Business Material Adverse Change definition

Business Material Adverse Change or “Business Material Adverse Effect” means any event, fact, circumstance or change which results or could result in a material adverse effect on the Assets, Liabilities, business, operations, results of operations or condition (financial or otherwise) of Seller, including, without limitation, the Purchased Assets, either individually or taken as a whole, excluding effects reasonably attributable to the consummation of the transactions contemplated by this Agreement and the Collateral Documents or conditions generally affecting the industry in which Seller participates.
Sample 1
Business Material Adverse Change means a change that taken as a whole would have a materially adverse effect on the business conducted by the Restaurants or the condition of the Restaurants and/or Real Property which would prevent (or would reasonably be expected to prevent) the fundamental and basic continuing operation of the Restaurants’ business, but shall not include a change that results from (i) conditions affecting the U.S. economy or the world economy generally, (ii) conditions affecting the restaurant industry generally, (iii) the announcement of the transactions contemplated herein, or (iv) the taking of any action required by this Agreement.
Sample 1Sample 2
Business Material Adverse Change means a change (or historical circumstance or event resulting in a prospective change) that is materially adverse with respect to either (i) the business, operations, assets, liabilities, results of operations, cash flows or financial condition of the Business, taken as a whole or (ii) the ability of Seller to consummate the Transactions; provided, however, that any change (or historical circumstance or event resulting in a prospective change) that is generally applicable to (A) the industries and markets in which Seller and its Subsidiaries operate their respective businesses, (B) the United States or global economy or (C) the United States securities markets shall be excluded from the determination of a Business Material Adverse Change; and provided, further, that any change (or historical circumstance or event resulting in a prospective change) resulting from or arising out of the execution of this Agreement or the announcement of this Agreement and the transactions contemplated hereby shall also be excluded from the determination of a Business Material Adverse Change.
Sample 1Sample 2

Examples of Business Material Adverse Change in a sentence

  • Since December 31, 1997, there shall have been no material adverse changes in Seller's business operations, affairs, prospects, properties, assets existing and potential liabilities, obligations, profits or condition (financial or otherwise) of the Business ("Material Adverse Change") or an adverse change in Seller which would have a material adverse effect on Seller's ability to perform its obligations under this Agreement except as set forth on Schedule 4.4(a)(v).

  • No Business Material Adverse Change shall have occurred and be continuing, and no event shall have occurred which would reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect or a Company Material Adverse Effect.

  • From and including the date hereof, there shall not have been a Business Material Adverse Change.

  • As of the date hereof, none of the Contributed Business, AHI or any Affiliate thereof is subject to any outstanding Order that would have constituted or reasonably be expected to constitute, individually or in the aggregate, a Business Material Adverse Change.

  • Since January 1, 2019, neither AHI nor any Affiliate thereof has received any written notice of, or to Knowledge of AHI, oral notice of, any investigation with respect to, any violation of any Law applicable to the Contributed Business or the Contributed Assets, except for notices of violations, or knowledge of such investigations, that have not constituted and would not reasonably be expected to constitute, individually or in the aggregate, a Business Material Adverse Change.

  • Buyer shall have received all of Seller's schedules and exhibits in final form at least two Business Days prior to the Closing Date (not counting the Closing Date as one of such days), and no such schedule or exhibit contains or reflects a Business Material Adverse Change from the last previous schedule or exhibit received by Buyer.

  • Each such Material Contract is valid, binding and enforceable against Xxxxxxx Capital or the Xxxxxxx Contributor, and to the Knowledge of Xxxxxxx Capital, the other parties thereto, in accordance with its terms, and is in full force and effect, except where such failure to be so valid, binding, enforceable or in full force and effect would not constitute or reasonably be expected to constitute, individually or in the aggregate, a Business Material Adverse Change.

  • Since January 1, 2021 through the date hereof, there has not occurred any change, event, occurrence, circumstance, development or effect that has constituted or would reasonably be expected to constitute, individually or in the aggregate, a Business Material Adverse Change.

