Common use of Absence of Material Adverse Effect Clause in Contracts

Absence of Material Adverse Effect. (i) There shall not have been, since the date of this Agreement, any event, development, or condition (financial or otherwise) of any character that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (ii) For purposes of this Agreement, “Material Adverse Effect” means any change, effect, event, occurrence, state of facts, or development that, individually or in the aggregate with all other changes, effects, events, occurrences, states of facts or developments, (A) is materially adverse to the business, operations, results of operations, properties, assets, liabilities, or condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole; provided, however, that none of the following will be taken into account in determining whether there has been or would reasonably be expected to be a Material Adverse Effect: (1) any change in the market price or trading volume of the Company Common Stock after the date hereof; (2) any change generally relating to the economy or securities markets of the United States or Canada or generally affecting the industry in which the Company and its subsidiaries operate that does not have a materially disproportionate effect on the Company and its subsidiaries; (3) any acts of God, terrorism or war (whether or not declared) that do not have a materially disproportionate effect on the Company and its subsidiaries; (4) any adverse change resulting from compliance with the terms of, or the taking of any action at the direction or Parent or required by, this Agreement, including the failure to take any action as a result of restrictions or other prohibitions set forth in Section 5.1 hereof; (5) any changes (after the date hereof) in GAAP or Applicable Law, except to the extent that any such change has a materially disproportionate effect on the Company and its subsidiaries compared to other companies in the industry in which the Company and its subsidiaries operate; or (6) the announcement, pendency or consummation of the Merger (including any loss of or adverse change in the relationship of the Company and its subsidiaries with their respective employees, customers, partners or suppliers related thereto); or (B) would prevent the consummation of the Merger or any of the transactions contemplated hereby.

Absence of Material Adverse Effect. (i) There shall not have been, since Since the date of this AgreementAgreement to the Closing, any event, development, or condition (financial or otherwise) there shall not have been the occurrence of any character that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (ii) For purposes of this Agreement. As used herein, a “Material Adverse Effect” means any event, circumstance, change, effectdevelopment, event, occurrence, state of facts, effect or development occurrence (collectively “Effect”) that, individually or in the aggregate with all other changes, effects, events, occurrences, states of facts or developmentsEffects, (Aa) is materially has or would reasonably be expected to have a material adverse to effect on the business, operations, results of operations, properties, assets, liabilities, or condition (financial or otherwise) ), assets, liabilities or operations of the Company and or (b) would prevent, materially delay or materially impede the performance by the Company of its subsidiaries, taken as a wholeobligations under this Agreement or the consummation of the IPO; provided, however, that none of the following will shall be deemed to constitute, alone or in combination, or be taken into account in determining the determination of whether there has been or would reasonably be expected to be will be, a Material Adverse Effect: (1i) any change or proposed change in or change in the market price interpretation of any law (including any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester, workplace safety or trading volume of the Company Common Stock after the date hereofsimilar law promulgated by any Governmental Entity in connection with or in response to COVID-19) or accounting principles; (2ii) any change generally relating to the economy events or securities markets of the United States or Canada or conditions generally affecting the industry industries or geographies in which the Company and its subsidiaries operate that does not have a materially disproportionate effect on the Company and its subsidiariesoperates; (3iii) any downturn in general economic conditions, including changes in the credit, debt, securities, financial or capital markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets); (iv) acts of war, sabotage, civil unrest, terrorism, epidemics, pandemics or disease outbreaks (including COVID-19), or any escalation or worsening of any such acts of war, sabotage, civil unrest, terrorism epidemics, pandemics or disease outbreaks, or changes in global, national, regional, state or local political or social conditions; (v) any hurricane, tornado, flood, earthquake, natural disaster, or other acts of God, terrorism ; or war (whether or not declared) that do not have a materially disproportionate effect on the Company and its subsidiaries; (4vi) any adverse change resulting from compliance with the terms offailure in and of itself to meet any projections, forecasts, guidance, estimates, milestones, budgets or the taking financial or operating predictions of revenue, earnings, cash flow or cash position, provided that this clause (vi) shall not prevent a determination that any action at the direction or Parent or required by, this Agreement, including the Effect underlying such failure to take any action as has resulted in a result of restrictions or other prohibitions set forth in Section 5.1 hereof; (5) any changes (after the date hereof) in GAAP or Applicable LawMaterial Adverse Effect, except in the cases of clauses (i) through (v), to the extent that any such change has a materially disproportionate effect on the Company and its subsidiaries is disproportionately affected thereby as compared to with other companies participants in the industry industries or geographies in which the Company and its subsidiaries operate; or (6) the announcement, pendency or consummation of the Merger (including any loss of or adverse change in the relationship of the Company and its subsidiaries with their respective employees, customers, partners or suppliers related thereto); or (B) would prevent the consummation of the Merger or any of the transactions contemplated herebyoperates.

