No Material Adverse Impact Sample Clauses

No Material Adverse Impact. There is no event or circumstance, either individually or in the aggregate, since April 15, 2019, that has had or could reasonably be expected to have a material adverse impact on (i) the ability of the Issuer to perform its obligations under this Agreement, (ii) the validity or enforceability of this Agreement or (iii) the rights and remedies of the Holders under this Agreement.
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No Material Adverse Impact. 49 (7) Impact on PSD Permit............................................. 49 (8) Changed Circumstances............................................ 49 X. XXXXX Right to Require Independent Engineering Assessment............................................................ 50 (1) Implementation of Independent Engineering Assessment....................................................... 50 (2) Qualified Independent Engineers List............................. 51 IV. ARTICLE IV - SUSPENSION OR REDUCTION OF DELIVERIES.............................. 51 4.1
Sample 1
No Material Adverse Impact. Notwithstanding anything in this Section 3.3C to the contrary, HELCO's right to defer the Phase 1 In-Service Date or the Phase 2 In-Service Date shall be limited to that extent that SELLER reasonably demonstrates that such deferral would have a material adverse effect on SELLER's ability to develop and finance the Facility on such deferred basis, including without limitation, SELLER's ability to obtain or maintain any permit, to meet a Milestone Date or In-Service Date in the future (as re-set in accordance with this Section for such deferral) or to utilize special purpose revenue bonds (if any) which are designated, authorized, or allocated to SELLER for use in connection with the financing of Facility. In the event SELLER reasonably demonstrates that HELCO's deferral request under this Section would cause such material adverse effect, SELLER shall use reasonable good faith efforts to mitigate or eliminate the cause of the material adverse effect, which may include re-applying for or obtaining modifications to permits or financing arrangements; provided that (i) HELCO shall reimburse SELLER for its costs in -------- ---- connection with such efforts, (ii) HELCO shall cooperate and assist SELLER with such efforts to the extent requested by SELLER, and (iii) SELLER shall not be required to re-apply for or seek modification of any permit or financing if SELLER reasonably demonstrates that such process would subject the Facility to material delays, interference or increased costs not borne by HELCO.
Sample 1
No Material Adverse Impact. Neither the execution, delivery nor performance of this Agreement, nor the consummation of the transactions contemplated hereby, including the sale of the Borrower’s “StrongBox” product line, will have a material adverse impact on the Borrower or any of its Subsidiaries as a whole or on the Borrower’s or any of its Subsidiaries’ current or anticipated operations.
Sample 1
No Material Adverse Impact. Any change in the relationship with the BSC Group will not have a material adverse impact on the business of the Group. The Group is capable of carrying on its business independently of the BSC Group as it has independent management team led by Ms. XX Xxxx, independent administrative and operational organizational structure, and independent financial and accounting systems. As a leading medical device company in the PRC, the Company, with a strong in-house R&D team and sales and marketing team in the PRC, is able to further expand its product offering and maintain and develop its business relationship with other customers/suppliers other than the BSC Group. As advised by Frost & Xxxxxxxx, it is not uncommon for biotech companies to grant exclusive rights to a distributor in particular territory(ies). The BSC Group’s exclusive distribution rights in respect of an Acotec Selected Product shall be terminated automatically with immediate effect if the BSC Group fails to meet the minimum purchase value for such Acotec Selected Product as set forth in the applicable Collaboration Definitive Agreement. The minimum purchase value for the Acotec Selected Products in the Collaboration Definitive Agreements will be mutually agreed by both Parties. Pursuant to the Master Collaboration Agreement, during the term of the Master Collaboration Agreement, any Party may terminate the Master Collaboration Agreement by giving the other Party not less than six months’ notice in writing. The Directors consider that the transactions contemplated under the Framework Agreements were entered into in the ordinary and usual course of business of the Group and on normal commercial terms after arm’s length negotiations between the Parties, and the terms of the Framework Agreements were fair and reasonable and in the interests of the Company and the Shareholders as a whole.
Sample 1
No Material Adverse Impact. Cardiome shall not carry out any activity in the implementation of this Agreement in its Territory that has or is reasonably likely to have any material adverse impact on the Product outside the Territory, meaning a materially negative impact on the development, regulatory status, manufacturing or commercialization of the Product (a “Material Adverse Impact”), without Basilea’s prior consent (such consent not to be unreasonably withheld or delayed). The following shall not trigger this Section 2.7: [redacted](
Sample 1

Related to No Material Adverse Impact

  • No Material Adverse Effect Since the date of this Agreement, there shall not have occurred any Material Adverse Effect.

  • No Material Adverse Event Since the respective dates as of which information is disclosed in the Registration Statement, the Prospectus and the Incorporated Documents, except as otherwise stated therein, there shall not have been (i) any change or decrease in previously reported results specified in the letter or letters referred to in paragraph (d) of this Section 6 or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Registration Statement, the Prospectus and the Incorporated Documents (exclusive of any amendment or supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Manager, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof), the Incorporated Documents and the Prospectus (exclusive of any amendment or supplement thereto).

  • 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.

  • No Material Adverse Changes There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror and its subsidiaries, taken as a whole.

  • No Material Adverse Breaches, etc Except as set forth in the SEC Documents, neither the Company nor any of its subsidiaries is subject to any charter, corporate or other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company's officers has or is expected in the future to have a Material Adverse Effect on the business, properties, operations, financial condition, results of operations or prospects of the Company or its subsidiaries. Except as set forth in the SEC Documents, neither the Company nor any of its subsidiaries is in breach of any contract or agreement which breach, in the judgment of the Company's officers, has or is expected to have a Material Adverse Effect on the business, properties, operations, financial condition, results of operations or prospects of the Company or its subsidiaries.

  • No Material Adverse Change in Business Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

  • No Company Material Adverse Effect Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect.

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

  • Financial Condition; No Material Adverse Effect (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries as of the respective dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries as of the dates thereof and their results of operations for the periods covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower has heretofore furnished to the Joint Lead Arrangers the consolidated pro forma balance sheet of the Borrower and its Subsidiaries as of March 31, 2015, and the related consolidated pro forma statement of operations of the Borrower as of and for the twelve-month period then ended (such pro forma balance sheet and statement of operations, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower and its Subsidiaries as of March 31, 2015, and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). (d) Since the Closing Date, there has been no Material Adverse Effect.

  • Company Material Adverse Effect Since the date of this Agreement, there shall not have been any Company Material Adverse Effect or any event, change, or effect that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

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