Common use of Absence of Material Adverse Effect Clause in Contracts

Absence of Material Adverse Effect. Since the date of this Agreement, there shall not have occurred (i) any event, change, effect, development, condition or occurrence that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (ii) any Force Majeure Event that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (provided, that for purposes of this Section 6.2(d)(ii), the provisos included in the definition of Material Adverse Effect shall not be taken into account).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Lear Corp), Agreement and Plan of Merger (Lear Corp), Agreement and Plan of Merger (American Real Estate Partners L P)

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Absence of Material Adverse Effect. Since (i) There shall not have been, since the date of this Agreement, there shall not have occurred (i) any event, change, effect, development, or condition (financial or occurrence otherwise) of any character that has had or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (ii) any Force Majeure Event that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (provided, that for purposes of this Section 6.2(d)(ii), the provisos included in the definition of Material Adverse Effect shall not be taken into account)Effect.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Hostopia.com Inc.), Agreement and Plan of Merger (Hostopia.com Inc.), Agreement and Plan of Merger (Deluxe Corp)

Absence of Material Adverse Effect. (a) Since the date of this Agreement, there shall not have occurred (i) any no event, change, effect, development, condition effect or occurrence that has had or could reasonably be expected to havedevelopment shall have occurred that, individually or in the aggregate, a Material Adverse Effect or (ii) any Force Majeure Event that has had or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (provided, that for purposes of this Section 6.2(d)(ii), the provisos included in the definition of Material Adverse Effect shall not be taken into accountas defined below).

Appears in 2 contracts

Samples: Stock Purchase Agreement (BioAmber Inc.), Stock Purchase Agreement (BioAmber Inc.)

Absence of Material Adverse Effect. Since the date of this Agreement, Agreement there shall not have occurred (i) any event, change, effectcircumstance, developmentoccurrence, condition effect or occurrence that has had or could reasonably be expected to havestate of facts that, individually or in the aggregate, a Material Adverse Effect or (ii) any Force Majeure Event that has had or could would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect (provided, that for purposes of this Section 6.2(d)(ii), the provisos included in the definition of Material Adverse Effect shall not be taken into account).Effect. 66

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Patterson Uti Energy Inc), Agreement and Plan of Merger (Patterson Uti Energy Inc)

Absence of Material Adverse Effect. Since the date of this Agreement, Agreement there shall not have occurred (i) any event, change, effectcircumstance, developmentoccurrence, condition effect or occurrence that state of facts that, individually on in the aggregate, has had or could would reasonably be expected to have, individually or in the aggregate, have a Xxxxxx Material Adverse Effect or (ii) any Force Majeure Event that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (provided, that for purposes of this Section 6.2(d)(ii), the provisos included in the definition of Material Adverse Effect shall not be taken into account)Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ryland Group Inc), Agreement and Plan of Merger (Standard Pacific Corp /De/)

Absence of Material Adverse Effect. Since the date of this Agreement, Agreement there shall not have occurred (i) any event, change, effectcircumstance, developmentoccurrence, condition effect or occurrence that state of facts that, individually on in the aggregate, has had had, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (ii) any Force Majeure Event that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (provided, that for purposes of this Section 6.2(d)(ii), the provisos included in the definition of Material Adverse Effect shall not be taken into account)Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Aecom Technology Corp), Agreement and Plan of Merger (Urs Corp /New/)

Absence of Material Adverse Effect. Since (i) There will not have been, since the date of this Agreement, there shall not have occurred (i) any event, change, effect, event, occurrence, state of facts, development, or condition (financial or occurrence otherwise) of any character that has had or could reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect or (ii) any Force Majeure Event that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (provided, that for purposes of this Section 6.2(d)(ii), the provisos included in the definition of Material Adverse Effect shall not be taken into account)Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Zareba Systems Inc)

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Absence of Material Adverse Effect. Since the date of this Agreement, there shall not have occurred (i) any no event, change, effect, development, condition effect or occurrence that has had or could reasonably be expected to havedevelopment shall have occurred that, individually or in the aggregate, a Material Adverse Effect or (ii) any Force Majeure Event that has had or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (provided, that for purposes of this Section 6.2(d)(ii), the provisos included in the definition of Material Adverse Effect shall not be taken into account)Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Barry R G Corp /Oh/)

Absence of Material Adverse Effect. Since the date of this Agreement, there no event, condition, change or development, or worsening of any existing event, condition, change or development, shall not have occurred (i) that, individually or in combination with any other event, condition, change, effectdevelopment or worsening thereof, development, condition or occurrence that has had (and continues to have) or could reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect or (ii) any Force Majeure Event that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (provided, that for purposes of this Section 6.2(d)(ii), the provisos included in the definition of Material Adverse Effect shall not be taken into account).Effect; and

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fresh Brands Inc)

Absence of Material Adverse Effect. Since From the date of this AgreementAgreement through the Closing Date, there shall not have occurred (i) any an event, change, effectcircumstances, developmentoccurrence, condition condition, development or occurrence effect that has had had, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (ii) any Force Majeure Event that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (provided, that for purposes of this Section 6.2(d)(ii), the provisos included in the definition of Material Adverse Effect shall not be taken into account)Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (InfraREIT, Inc.)

Absence of Material Adverse Effect. Since the date of this Agreement, there shall not have occurred (i) any event, change, effect, development, condition or occurrence that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (ii) any Force Majeure Event change, fact, circumstance, condition, event or effect, or combination of changes, facts, circumstances, conditions, events or effects, that has had individually or could in the aggregate would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect (provided, that for purposes of this Section 6.2(d)(ii), the provisos included in the definition of Material Adverse Effect shall not be taken into account)Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Determine, Inc.)

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