No Material Adverse Affect Clause Samples
The "No Material Adverse Affect" clause serves to protect parties in a contract by ensuring that no significant negative changes have occurred to the subject of the agreement, such as a company's financial condition or business operations, between signing and closing. In practice, this clause allows a party—often the buyer in a transaction—to withdraw from or renegotiate the deal if a substantial adverse event occurs, like a major lawsuit or a drastic drop in revenue. Its core function is to allocate risk by providing a safeguard against unforeseen, detrimental developments that could undermine the value or purpose of the agreement.
No Material Adverse Affect. No Proceedings Since the date of this Agreement, there shall not have been any event or occurrence that would have a Material Adverse Effect. Since the date of this Agreement, there shall not have been commenced or threatened against Buyer, or against any Related Person of Buyer, any Proceeding (a) involving any challenge to, or seeking Damages or other relief in connection with, any of the Contemplated Transactions or (b) that may have the effect of preventing, delaying, making illegal, imposing limitations or conditions on or otherwise interfering with any of the Contemplated Transactions.
No Material Adverse Affect. Since the date hereof and until the Closing, (i) the business of the Buyer shall have been conducted in the ordinary course so as to maintain the business as a going concern; and (ii) the Buyer shall not have suffered any Material Adverse Effect.
No Material Adverse Affect. No event shall have occurred which has or would reasonably likely to have a Material Adverse Affect upon an LLC or any change, circumstance or effect shall have occurred which has or would reasonably likely have a Material Adverse Affect on the business of a Purchaser or its Affiliates.
No Material Adverse Affect. Between the date hereof and the -------------------------- Closing Date there shall not have occurred any event, and no condition shall have arisen which has had or could reasonably be expected to have a material adverse effect on POC's ability to perform under the terms of this Agreement.
No Material Adverse Affect. Since December 31, 2005, JJI and its Subsidiaries shall not have suffered any Material Adverse Effect.
No Material Adverse Affect. Since the date of Buyer's most recent -------------------------- SEC Filing, there has not been, and Buyer is not aware of, any development that would require an amendment to any SEC Filing or have a Material Adverse Affect on Buyer. There is no pending or, to the best knowledge of Buyer, threatened action, suit, proceeding or investigation before any court, governmental agency or body, or arbitrator having jurisdiction over Buyer or any of its affiliates that would have a Material Adverse Affect on Buyer.