Material Adverse Occurrence Clause Samples
A Material Adverse Occurrence clause defines events or changes that significantly and negatively impact the value, operations, or financial condition of a party involved in an agreement. Typically, this clause outlines specific circumstances—such as major legal actions, regulatory changes, or substantial financial losses—that, if they occur, may allow the other party to reconsider or terminate the contract. Its core practical function is to allocate risk by protecting parties from proceeding with a transaction if unforeseen, detrimental events arise before closing.
Material Adverse Occurrence. Since December 31, 2012, there has been no Material Adverse Occurrence.
Material Adverse Occurrence. No Material Adverse Occurrence shall have occurred and be continuing.
Material Adverse Occurrence. Any occurrence of any nature whatsoever (including, without limitation, any adverse determination in any litigation, arbitration or governmental investigation or proceeding), which, in the reasonable determination of Member, materially adversely effects the then present financial condition of Holdings or Frontier or the prospective financial condition of Holdings or Frontier, or materially impairs the ability of Holdings or Frontier to perform its obligations under the Agreement.
Material Adverse Occurrence. Any occurrence of any nature whatsoever (including, without limitation, any adverse determination in any litigation, arbitration or governmental investigation or proceeding), which, in the reasonable determination of Member, materially adversely effects the then present financial condition of Carrier or the prospective financial condition of Carrier, or materially impairs the ability of Carrier to perform its obligations under the Agreement.
Material Adverse Occurrence. There occurs any Material Adverse Occurrence.
Material Adverse Occurrence. The Borrower promptly will notify the Lender in writing as to any development in the business or affairs of the Borrower that reasonably could be expected to have a Material Adverse Effect.
Material Adverse Occurrence. There occurs any Material Adverse Occurrence. Each Loan Party acknowledges and agrees that any Event of Default is conclusively deemed to impair the security of the Loan Documents, and that Bank shall be entitled to exercise any appropriate remedy, including without limitation, foreclosure of any Deed of Trust or Security Agreement upon the occurrence of any such Event of Default.
Material Adverse Occurrence. There shall not occurred any event or condition of any character that might, in the reasonable opinion of Scenic, materially and adversely affect the business, properties, prospects or financial condition of Pacel, as such business is presently conducted and as is proposed to be conducted.
5. Conditions for Pacel’s Obligations at Closing
Material Adverse Occurrence. There shall not have occurred any event or condition of any character that might, in the reasonable opinion of the Investors, result in a Material Adverse Effect.
Material Adverse Occurrence. There shall not occurred any event or condition of any character that might, in the reasonable opinion of Investor, materially and adversely affect the business, properties, prospects or financial condition of the Company, as such business is presently conducted and as is proposed to be conducted.
5. Conditions for the Company's Obligations at Closing The obligations of the Company to Investor under this Agreement are subject to the fulfillment at or before Closing of each of the following conditions: