capital stock of the Company.
No Subsequent Changes. 10 2.7 Inventory......................................................................................11 2.8
No Subsequent Changes. Except as disclosed in the Offering Memorandum, subsequent to the respective dates as of which such information is given in the Offering Memorandum, (i) none of the Issuers or Guarantors has incurred any material liabilities or obligations, indirect, direct or contingent, or entered into any transaction that is not in the ordinary course of business, (ii) none of the Issuers or Guarantors has sustained any material loss or interference with its business or properties from fire, flood, windstorm, accident or other calamity, whether or not covered by insurance, (iii) the Partnership has not paid or declared any distributions with respect to its general or limited partner interests, (iv) none of the Issuers or Guarantors is in default under the terms of any outstanding debt obligations, (v) there has not been any change in the capitalization or any material change in the indebtedness of any of the Issuers or Guarantors (other than in the ordinary course of business) and (vi) there has not been any material adverse change, or any development involving or that may reasonably be expected to result in a material adverse change, in the condition (financial or otherwise), business, prospects, properties, net worth or result of operations of the Issuers or Guarantors taken as a whole.
No Subsequent Changes. Except as contemplated in this Agreement and for changes in the ordinary course of business, since July 31, 2005 (i) there have been no changes (whether by sale, destruction, pledge, lease or otherwise) in, or Liens attaching on, the tangible or intangible assets (including licenses, permits and franchises), liabilities or financial condition of the Company and (ii) the Company has not entered into, amended or terminated any commitments, contracts or transactions, or waived any valuable rights. Since July 31, 2005, the Company has not directly or indirectly paid, declared, or set aside any dividends or distributions with respect to, nor repurchased, any of its capital stock or securities of any class, and no events have occurred which could reasonably be expected to have an Adverse Effect.
No Subsequent Changes. Subsequent to the respective dates as of which information is given in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus, (i) none of the Company or its Subsidiaries has incurred any material liability or obligation, direct or contingent, nor entered into any material transaction not in the ordinary course of business; (ii) except as described in each of the Time of Sale Prospectus and the Prospectus, the Company has not purchased any of its outstanding capital stock, nor declared, paid or otherwise made any dividend or distribution of any kind on its capital stock; and (iii) except as described in each of the Time of Sale Prospectus and the Prospectus, there has not been any material change in the capital stock, short-term debt or long-term debt of the Company and its Subsidiaries.
No Subsequent Changes. Except as contemplated in this Agreement or reflected in any Schedule or Exhibit attached hereto, since August 31, 1997, there have been no events or changes that constitute a Material Adverse Effect (whether by sale, destruction, pledge, lease or otherwise and whether or not covered by insurance) in the assets (including licenses, permits and franchises), liabilities, financial condition or prospects of any of the Operating Entities, except as specified on SCHEDULE 4.23. Since August 31, 1997, except as reflected on SCHEDULE 4.23, the Operating Entities have not, directly or indirectly: (a) paid, declared or set aside any dividends or distributions, (b) issued, sold, redeemed or repurchased any of their capital stock or ownership interests or securities of any class, or (c) taken or omitted to take any other action that, if such action or omission occurred after the date hereof, would constitute a breach of Section 6.1 hereof.
No Subsequent Changes. Since March 29, 1998, there has not been (i) any Material Adverse Effect; (ii) any loss or damage (whether or not covered by insurance) to any of the Company's assets which materially affects or impairs the Company's assets or properties considered as a whole, or its ability to conduct the Business; (iii) any contract or other transaction entered into or amended by the Company outside the ordinary course of business or inconsistent with past practice or except as contemplated by the Relocation; (iv) any sale or transfer of any of the Company's assets in excess of $50,000 singly or in the aggregate, except inventory in the ordinary course of business or except as contemplated by the Relocation, or any cancellation of any debts or claims of the Company outside the ordinary course of business or inconsistent with past practice; or (v) any declaration or payment of any dividends or distribution with respect to, nor any repurchase of, any of the capital stock of the Company; or (vi) any increase in compensation payable or to become payable to any employees of the Company, or increase in benefits under any Employee
No Subsequent Changes. Except for the Transactions, since September 30, 1995, each of Seller and AEP has conducted its Business in the ordinary course and consistent with past practices. There has not been (i) any transfer, lease or other disposition of any of the Assets or the acquisition of any assets or properties, except in the ordinary course of business consistent with past practices; (ii) any cancellation or compromise of any debt or claim, except in the ordinary course of business consistent with past practices; (iii) any waiver or release of any rights (other than rights related to Excluded Assets) under any Assigned Contract or of value to Seller, except for any such waiver or release which will not be Materially Adverse; (iv) any transfer or grant of any rights under any Intellectual Property; (v) any damage to, or destruction or loss of Assets (whether or not covered by insurance) in excess of $25,000; (vii) any actual or threatened in writing cancellations by customers, suppliers or manufacturers of any material Assigned Contract; (viii) any material change in any accounting principle or method used by Seller or AEP for either income tax or financial reporting purposes; (ix) any write-offs or write-downs of the Inventory or the Receivables other than in the ordinary course of business consistent with past practices; (x) any agreement to take any action described in this Section 2.6; and (xi) any Materially Adverse change (whether or not covered by insurance), or any occurrence or event which could reasonably be expected to result in a Materially Adverse change.