Material Adverse Affect Sample Clauses

Material Adverse Affect. GLOSSARY OF DEFINED TERMS(NOT PART OF THIS AGREEMENT)
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Material Adverse Affect. Article III
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Material Adverse Affect. There shall not have occurred any event or development that, in the sole and absolute judgment of Hub Holdings, would materially and adversely affect the value of the transactions contemplated hereby to Hub Holdings or its sole shareholder.
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Material Adverse Affect. Since June 1, 2000, there shall have been no event or development or series of events or developments which individually or in the aggregate could be expected reasonably by Purchaser to have a material adverse affect on the value or utility of the Copytron Assets for Purchaser's purposes.
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Material Adverse Affect. Since June 1, 2000, there shall have been no event or development or series of events or developments which individually or in the aggregate could be expected reasonably by Seller to have a material adverse affect on the Purchaser's ability to consummate the transactions contemplated by this Agreement or to fulfill its obligations hereunder.
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Material Adverse Affect. Notwithstanding the other provisions of Article VII, the Buyer shall be required to consummate the transactions contemplated by this Agreement even if a condition to the Closing (other than the condition set forth in Section 7.01(a)) has not been fully satisfied, unless the failure of such condition is or is reasonably likely to be materially adverse to the Assets, business, properties, results of operations, prospects or condition (financial or otherwise) of the Division, taken as a whole, but excluding any material adverse change that is demonstrated to be primarily caused by the announcement or pendency of the transactions contemplated by this Agreement. The consummation of the transactions contemplated by this Agreement despite Seller's failure to satisfy one or more conditions set forth in Section 7.01 or 7.02 shall not be construed as a waiver of Buyer's rights against Seller for the breach by Seller of any of its representations, warranties, covenants or agreements set forth in this Agreement and Buyer shall retain all such rights from and after the Closing.
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Material Adverse Affect. No fact, event or circumstance shall have occurred which has had or could reasonably be expected to have a Material Adverse Affect.
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Related to Material Adverse Affect

  • Material Adverse Effect The occurrence of any event or condition that has had, or could reasonably be expected to have, a Material Adverse Effect.

  • Material Adverse Change A Material Adverse Change occurs;

  • Material Adverse Changes Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the judgment of the Agent there shall not have occurred any Material Adverse Change; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.

  • Company Material Adverse Effect Since the date of this Agreement, there shall not have been any Company Material Adverse Effect or any event, change, or effect that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

  • No Company Material Adverse Effect Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect.

  • No Material Adverse Effect Since the date of this Agreement, there shall not have occurred any Material Adverse Effect.

  • Parent Material Adverse Effect Since the date of this Agreement, there shall not have been any Parent Material Adverse Effect or any event, change, or effect that would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

  • No Material Adverse Change No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

  • No Parent Material Adverse Effect Since the date of this Agreement, there shall not have occurred any Parent Material Adverse Effect.

  • Notice of Material Adverse Effect The Company shall notify the Buyer (and any subsequent holder of the Debentures), as soon as practicable and in no event later than three (3) business days of the Company’s knowledge of any Material Adverse Effect on the Company. For purposes of the foregoing, “knowledge” means the earlier of the Company’s actual knowledge or the Company’s constructive knowledge upon due inquiry.

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