  • Except as would not constitute or reasonably be expected to constitute, individually or in the aggregate, a Business Material Adverse Change, as of the date hereof, there are no Proceedings pending or, to the Knowledge of Xxxxxxx Capital, threatened, against Xxxxxxx Capital or the Xxxxxxx Contributor with respect to the Xxxxxxx Interest or the NewCo Interests.

  • No Business Material Adverse Change shall have occurred and no event shall have occurred which, in the sole judgment of Buyer, is reasonably likely to have a Business Material Adverse Effect.


More Definitions of Business Material Adverse Change

Business Material Adverse Change means any change, effect, event, occurrence, condition, state of facts or development that is or would reasonably be expected to be materially adverse to (a) the business, results of operation or condition (financial or otherwise) of the Target and its Subsidiaries (as defined in the Merger Agreement), taken as a whole, or (b) the ability of the Target to consummate timely the Merger and the other transactions contemplated by the Merger Agreement; provided, however, that, for purposes of the foregoing clause (a) only, Business Material Adverse Change shall not include, alone or in any combination, any adverse change, effect, event, occurrence, condition, state of facts or development relating to or resulting from (i) the economy in general, the industry in which the Target or any of its Subsidiaries (as defined in the Merger Agreement) operates, or any worldwide, national or local conditions or general circumstances (political, economic, financial, regulatory or otherwise), (ii) acts of god, force majeure, an outbreak or escalation of hostilities or the declaration of a state of emergency or war, or the occurrence of any other similar calamity or crisis (including any act of terrorism), (iii) changes in Laws (as defined in the Merger Agreement) after the date hereof, (iv) changes in GAAP or its authoritative application after the date hereof, (v) the announcement or existence of the Merger Agreement or the Merger or the other transactions contemplated thereby (provided, that the exception in this clause (v) shall not be deemed to apply to the representations and warranties set forth in Section 4.3(d) of the Merger Agreement, the first sentence of Section 4.8(d) of the Merger Agreement, the fourth sentence of Section 4.8(e) of the Merger Agreement and the first sentence of Section 4.9(g) of the Merger Agreement and, to the extent related thereto, the condition set forth in Section 10.2(b) of the Merger Agreement), or (vi) actions or omissions of the Target or any of its Subsidiaries (as defined in the Merger Agreement) taken with the prior written consent of Parent or Merger Sub and the Arrangers, except to the extent, with respect to clauses (i), (ii), (iii) and (iv) above, that any such change, effect, event, occurrence, condition, state of facts or development disproportionately affects the Target and/or its Subsidiaries (as defined in the Merger Agreement) relative to other participants in the industries in which the Target and its Subsidiaries (as defi...
Sample 1
Business Material Adverse Change means the occurrence of any of the following (i) permanent inability of SELLER to build the Transition Inventory; (ii) actual infringement of a third party’s intellectual property by the manufacture, sale or use of the Products; (iii) inability of SELLER to deliver title to the Business Assets (excluding objections to the form of conveyance of title); (iv) inability of SELLER to obtain the consent from the other party to assign the Business Contracts listed in Schedule 19 to BUYER; (v) any suit, action or other judicial proceedings shall be pending before any court or governmental agency in which it is sought to restrain, prohibit or obtain damages or other relief in connection with the consummation of the transactions contemplated by the Agreement; For the avoidance of any doubt any investigation by any competition authority shall not be considered in itself as a Business Material Adverse Change (vi) either failure of SELLER to provide NEOGEN with the Audited Accounts or an opinion from the audit firm Mazard pursuant to Article 9.7.d which identifies material inconsistency, inaccuracy or omissions of the Audited Accounts as of the Base Date; or (vii) variance between the Management Accounts and the Audited Accounts as of the Base Date on the Total Gross Sales (as defined in Schedule 2) in excess of Euro 200,000 and a variance between the Management Accounts and the Audited Accounts as of the Base Date on the Industrial Profit (as defined in Schedule 2) in excess of Euro €100,000. means Neogen Corporation, a Michigan (USA) corporation. has the meaning set forth in Article 9.6.b.
Sample 1
Business Material Adverse Change means any change that, individually or in the aggregate, (A) has a material adverse effect on the business, Assets, results of operations, cash flows, properties, or condition (financial or otherwise), taken as a whole, of the Contributed Business, or (B) materially impairs or delays the ability of the Sponsors to consummate the transactions contemplated by this Agreement, other than, in the case of the foregoing clause (A), any change that results from or is related to (i) general economic, capital market, financial, political or regulatory conditions or local, regional, national or international conditions in any of the industries in which the Contributed Business is conducted, including changes in interest or exchange rates, (ii) an occurrence, outbreak, escalation or material worsening of war, armed hostilities, acts of terrorism, political instability or other national or international calamity, crisis or emergency, or any governmental or other response or reaction to any of the foregoing, (iii) changes in Law, GAAP or other applicable accounting standards or the interpretations thereof and (iv) acts of God or other calamities, including any fires, earthquakes, hurricanes, tornadoes and epidemics (including COVID-19) and any other Law, directive or recommendation by an Authority in response thereto or other natural or manmade disasters or other force majeure event (provided, that with respect to clauses (i)—(iv), any such change shall be taken into account for purposes of determining if a Business Material Adverse Change has or is reasonably expected to have occurred to the extent such change, individually or in the aggregate, has a disproportionate impact on the Contributed Business, taken as a whole, relative to other Persons in the industry in which the Contributed Business is conducted).
Sample 1
Business Material Adverse Change means a change in the business, operations, assets, liabilities, results of operations, cash flows, condition (financial or otherwise) or prospects of the Business and/or the Assets which is materially adverse.
Sample 1
Business Material Adverse Change has the meaning set forth in Section 3.10.
Sample 1

