No Adverse Event. The Business and the properties of Seller shall not be adversely affected or threatened by any loss or damage to the Transferred Technology (including the Equipment), whether or not covered by insurance and no Material Adverse Change shall have occurred.
No Adverse Event. Except as disclosed in writing to Purchaser, there is no fact known to Client which materially adversely affects the business, operations, affairs or condition of Client or any of its properties.
No Adverse Event. The Assets shall not have been substantially damaged or otherwise adversely affected in any material respect by any casualty, act of God or any judicial, administrative or governmental proceeding. Xxxx assumes all risk of loss due to fire or other casualty up to the time of Closing. In the event any such loss occurs prior to the Closing Date, or in the event the business of Xxxx is closed or interrupted by reason of any event not in the ordinary course of business, PrimeSource shall have the right to terminate this Agreement by written notice to Xxxx received prior to the Closing Date, and upon such termination there shall be no further liability on the part of Xxxx or PrimeSource hereunder.
No Adverse Event. Since March 31, 1997, there has been no change or ----------------- changes, which, individually or in the aggregate, has or have materially and adversely affected the business of South Branch.
No Adverse Event. On or after the date hereof there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or on the NASDAQ; (ii) a suspension or material limitation in trading in the Company’s securities on the NASDAQ; (iii) a general moratorium on commercial banking activities declared by either federal or New York authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, including, without limitation, as a result of terrorist activities occurring after the date hereof, if the effect of any such event specified in clause (iv) or (v), in the reasonable judgment of the Underwriters makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being delivered at the Closing Time on the terms and in the manner contemplated in the Prospectus.
No Adverse Event. Neither the Company nor its Subsidiaries shall be affected or threatened to be affected by any loss or damage to any of their respective assets, whether or not covered by insurance, except to the extent that the same would not have a Material Adverse Effect.
No Adverse Event. The Business and the Assets shall not be ---------------- adversely affected or threatened to be affected in any way as a result of fire, explosion, hurricane, earthquake, disaster, accident or other casualty, shortage of any material supplies, changes in technology, strike or labor disturbance, obsolescence of product or service, any action or threatened action by the United States or any other governmental authority, flood, drought, embargo, riot, civil disturbance, uprising, activity of armed forces, act of God or public enemy.
No Adverse Event. No claim is pending or, to the best of your knowledge, threatened against you, which either in one instance or in the aggregate if determined adversely to you would materially and adversely affect your ability to perform your obligations under this Agreement.
No Adverse Event. None of the following (other than as a result of an event set forth in SECTION 1.1(b)(i) or (ii) hereof) shall have occurred and be continuing: (A) any two C-8 Vessels or any one C-9 Vessel shall become an actual, constructive or agreed or compromised total loss, or the use thereof shall have been requisitioned, seized or otherwise taken by any governmental authority (any such event referred to herein as a "Total Loss"); or (B) any remaining Vessel, in the event there has been a Total Loss of a C-8 Vessel, or any two C-8 Vessels or any one C-9 Vessel, if there has been no such Total Loss, shall have suffered any material casualty or breakdown, or shall not be capable of operating in a manner consistent with recent operating history, in each case which condition cannot be repaired by APL prior to March 31, 1996; or (C) since the date of this Agreement, the enactment of any law, promulgation of any regulation or rule, or the written determination or finding of any governmental entity having jurisdiction, or, in the case of the United States Coast Guard, a failure to document the Vessels in Xxxxxx'x name for operation in the United States coastwise and foreign trades other than by reason of Matson failing to be a citizen of the United States within the meaning of applicable law and regulation for purposes of such documentation ("Governmental Action") (in the case of the United States Coast Guard and United States Customs, such Governmental Actions to be limited to those that relate to actions by such entities taken between 1981 and 1985 relating to the three C-8 class Vessels, and to such documentation) which prevents or materially and substantially impairs the realization by Matson of any of the material benefits intended to be conferred on Matson by this Agreement and the Related Agreements; or (D) any material strike, lockout or other labor disturbance which prevents or materially and substantially impairs the realization by Matson of any of the material benefits intended to be conferred on Matson by this Agreement or the Related Agreements; or (E) by reason of an Excepted Cause (as defined in Section 4.1(d) of the Alliance Agreement), all of the Alliance Vessels shall be prevented from calling at (1) all ports in Hawaii which are capable of serving the Alliance Vessels, or (2) all ports in Guam which are capable of serving the Alliance Vessels, or (3) all ports in California which are capable of serving the Alliance Vessels.
No Adverse Event. None of the following (other than as a result of an event set forth in SECTIONS 1.1(c)(i) or (ii) hereof) shall have occurred and be continuing: (A) any two C-8 Vessels or any one C-9 Vessel shall become a Total Loss; or (B) any remaining Vessel, in the event there has been a Total Loss of a C-8 Vessel, or any two C-8 Vessels or any one C-9 Vessel, if there has been no such Total Loss, shall have suffered any material casualty or breakdown, or shall not be capable of operating in a manner consistent with recent operating history, in each case which condition cannot be repaired by APL prior to March 31, 1996; or (C) since the date of this Agreement, there shall have been a Governmental Action which prevents or materially and substantially impairs the realization by APL of any of the material benefits intended to be conferred on APL by this Agreement and the Related Agreements; or (D) any material strike, lockout or other labor disturbance which prevents or materially and substantially impairs the realization by APL of any of the material benefits intended to be conferred on APL by this Agreement or the Related Agreements; or (E) by reason of an Excepted Cause (as defined in Section 4.1(d) of the Alliance Agreement), all of the Alliance Vessels shall be prevented from calling at (1) all ports in Korea which are capable of serving the Alliance Vessels, or (2) all ports in Japan which are capable of serving the Alliance Vessels, or (3) all the ports in California which are capable of serving the Alliance Vessels.
