Common use of Closing Date Material Adverse Effect Clause in Contracts

Closing Date Material Adverse Effect. Except as set forth on Section 3.1(q) of the Company Disclosure Schedule (as defined in the Acquisition Agreement) (it being understood that the information disclosed in one subsection of the Company Disclosure Schedule shall be deemed to be included in each other subsection of the Company Disclosure Schedule with respect to which the relevance of such information thereto would be reasonably apparent) or as disclosed in the Company SEC Documents (as defined in the Acquisition Agreement) filed by the Target with, or furnished by the Target to, the Securities and Exchange Commission since March, 16, 2009 and at least two Business Days (as defined in the Acquisition Agreement) prior to May 4, 2011, and publicly available as of May 4, 2011 (excluding any cautionary, predictive or forward-looking statements set forth in any section of such Company SEC Documents, including any statements in any section captioned “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements”), and subject to the limitation set forth in subsection (x) of Section 3.1 of the Acquisition Agreement, since January 1, 2011 there shall not have been any change, circumstance or event which, individually or in the aggregate, has had, or would reasonably be expected to have, a Closing Date Material Adverse Effect on the Target, regardless of whether such change, event, occurrence, state of fact or development arose out of facts or circumstances known by any of the parties to the Acquisition Agreement. Since May 4, 2011, there shall not have been an effect, change, event or occurrence that has had or would reasonably be expected to have a Closing Date Material Adverse Effect on the Target.

Closing Date Material Adverse Effect. (i) (A) Except (x) as set forth on Section 3.1(q) of disclosed in the Company Parent Disclosure Schedule (as defined in the Acquisition Merger Agreement) (it being understood agreed that the disclosure of any information disclosed in one a particular section or subsection of the Company Parent Disclosure Schedule shall be deemed disclosure with respect to be included in each any other section or subsection of the Company Disclosure Schedule with respect Merger Agreement to which the relevance of such information thereto would be is reasonably apparent) or (y) as disclosed in the Company any Parent SEC Documents Report (as defined in Section 4.2(c) of the Acquisition Merger Agreement) filed by the Target with, with or furnished by to the Target to, the Securities and Exchange Commission since March, 16, 2009 and at least two Business Days SEC (as defined in below) by INC Holdings between January 1, 2015 and the Acquisition Agreement) prior to May 4, 2011, and publicly available as date of May 4, 2011 the Merger Agreement (excluding any cautionary, predictive or forward-looking statements set forth other than disclosures in any section of such Company SEC Documents, including any statements in any section captioned “Risk Factors” and section or “Cautionary Note Regarding Forwardforward looking statements” disclaimer to the extent they are cautionary, forward-Looking Statements”looking or predictive in nature set forth therein), and subject to since December 31, 2016 through the limitation set forth in subsection (x) of Section 3.1 date of the Acquisition Merger Agreement, since January 1, 2011 there shall has not have been any change, circumstance occurrence, state of fact, event or development or prospective change, event whichor development that, individually or in the aggregate, has had, or would reasonably be expected to have, a Closing Date Material Adverse Effect on the Target, regardless of whether such change, event, occurrence, state of fact or development arose out of facts or circumstances known by any of the parties to the Acquisition Agreement. Since May 4, 2011, there shall not have been an effect, change, event or occurrence that has had or would reasonably be expected to have a Closing Date Material Adverse Effect with respect to INC Holdings and (B) since the Execution Date (as defined in the Merger Agreement), there shall not have occurred and be continuing any change, event, circumstances or development that has had, or would, individually or in the aggregate, reasonably be expected to have, a Closing Date Material Adverse Effect on the Target.INC Holdings; and