Related to Business Material Adverse Change

  • Business Material Adverse Effect means a material adverse effect on the business, condition (financial or otherwise), results of operations, assets or liabilities of the Business, taken as a whole; provided, however, that any such effect resulting or arising from or relating to any of the following matters shall not be considered when determining whether a Business Material Adverse Effect has occurred or would be reasonably likely to occur: (i) the general conditions in the industries in which the Business operates (including changes in cobalt prices or), including competition in any of the geographic areas in which the Business operates or developments or changes therein; (ii) any conditions in the general economy in any of the geographic areas in which the Business operates or developments or changes therein; (iii) political conditions, including acts of war (whether or not declared), armed hostilities and terrorism, or developments or changes therein; (iv) any conditions resulting from natural or manmade disasters or other Acts of God; (v) compliance by the Sellers with their covenants and agreements contained in this Agreement; (vi) the failure of the financial or operating performance of the Business to meet internal projections or budgets for any period prior to, on or after the date of this Agreement (provided that the effects, events, circumstances and conditions underlying such failure may be considered in determining whether a Business Material Adverse Effect has occurred); (vii) any action taken or omitted to be taken by or at the request or with the consent of Purchaser; or (viii) the announcement of this Agreement or the transactions contemplated hereby (including any action by a Governmental Entity with respect to any Contract or Permit of any of the Companies); provided further, however, that with respect to clauses (i), (ii), (iii) and (iv), effects shall be considered to the extent that they disproportionately affect the Business relative to other participants in any industry in which the Business operates.

  • Company Material Adverse Change means a change (or circumstance involving a prospective change) in the business, operations, assets, liabilities, results of operations, cash flows, condition (financial or otherwise) or prospects of the Company which is materially adverse.

  • Material Adverse Change means any material adverse change in the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower or the Borrower and its Subsidiaries taken as a whole.

