Absence Of Certain Changes Or Events (Representation)

The Absence of Certain Changes representation states that, except as disclosed within the agreement, since a specified date, the party's (or parties') business has continued in the ordinary course of business, and that there has not been any "Material Adverse Effect" on the party's (or parties') business.

Clause Text

Key Question: Without question.  Jump to Standard

Neutral Standard

Absence of Certain Changes. Except as listed in [PARTY A]'s Disclosure Schedule, since [MONTH, YEAR] [PARTY A] has

operated its business, in all material respects, in the ordinary course of business consistent with past practice, and

not suffered a Material Adverse Effect.

Absence of Certain Changes. Except as listed in [PARTY B]'s Disclosure Schedule, since [MONTH, YEAR], [PARTY B] has

operated its business, in all material respects, in the ordinary course of business consistent with past practice, and

not suffered a Material Adverse Effect.

Conduct in Ordinary Course and Absence of Certain Changes. Except as listed in [PARTY B]'s Disclosure Schedule, from [MONTH, YEAR] through the Effective Date,

except for the negotiation, execution, and delivery of this agreement, [PARTY B], and its Subsidiaries, has conducted [PARTY B]'s business in the ordinary course of business consistent with past practice in all material respects,

there has not been any event, development, or state of circumstances that would have, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on [PARTY B], and

except as would not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on [PARTY B], [PARTY B] has not, and none of its Subsidiaries have, suffered any loss, damage, destruction, or other casualty affecting any of its properties or assets, whether or not covered by insurance.

Conduct in Ordinary Course and Absence of Certain Changes. Except as listed in [PARTY A]'s Disclosure Schedule, from [MONTH, YEAR] through the Effective Date,

except for the negotiation, execution, and delivery of this agreement, [PARTY A], and its Subsidiaries, has conducted [PARTY A]'s business in the ordinary course of business consistent with past practice in all material respects,

there has not been any event, development, or state of circumstances that would have, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on [PARTY A], and

except as would not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on [PARTY A], [PARTY A] has not, and none of its Subsidiaries have, suffered any loss, damage, destruction, or other casualty affecting any of its properties or assets, whether or not covered by insurance.

Formation Documents (Charter) Formation Documents :Next