Absence of Material Adverse Effect. (i) There shall not have been, since Since the date of this AgreementAgreement to the pricing of the Qualified IPO, any event, development, or condition (financial or otherwise) there shall not have been the occurrence of any character that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Effect (ii) For purposes as defined below). The Company shall have delivered to each Investor a certificate, dated as of immediately prior to the pricing of the Qualified IPO, signed by a duly authorized officer of the Company, certifying to such effect. No Investor shall be entitled to assert a failure to satisfy the condition set forth in this Section 6.6 as a basis not to perform its obligations under Section 1.1 of this Agreement after the pricing of the Qualified IPO; provided that the certifications contained in such certificate shall be deemed to be a representation and warranty made by the Company as of pricing of the Qualified IPO which shall survive the Closing, the consummation of the transactions contemplated hereby and any termination of this Agreement, and each Investor shall be entitled to any and all remedies (whether pursuant to this Agreement, at law or otherwise) available to such Investor for any breach of representation or warranty. As used herein, a “Material Adverse Effect” means any event, circumstance, change, effectdevelopment, event, occurrence, state of facts, effect or development occurrence (collectively “Effect”) that, individually or in the aggregate with all other changes, effects, events, occurrences, states of facts or developmentsEffects, (Aa) is materially has or would reasonably be expected to have a material adverse to effect on the business, operations, results of operations, properties, assets, liabilities, or condition (financial or otherwise) ), assets, liabilities or operations of the Company and or (b) would prevent, materially delay or materially impede the performance by the Company of its subsidiaries, taken as a wholeobligations under this Agreement or the consummation of the Qualified IPO; provided, however, that none of the following will shall be deemed to constitute, alone or in combination, or be taken into account in determining the determination of whether there has been or would reasonably be expected to be will be, a Material Adverse Effect: (1i) any change or proposed change in or change in the market price interpretation of any law (including any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester, workplace safety or trading volume of similar law promulgated by any Governmental Entity in connection with or in response to the Company Common Stock after the date hereofCOVID-19 pandemic) or accounting principles; (2ii) any change generally relating to the economy events or securities markets of the United States or Canada or conditions generally affecting the industry industries or geographies in which the Company and its subsidiaries operate that does not have a materially disproportionate effect on the Company and its subsidiariesoperates; (3iii) any downturn in general economic conditions, including changes in the credit, debt, securities, financial or capital markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets); (iv) acts of war, sabotage, civil unrest, terrorism, epidemics, pandemics or disease outbreaks (including the COVID-19 pandemic), or any escalation or worsening of any such acts of war, sabotage, civil unrest, terrorism epidemics, pandemics or disease outbreaks, or changes in global, national, regional, state or local political or social conditions; (v) any hurricane, tornado, flood, earthquake, natural disaster, or other acts of God, terrorism ; or war (whether or not declared) that do not have a materially disproportionate effect on the Company and its subsidiaries; (4vi) any adverse change resulting from compliance with the terms offailure in and of itself to meet any projections, forecasts, guidance, estimates, milestones, budgets or the taking financial or operating predictions of revenue, earnings, cash flow or cash position, provided that this clause (vi) shall not prevent a determination that any action at the direction or Parent or required by, this Agreement, including the Effect underlying such failure to take any action as has resulted in a result of restrictions or other prohibitions set forth in Section 5.1 hereof; (5) any changes (after the date hereof) in GAAP or Applicable LawMaterial Adverse Effect, except in the cases of clauses (i) through (v), to the extent that any such change has a materially disproportionate effect on the Company and its subsidiaries is disproportionately affected thereby as compared to with other companies participants in the industry industries or geographies in which the Company and its subsidiaries operate; or (6) the announcement, pendency or consummation of the Merger (including any loss of or adverse change in the relationship of the Company and its subsidiaries with their respective employees, customers, partners or suppliers related thereto); or (B) would prevent the consummation of the Merger or any of the transactions contemplated herebyoperates.