  • SPAC Material Adverse Effect means any event, circumstance, change or effect that, individually or in the aggregate with all other events, circumstances, changes and effects, (a) is or would reasonably be expected to be materially adverse to the business, condition (financial or otherwise), assets, liabilities or results of operations of SPAC; or (b) would prevent, materially delay or materially impede the performance by SPAC or Merger Sub of their respective obligations under this Agreement or the consummation of the Merger and the other Transactions; provided, however, that none of the following (or the effect of any of the following) shall be deemed to constitute, alone or in combination, or be taken into account in the determination of whether, there has been or will be an SPAC Material Adverse Effect: (i) any change or proposed change in or change in the interpretation of any Law or GAAP; (ii) events or conditions generally affecting the industries or geographic areas in which SPAC operates; (iii) any downturn in general economic conditions, including changes in the credit, debt, securities, financial or capital markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets); (iv) acts of war, sabotage, civil unrest or terrorism, or any escalation or worsening of any such acts of war, sabotage, civil unrest or terrorism, or changes in global, national, regional, state or local political or social conditions; (v) any hurricane, tornado, flood, earthquake, wild fire or other natural disaster, epidemic, disease outbreak, pandemic, or acts of God, (vi) any actions taken or not taken by SPAC as required by this Agreement or any Ancillary Agreement, (vii) any effect attributable to the announcement or execution, pendency, negotiation or consummation of the Merger or any of the other Transaction, (viii) any actions taken, or failures to take action, or such other changed or events, in each case, which the Company has requested or to which it has consented or which actions are contemplated by this Agreement, or (ix) the consummation and effects of any exercise of SPAC Redemption Rights by stockholders of SPAC provided for in the SPAC Organizational Documents, except, in the cases of clauses (i) through (v), to the extent that SPAC is disproportionately affected thereby as compared with other participants in the industry in which SPAC operate.

  • Material Adverse Change (or Effect) means a change (or effect), in the condition (financial or otherwise), properties, assets, liabilities, rights, obligations, operations, business or prospects which change (or effect) individually or in the aggregate, is materially adverse to such condition, properties, assets, liabilities, rights, obligations, operations, business or prospects.

  • Parent Material Adverse Effect means any effect, change, event or occurrence that would prevent or materially delay, interfere with, hinder or impair (i) the consummation by Parent or Merger Sub of any of the Transactions on a timely basis or (ii) the compliance by Parent or Merger Sub with its obligations under this Agreement.

  • Material Adverse Event means an occurrence having a consequence that either (a) is materially adverse as to the business, properties, prospects or financial condition of the Company or (b) is reasonably foreseeable, and if it were to occur might materially adversely affect the business, properties, prospects or financial condition of the Company.

  • Material Adverse Effect shall have the meaning assigned to such term in Section 3.1(b).

  • Target Material Adverse Effect means any change, effect, event or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse change in, or effect on: (a) the ability of Seller to perform its obligations under the Specified Purchase Agreement and to consummate the transactions contemplated thereby; or (b) the assets, liabilities, business, condition (financial or otherwise) or results of operations of the Transferred Entities, taken as a whole; provided that, for purposes of clause (b) above, any such change, effect, event or occurrence resulting from any of the following shall not be considered when determining whether a Target Material Adverse Effect has occurred: (i) general economic conditions affecting the economy or credit, capital and financial markets in the United States or elsewhere in the world, including changes in interest or exchange rates; (ii) any change in the industry in which the Business operates; (iii) any change in Laws or GAAP, or the enforcement or interpretation thereof; (iv) general political conditions, including hostilities, acts of war (whether declared or undeclared), sabotage, terrorism or military actions, or any escalation or worsening of any of the foregoing; (v) any change resulting from the negotiation, execution, announcement or consummation of the transactions contemplated by the Specified Purchase Agreement or the Ancillary Agreements, including any such change relating to the identity of, or facts and circumstances relating to, Buyers and including any actions taken or threatened by any Transferred Entity’s customers, suppliers, distributors, employees or other personnel or others having relationships with a Transferred Entity; (vi) any action taken by Buyers and any of their respective Affiliates, agents or representatives; (vii) any hurricane, flood, tornado, earthquake or other natural disaster or any other force majeure event; (viii) any actions required to be taken or omitted pursuant to the Specified Purchase Agreement or the Ancillary Agreements or taken with Buyers’ consent or not taken because Buyers withheld, delayed or conditioned its consent; or (ix) the failure of the Business to achieve any financial projections or forecasts or revenue or earnings predictions (it being understood that for purposes of this clause (viii), the changes or effects giving rise to such failure that are not otherwise excluded from the definition of “Target Material Adverse Effect” may be taken into account in determining whether there has been a Target Material Adverse Effect); (x) events or occurrences specifically disclosed in the Seller Disclosure Letter, solely as and to the extent so described therein, and in each case only taking into account supplements to the Seller Disclosure Letter which have been permitted and made to the Seller Disclosure Letter with Buyers’ acceptance in accordance with Section 4.15 of the Specified Purchase Agreement; or (xi) any adverse change in or effect on the Business of the Transferred Entities that is cured prior to the Closing; provided, however, that any change or effect referred to in clauses (i), (ii), (iii), (iv) or (vii) immediately above may be taken into account in determining whether a Target Material Adverse Effect has occurred or would reasonably be expected to occur to the extent that such change, effect, event or occurrence has a materially disproportionate effect on the Transferred Entities relative to other companies in the industries or markets in which the Transferred Entities operate. Capitalized terms used in this definition of “Target Material Adverse Effect” without definition shall have the meanings ascribed thereto in the Specified Purchase Agreement; provided, that any capitalized terms which are defined in both this Agreement and the Specified Purchase Agreement shall have the meanings ascribed thereto in the Specified Purchase Agreement.

