Material Adverse Effect Update Matters Sample Clauses

Material Adverse Effect Update Matters. If the facts, matters, conditions, events, or circumstances described in an Update (the “Disclosure Items”) are not Permitted Update Matters and have, or would be reasonably expected to have, a Seller Material Adverse Effect, and therefore would permit Purchaser to terminate this Agreement pursuant to Section 7.1.3 (Seller Material Breach; Seller Material Adverse Effect Update), then either Seller or Purchaser may elect to terminate this Agreement, in which case Seller shall be liable for the Seller Default Termination Payment pursuant to Section 7.2.3(a). If neither Seller nor Purchaser elects to terminate this Agreement pursuant to this Section 5.8.1, then Seller shall be permitted to update the applicable Schedule(s) to properly reflect the Disclosure Items disclosed to Purchaser in such Update, and the applicable representations and warranties of Seller set forth in this Agreement subject to the Update made following the Update shall be subject to the Schedule(s) attached hereto, as modified or amended by the Disclosure Items in such Update, for purposes of satisfying the conditions set forth in Section 6.1.1 or Section 6.4.1, as applicable, and notwithstanding anything to the contrary in this Agreement (including Section 8.1) the Disclosure Items disclosed in the Update may not be the basis for any indemnification by Seller pursuant to Section 8.1.1.‌
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Related to Material Adverse Effect Update Matters

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

  • Material Adverse Change A Material Adverse Change occurs;

  • 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.

  • Resolution of Adverse Effects If FEMA determines that an Undertaking may adversely affect a historic property, it shall resolve the effects of the Undertaking in consultation with the SHPO, Grantee(s), subgrantee, participating Tribes the ACHP, if participating, and other consulting parties, by one of the following methods depending upon the severity of the adverse effect(s) as well as determination of the historic property’s significance on a local, state or national level. When FEMA determines an Undertaking will adversely affect an NHL, FEMA shall notify and invite the Secretary and ACHP to participate in consultation in accordance with 36 CFR § 800.10. When the ACHP participates in consultation related to an NHL, the ACHP shall report the outcome of the consultation to the Secretary and the FEMA Administrator.

  • No Adverse Change Any adverse change in the financial condition, assets, liabilities, business, prospects or operations of Company;

  • Adverse Weather Shall be only weather that satisfies all of the following conditions: (1) unusually severe precipitation, sleet, snow, hail, or extreme temperature or air conditions in excess of the norm for the location and time of year it occurred based on the closest weather station data averaged over the past five years, (2) that is unanticipated and would cause unsafe work conditions and/or is unsuitable for scheduled work that should not be performed during inclement weather (i.e., exterior finishes), and (3) at the Project.

  • Material An itemized list of all materials purchased and installed at the crossing location. If materials purchased are installed at multiple crossing locations, a notation must be made to identify the crossing location.

  • Effect on Agreement Other than as specifically amended herein, the Agreement shall remain in full force and effect.

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