Absence of Material Adverse Effect. (i) There shall not have been, since the date of this Agreement, any event, development, or condition (financial or otherwise) of any character that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (ii) For purposes of this Agreement, “Material Adverse Effect” means any change, effect, event, occurrence, state of facts, or development that, individually or in the aggregate with all other changes, effects, events, occurrences, states of facts or developments, (A) is materially adverse to the business, operations, results of operations, properties, assets, liabilities, or condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole; provided, however, that none of the following will be taken into account in determining whether there has been or would reasonably be expected to be a Material Adverse Effect: (1) any change in the market price or trading volume of the Company Common Stock after the date hereof; (2) any change generally relating to the economy or securities markets of the United States or Canada or generally affecting the industry in which the Company and its subsidiaries operate that does not have a materially disproportionate effect on the Company and its subsidiaries; (3) any acts of God, terrorism or war (whether or not declared) that do not have a materially disproportionate effect on the Company and its subsidiaries; (4) any adverse change resulting from compliance with the terms of, or the taking of any action at the direction or Parent or required by, this Agreement, including the failure to take any action as a result of restrictions or other prohibitions set forth in Section 5.1 hereof; (5) any changes (after the date hereof) in GAAP or Applicable Law, except to the extent that any such change has a materially disproportionate effect on the Company and its subsidiaries compared to other companies in the industry in which the Company and its subsidiaries operate; or operate;or (6) the announcement, pendency or consummation of the Merger (including any loss of or adverse change in the relationship of the Company and its subsidiaries with their respective employees, customers, partners or suppliers related thereto); or (B) would prevent the consummation of the Merger or any of the transactions contemplated hereby.

Absence of Material Adverse Effect. (i) There shall not have been, since Since the date of this Agreement, any no event, development, circumstance or condition (financial or otherwise) of any character that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (ii) For purposes of this Agreement, “Material Adverse Effect” means any change, effect, event, occurrence, state of facts, or development change shall have occurred that, individually or in the aggregate with all one or more other events, circumstances or changes, effectshas had or would be reasonably expected to have, a Material Adverse Effect. As used in this Agreement, a "Material Adverse Effect" means any fact, circumstance, event, occurrence, change or effect that is materially adverse to (x) the ability of the Seller Parties to timely perform their obligations under this Agreement or to consummate the Transactions, taken as a whole, or (y) the Purchased Entities, the Purchased Interests, the Properties, the Purchased Commercial Loans, the Commercial Loan Properties, taken as a whole, provided, however, that no facts, circumstances, events, occurrences, states of facts changes or developments, (A) is materially adverse to the business, operations, results of operations, properties, assets, liabilities, or condition (financial or otherwise) effects proximately caused by any of the Company following shall be deemed in itself to constitute, and its subsidiaries, taken as a whole; provided, however, that none of the following will shall be taken into account in determining whether there has been or would reasonably be expected to be will be, a Material Adverse Effect: (1i) any change in the market price negotiation, execution, announcement, performance, pendency or trading volume consummation of this Agreement or the Company Common Stock after the date hereofTransactions; (2) any change generally relating to the economy or securities markets of the United States or Canada or generally affecting the industry in which the Company and its subsidiaries operate that does not have a materially disproportionate effect on the Company and its subsidiaries; (3) any acts of God, terrorism or war (whether or not declared) that do not have a materially disproportionate effect on the Company and its subsidiaries; (4ii) any adverse change resulting that results from general legal, tax, regulatory, political or business conditions which affect the real estate industry in the geographic regions where the Properties or the Commercial Loan Properties are located (except to the extent such adverse