  • Company Material Adverse Effect means a material adverse effect on (i) the condition (financial or otherwise), business, assets or results of operations of the Company and its Subsidiaries, taken as a whole, or (ii) the Company’s ability to consummate the transactions contemplated by this Agreement, in the case of each of clauses (i) and (ii), excluding any effect resulting from (A) changes in the financial or securities markets or general economic or political conditions in the United States or any foreign jurisdiction except to the extent (and only to the extent) having a materially disproportionate effect on the Company and its Subsidiaries, taken as a whole, relative to other participants in the industry in which the Company and its Subsidiaries operate, (B) changes (including changes of Applicable Law) or conditions generally affecting the industry in which the Company and its Subsidiaries operate except to the extent (and only to the extent) having a materially disproportionate effect on the Company and its Subsidiaries, taken as a whole, relative to other participants in the industry in which the Company and its Subsidiaries operate, (C) acts of war, sabotage or terrorism or natural disasters (including hurricanes, tornadoes, floods or earthquakes) except to the extent (and only to the extent) having a materially disproportionate effect on the Company and its Subsidiaries, taken as a whole, relative to other participants in the industry in which the Company and its Subsidiaries operate, (D) the announcement or consummation of the transactions contemplated by this Agreement, including the impact thereof on the relationships, contractual or otherwise of the Company or any of its Subsidiaries with employees, labor unions, customers, suppliers or partners (it being understood that this clause (D) shall not apply to Sections 4.04, the first sentence of 4.17(c) and 4.18(d) and, to the extent related thereto, Section 9.02(a)(ii)(C) of this Agreement), (E) any failure by the Company and its Subsidiaries to meet any internal or published budgets, projections, forecasts or predictions in respect of financial performance for any period (it being understood that this clause (E) shall not prevent a party from asserting that any fact, change, event, occurrence or effect that may have contributed to such failure and that are not otherwise excluded from the definition of Company Material Adverse Effect may be taken into account in determining whether there has been a Company Material Adverse Effect), (F) any change in the price of the Company Stock on the NYSE (it being understood that this clause (F) shall not prevent a party from asserting that any fact, change, event, occurrence or effect that may have given rise or contributed to such change (but in no event changes in the trading price of Parent Stock) and that are not otherwise excluded from the definition of Company Material Adverse Effect may be taken into account in determining whether there has been a Company Material Adverse Effect), (G) changes in GAAP (or authoritative interpretation of GAAP), (H) any Company Transaction Litigation, to the extent directly relating to the negotiations between the parties and the terms and conditions of this Agreement, and (I) compliance with the terms of, or the taking of any action required by, this Agreement.

