Xxxxxx Material Adverse Effect Sample Clauses

Xxxxxx Material Adverse Effect. As used in this Agreement, ------------------------------ "Xxxxxx Material Adverse Effect" shall mean, with respect to Xxxxxx, any change or effect that (x) is, or is reasonably likely to be, materially adverse to the business, results of operations, or financial condition of Xxxxxx and its Subsidiaries, taken as a whole or (y) would, or is reasonably likely to, materially impair the ability of Xxxxxx to perform its obligations under this Agreement or otherwise materially threaten or impede the consummation of the Merger and the other transactions contemplated by this Agreement, in either case other than any change, event or occurrence (to the extent that they do not, in any case, disproportionately affect Xxxxxx) relating to (i) the United States or global economic or industry conditions generally, (ii) the United States or global securities markets in general, (iii) this Agreement or the transactions contemplated hereby or the announcement thereof, (iv) changes in legal or regulatory conditions that affect generally the businesses in which Xxxxxx and its Subsidiaries are engaged, (v) the general level of interest rates, or (vi) financial institutions or the credit market generally.
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Xxxxxx Material Adverse Effect. Since the Execution Date, there shall not have occurred any Event or Events which has had, or would be reasonably expected to have, individually or in the aggregate, a Xxxxxx Material Adverse Effect.
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Xxxxxx Material Adverse Effect. Section 10.9(c) Xxxxxx Material Contracts.......................................Section 5.22(a) Xxxxxx Option.................................................Section 4.2(d)(i) Xxxxxx Options................................................Section 4.2(d)(i) Xxxxxx Permits...................................................Section 5.5(b) Xxxxxx Petroleum Engineers.........................................Section 5.27
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Xxxxxx Material Adverse Effect. Section 10.9(c) Xxxxxx Material Contracts...
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Related to Xxxxxx 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.

  • 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.

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

  • 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.

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

  • 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.

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

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

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