Material Adverse Impact Clause Samples

Material Adverse Impact. The investments to be made by the Parties in the Company and the existence of the Joint Venture itself are based on the assumption that the JV Plant will not cause a Material Adverse Impact on Usina São Martinho or on the Company itself. In case the Parties mutually agree (or a reputable independent consultant determines on reasonable grounds) that the construction or the operation of the JV Plant will cause or has caused, as the case may be, a Material Adverse Impact on Usina São Martinho or on the Company, the Joint Venture shall be terminated, in which case (1) if USM has not funded the CAPEX needs related to Phase 1: (i) USM shall be released from its obligation to fund such CAPEX; (ii) Amyris Brasil shall buy USM’s equity for its corresponding acquisition cost; and (iii) Amyris Brasil shall transfer the assets and the Company’s headquarter to other location within one hundred and eighty (180) days of the event (in case there is no asset to be transferred, the Company’s headquarters shall be transferred by Amyris Brasil to other location within thirty (30) days from the event); and (2) if USM has funded the CAPEX needs related to Phase 1: (i) Amyris Brasil shall buy all Company’s assets for the corresponding Fair Market Value and shall transfer them to other location within one hundred and eighty (180) days of the event; and (ii) the Company shall be liquidated by its shareholders.

Material Adverse Impact. Nothing in this Agreement will prevent MVNE SP from upgrading or changing its operational systems during the Term, provided that if such changes would have a reasonably foreseeable material adverse impact on DISH or the Customer Offerings enabled by the Services, MVNE SP provides DISH not less than thirty (30) days in advance of such changes, and the Parties shall meet and confer to determine how to implement such upgrades or modifications in a manner that causes minimum disruption to DISH and the Customer Offerings enabled by the Services. Except with respect to a Critical Change (as defined below) or changes permitted in accordance with Section 11.3 (IP Claims), MVNE SP may not implement any such changes that will have a material adverse effect on the Services without DISH’s approval. Fees for any Services materially adversely impacted by any such changes will be adjusted to account for the impact of such changes, in an amount mutually agreed between the Parties.

Material Adverse Impact. 19.1 Should there occur any event or circumstance which is not the result of any act or omission of INYX and which INYX reasonably believes has a material adverse affect on its ability to Manufacture or on its business generally, then the parties shall, at INYX’s request, meet to discuss in good faith the possible consequences of any such event or circumstance and its implications for INYX and its business. Should the parties not reach agreement reasonably acceptable to INYX regarding their ongoing relationship in light of the said event or circumstance, then either party may, by three (3) months’ notice to the other party, terminate this Agreement.

Material Adverse Impact on Commercial Potential of Original Product. An Approval Requirement pursuant to Section 3.3.3.2.1 shall only be deemed to have a material adverse impact (the “Material Adverse Impact”) on the commercial potential of the Original Product in the Territory, [***]