Absence Of Certain Changes Or Events (Representation)

Found In: Merger & Acquisitions | Updated: 12/02/2016

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 Language

Key Question: Without question.  Jump to Standard

Neutral Standard

Absence of Certain Changes. Except as listed in the [PARTY A]'s Disclosure Schedule, since [DATE]:

there has not been a Material Adverse Effect on the party; and 

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

Absence of Certain Changes. Except as listed in the [PARTY B]'s Disclosure Schedule, since [DATE], there has not been a Material Adverse Effect on the [PARTY B], and Business has been operated in all material respects in the ordinary course of business, consistent with past practice.

Absence of Certain Changes. Except as listed in the [PARTY B]'s Disclosure Schedule, since [DATE]:

there has not been a Material Adverse Effect on the party; and 

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

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