Common use of Long-Term Liabilities Clause in Contracts

Long-Term Liabilities. “Long-Term Liabilities” shall mean liabilities that are due to be paid in more than one year. Material Adverse Effect. A violation or other matter will be deemed to have a “Material Adverse Effect” on the Person if such violation or other matter (considered together with all other matters that would constitute exceptions to the representations and warranties set forth in the Agreement but for the presence of “Material Adverse Effect” or other materiality qualifications, or any similar qualifications, in such representations and warranties) would have a material adverse effect on the Person’s business, condition, assets, intellectual property, liabilities, operations or financial performance; provided, however, that none of the following (individually or in combination) shall be deemed to constitute, or shall be taken into account in determining whether there has been or would be, a Material Adverse Effect: (i) any change, event, violation, inaccuracy, circumstance or effect (each, an “Effect”) resulting from general business or economic conditions in the United States to the extent such Effect does not disproportionately affect such entity; (ii) any Effect resulting from conditions generally affecting the industry in which such party operates to the extent such Effect does not disproportionately affect such entity; (iii) any Effect to the extent resulting from the announcement or pendency of the Merger; and (iv) any Effect resulting from the circumstances described in Section 2.9(a) of the Company Disclosure Schedule.