fact, circumstance, event, occurrence, change or effect affects the Properties, the Commercial Loan Properties, the Purchased Interests or the Purchased Commercial Loans, taken as a whole, in a disproportionate manner as compared to other Persons in such industry); (iii) compliance with the terms of, or the taking of any action at the direction or Parent or required by, this Agreement, including the failure to take any action as a result of restrictions or other prohibitions set forth in Section 5.1 hereof; (5iv) changes in the United States of America, any changes country in which the Properties or Commercial Loan Properties are located or global economies (after the date hereof) in GAAP or Applicable Law, except to the extent that any such adverse fact, circumstance, event, occurrence, change has or effect affects the Purchased Entities, the Properties, the Commercial Loan Properties, the Purchased Interests or the Purchased Commercial Loans, taken as a materially whole, in a disproportionate effect on the Company and its subsidiaries manner as compared to other companies in the industry in which the Company and its subsidiaries operate; or (6) the announcement, pendency or consummation of the Merger (including any loss of or adverse change in the relationship of the Company and its subsidiaries with their respective employees, customers, partners or suppliers related theretosimilar assets); or (Bv) would prevent acts of God or other calamities, national or -- \\DC - 088650/000238 - 6521921 v16 international political or social conditions, including the consummation commencement, continuation or escalation of a war, armed hostilities or acts of terrorism directly or indirectly involving or affecting the Merger United States of America or any of other country in which the transactions contemplated herebyProperties or Purchased Commercial Properties are located.

Absence of Material Adverse Effect. (i) There shall not have been, since Since the date of this Agreement, any no event, development, circumstance or condition (financial or otherwise) of any character that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (ii) For purposes of this Agreement, “Material Adverse Effect” means any change, effect, event, occurrence, state of facts, or development change shall have occurred that, individually or in the aggregate with all one or more other events, circumstances or changes, effectshas had or would be reasonably expected to have, a Material Adverse Effect. As used in this Agreement, a “Material Adverse Effect” means any fact, circumstance, event, occurrence, change or effect that is materially adverse to (x) the ability of the Seller Parties to timely perform their obligations under this Agreement or to consummate the Transactions, taken as a whole, or (y) the Purchased Entities, the Purchased Interests, the Properties, the Purchased Commercial Loans, the Commercial Loan Properties, taken as a whole, provided, however, that no facts, circumstances, events, occurrences, states of facts changes or developments, (A) is materially adverse to the business, operations, results of operations, properties, assets, liabilities, or condition (financial or otherwise) effects proximately caused by any of the Company following shall be deemed in itself to constitute, and its subsidiaries, taken as a whole; provided, however, that none of the following will shall be taken into account in determining whether there has been or would reasonably be expected to be will be, a Material Adverse Effect: (1i) any change in the market price negotiation, execution, announcement, performance, pendency or trading volume consummation of this Agreement or the Company Common Stock after the date hereofTransactions; (2) any change generally relating to the economy or securities markets of the United States or Canada or generally affecting the industry in which the Company and its subsidiaries operate that does not have a materially disproportionate effect on the Company and its subsidiaries; (3) any acts of God, terrorism or war (whether or not declared) that do not have a materially disproportionate effect on the Company and its subsidiaries; (4ii) any adverse change resulting that results from general legal, tax, regulatory, political or business conditions which affect the real estate industry in the geographic regions where the Properties or the Commercial Loan Properties are located (except to the extent such adverse fact, circumstance, event, occurrence, change or effect affects the Properties, the Commercial Loan Properties, the Purchased Interests or the Purchased Commercial Loans, taken as a whole, in a disproportionate manner as compared to other Persons in such industry); (iii) compliance with the terms of, or the taking of any action at the direction or Parent or required by, this Agreement, including the failure to take any action as a result of restrictions