5No Material Adverse Effect Clause Samples
The "No Material Adverse Effect" clause establishes that, as of a certain date or throughout a specified period, no significant negative changes have occurred that would substantially impact the value, operations, or financial condition of a party or its assets. In practice, this clause is often used in mergers and acquisitions to ensure that the target company has not experienced any major setbacks, such as regulatory penalties, loss of key customers, or significant financial downturns, between signing and closing. Its core function is to protect the buyer from unforeseen detrimental events, allowing them to renegotiate or terminate the agreement if a material adverse effect arises.
5No Material Adverse Effect. No Material Adverse Effect shall have occurred.
5No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Material Adverse Effect with respect to ▇▇▇▇▇▇▇ or ▇▇▇▇▇.
5No Material Adverse Effect. There shall have been no Material Adverse Effect in respect of any Property, any Borrower, Guarantor or any other Borrower Control Person. There shall be no pending or threatened (in writing) litigation against any Borrower, any Guarantor or any other Borrower Control Person, or involving any Property that could have a Material Adverse Effect, that has not been previously disclosed to Lender and approved by Lender in writing.
5No Material Adverse Effect. Since December 31, 2021, there has been no material adverse change in the financial condition, operations, assets, business or properties of Loan Parties.
5No Material Adverse Effect. Since the end of the Company’s last fiscal year ended December 31, 2020, there has been no development or event that has had or would reasonably be expected to have, singularly or in the aggregate, a Material Adverse Effect.
5No Material Adverse Effect. Since the end of the Company’s last fiscal year ended December 31, 2019, there has been no Material Adverse Effect on the Company or the Bank.
5No Material Adverse Effect. Since June 30, 2023, (i) there has not been any event, occurrence, development or condition of any character that has had or would reasonably be expected to have a Material Adverse Effect; (ii) there have not been any changes in the authorized capital, assets, liabilities, financial condition, business, Material Contracts or operations of the Company and its Subsidiaries, taken as a whole, from that reflected in the consolidated financial statements of the Company and its Subsidiaries, except for any such changes in the ordinary course of business which have not had or would not reasonably be expected to have a Material Adverse Effect and (iii) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders. No material event, liability, fact, circumstance, occurrence or development has occurred or exists, or is reasonably expected to occur or exist, with respect to the Company or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable law that has not been publicly disclosed.
5No Material Adverse Effect. Since December 31, 2022, there has been no Material Adverse Effect. 5.6Litigation. Except as set forth on Schedule 5.6, no litigation (including derivative actions), arbitration proceeding, administrative proceeding or governmental investigation or proceeding is pending or, to Borrower’s knowledge, threatened against any Loan Party that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. As of the Closing Date, other than any liability incidental to such litigation or proceedings, no Loan Party has any material Contingent Obligations not disclosed in the financial statements specified in Section 5.4(a) and other Contingent Obligations permitted by Section 7.1.
5No Material Adverse Effect. Since December 31, 2022, there has been no Material Adverse Effect.