Specified Material Adverse Effect Sample Clauses

Specified Material Adverse Effect. Notwithstanding the foregoing (but subject to the last sentence of Section 5.03(b)), as used in this Section 5.03, “reasonable best efforts” shall not include nor require any party to (A) sell, or agree to sell, hold or agree to hold separate, or otherwise dispose, or agree to dispose of, any asset, in each case other than any hotel casino property outside the State of Nevada owned by Aztar that represents less than 20% of Aztar’s revenue for the year ending December 31, 2005 (the “Specified Assets”)or (B) conduct or agree to conduct its business in any particular manner, if such conduct has had or would, individually or in the aggregate, reasonably be expected to (i) have a material adverse effect on Pinnacle (after giving effect to the consummation of the Merger and reflecting the business, assets, results of operations and financial condition of Aztar and its subsidiaries) (clauses (A) or (B), a “Specified Material Adverse Effect”) or (ii) result in either Pinnacle or Aztar or their respective subsidiaries failing to meet the standards for licensing, suitability or character under any Gaming Laws relating to the conduct of Pinnacle’s or Aztar’s business which (after taking into account the anticipated impact of such failure to so meet such standards on other authorities) would reasonably be expected to have a Specified Material Adverse Effect. None of Aztar or any of its subsidiaries may take or agree to take any action, or consent to or agree to consent to any such restriction without the consent of Pinnacle. For purposes of clarification, Pinnacle agrees that if necessary in order to obtain the Required Governmental Consents (as defined in Section 6.01(c)), Pinnacle will (A) sell, or agree to sell, hold or agree to hold separate, or otherwise dispose, or agree to dispose of, the Specified Assets or (B) conduct or agree to conduct its business in a particular manner unless such conduct has had or would reasonably be expected to result in a Specified Material Adverse Effect.
Sample 1Sample 2See All (6)
AutoNDA by SimpleDocs
Specified Material Adverse Effect. Notwithstanding the foregoing, as used in this Section 6.5, “reasonable best efforts” shall not include nor require any party to (A) sell, or agree to sell, hold or agree to hold separate, or otherwise dispose or agree to dispose of any asset, in each case if such sale, separation or disposition or agreement with respect thereto (i) would, individually or in the aggregate, reasonably be expected to have a material adverse effect on either Company and its subsidiaries taken as a whole or on TWTC and its subsidiaries taken as a whole, or (B) conduct or agree to conduct its business in any particular manner if such conduct or agreement with respect thereto would, individually or in the aggregate, reasonably be expected to have any of the effects set forth in Clause A (the effects in Clause (A) or (B), a “Specified Material Adverse Effect”). None of Company or any of its subsidiaries may take or agree to take any action, or consent to or agree to consent to, any such restriction, if it would, individually or in the aggregate, reasonably be expected to have a Specified Material Adverse Effect without the prior written consent of TWTC.
Sample 1

Related to Specified Material Adverse Effect

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

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

  • Material Adverse Effects Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the judgment of the Agent there shall not have occurred any Material Adverse Effect; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.

  • Notice of Material Adverse Effect The Company shall notify the Buyer (and any subsequent holder of the Debentures), as soon as practicable and in no event later than three (3) business days of the Company’s knowledge of any Material Adverse Effect on the Company. For purposes of the foregoing, “knowledge” means the earlier of the Company’s actual knowledge or the Company’s constructive knowledge upon due inquiry.

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

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

  • Closing Date Material Adverse Effect No Closing Date Material Adverse Effect shall have occurred since July 29, 2019.

  • 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 the financial condition of the Borrower and its subsidiaries as of the date 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.

  • No Material Adverse Effects At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any Material Adverse Effect.

Time is Money Join Law Insider Premium to draft better contracts faster.