or other prohibitions set forth in Section 5.1 hereof; (5iv) changes in the United States of America, any changes country in which the Properties or Commercial Loan Properties are located or global economies (after the date hereof) in GAAP or Applicable Law, except to the extent that any such adverse fact, circumstance, event, occurrence, change has or effect affects the Purchased Entities, the Properties, the Commercial Loan Properties, the Purchased Interests or the Purchased Commercial Loans, taken as a materially whole, in a disproportionate effect on the Company and its subsidiaries manner as compared to other companies in the industry in which the Company and its subsidiaries operate; or (6) the announcement, pendency or consummation of the Merger (including any loss of or adverse change in the relationship of the Company and its subsidiaries with their respective employees, customers, partners or suppliers related theretosimilar assets); or (Bv) would prevent acts of God or other calamities, national or international political or social conditions, including the consummation commencement, continuation or escalation of a war, armed hostilities or acts of terrorism directly or indirectly involving or affecting the Merger United States of America or any of other country in which the transactions contemplated herebyProperties or Purchased Commercial Properties are located.

Absence of Material Adverse Effect. (i) There shall will not have been, since the date of this Agreement, any change, effect, event, occurrence, state of facts, development, or condition (financial or otherwise) of any character that has had or would could reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect. (ii) For purposes of this Agreement, “Material Adverse Effect” means any change, effect, event, occurrence, state of facts, development, or development condition that, individually or in the aggregate with all other changes, effects, events, occurrences, states of facts or facts, developments, or conditions (A) is materially adverse to the business, operations, results of operations, properties, assets, liabilities, or condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole; provided, however, that none of the following will be taken into account in determining whether there has been or would could reasonably be expected to be a Material Adverse Effect: (1) any change in the market price or trading volume of the Company Common Stock after the date hereof; (2) any change generally relating to the economy or securities securities, financial or capital markets of the United States or Canada or generally affecting the industry industries in which the Company and its subsidiaries operate operate, or changes in political conditions, that does not have a materially disproportionate effect on the Company and its subsidiariessubsidiaries relative to other affected persons in the industries in which the Company and its subsidiaries operate; (32) any acts of God, terrorism or war (whether or not declared) ), the outbreak of hostilities, or natural disasters, that do not have a materially disproportionate effect on the Company and its subsidiariessubsidiaries relative to other affected persons in the industries in which the Company and its subsidiaries operate; (43) any adverse change resulting from compliance with the terms of, or the taking of any action at the direction or Parent or required by, this Agreement, including ; (4) changes in the failure to take any action as a result of restrictions law or other prohibitions set forth in Section 5.1 hereofaccounting regulations or principles or interpretations thereof; (5) any changes change in the Company’s stock price or trading volume, or any failure, in and of itself, by the Company to meet any internal or published (after by the date hereofCompany or otherwise) in GAAP projections, forecasts or Applicable Law, except revenue or earnings predictions (it being understood that the facts or occurrences giving rise or contributing to the extent that any such change in stock price or trading volume or such failure to meet projections, forecasts or predictions may be deemed to constitute, or be taken into account in determining whether there has been or will be, a materially disproportionate effect on the Company and its subsidiaries compared to other companies in the industry in which the Company and its subsidiaries operateMaterial Adverse Effect); or (6) the announcementchanges as a result of any action consented to in writing by Parent, pendency or consummation of the Merger (including any loss of or adverse change in the relationship of the Company and its subsidiaries with their respective employees, customers, partners or suppliers related thereto); or (B) would prevent materially impair the consummation of the Merger or any of the other transactions contemplated herebyby this Agreement.