  • Acquiror Material Adverse Effect means, any change, event, circumstance, occurrence, effect, development or state of facts that, individually or in the aggregate, with any other change, event, circumstance, occurrence, effect, development or state of facts has had or would reasonably be expected to prevent or materially delay or materially impact the ability of Acquiror and the Sponsor to consummate the Transactions. Notwithstanding the foregoing, the amount of the Acquiror Stockholder Redemptions or the failure to obtain the Acquiror Stockholder Approval shall not be deemed to be an Acquiror Material Adverse Effect.

  • Property Material Adverse Effect shall have the meaning assigned thereto in the Mortgage.

  • Partnership Material Adverse Effect means any change, circumstance, effect or condition that is, or could reasonably be expected to be, materially adverse to the business, financial condition, assets, liabilities or results of operations of the Partnership Group, taken as a whole.

  • Material Adverse with respect to any change or effect, a material adverse change in, or effect on, as the case may be, (i) the financial condition, operations, business, or Property of the Borrower and the Subsidiaries taken as a whole, (ii) the ability of the Borrower to perform its obligations under the Loan Documents, or (iii) the ability of the Administrative Agent, the Issuer or any Lender to enforce the Loan Documents.

  • Investor Material Adverse Effect means, with respect to a particular Investor, any fact, event, circumstance, change, occurrence, effect or condition which has had or would reasonably be expected to have, individually or in the aggregate with all other facts, events, circumstances, changes, occurrences, effects or conditions, a material adverse effect on the ability of such Investor to consummate the transactions contemplated by this Agreement.

  • Seller Material Adverse Effect means any event, change or occurrence that materially impairs or delays the ability of any of the Selling Parties to perform its obligations or to consummate the transactions under the Basic Documents or that otherwise materially threatens or materially impedes the consummation of the transactions under the Basic Documents.

  • Buyer Material Adverse Effect means any event, change, occurrence or effect that would reasonably be expected to prevent, materially delay or materially impede the performance by the Buyer Parties of their obligations under this Agreement or the Ancillary Agreements to which any of them will be a party or the consummation of the transactions contemplated hereby or thereby.

  • Subscriber Material Adverse Effect means an event, change, development, occurrence, condition or effect with respect to Subscriber that would reasonably be expected to have a material adverse effect on Subscriber’s ability to consummate the transactions contemplated hereby, including the purchase of the Subscribed Shares.

  • Purchaser Material Adverse Effect means any material and adverse effect on (i) the ability of a Purchaser to meet its obligations under the Basic Documents on a timely basis or (ii) the ability of a Purchaser to consummate the transactions under any Basic Document.

  • Material Adverse Effect on the Company means a material adverse effect on the financial condition, operations or business of the Company and its subsidiaries, taken as a whole, or the ability of the Company to enter into and consummate the transactions contemplated by this Agreement in accordance with its terms.

  • Closing Date Material Adverse Effect means a “Material Adverse Effect” as defined in the Acquisition Agreement.

  • Adverse Change A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note is impaired.

  • Material adverse fact means an adverse fact that a party indicates is of such significance, or that is generally recognized by a competent licensee as being of such significance to a reasonable party, that it affects or would affect the party's decision to enter into a contract or agreement concerning a transaction or affects or would affect the party's decision about the terms of such a contract or agreement. An "Adverse Fact" means a condition or occurrence that is generally recognized by a competent licensee as significantly and adversely affecting the value of the property, significantly reducing the structural integrity of improvements to real estate, presenting a significant health risk to occupants of the property, or information that indicates that a party to a transaction is not able to or does not intend to meet his or her obligations under a contract or agreement made concerning the transaction.

  • Materially Adverse Effect means (a) any material adverse effect upon the business, assets, liabilities, financial condition or results of operations of the Borrower and its Subsidiaries, taken as a whole, or (b) a material adverse effect upon any material rights or benefits of the Lenders or the Administrative Agent under the Loan Documents.

  • Specific, adverse impact means a significant, quantifiable, direct, and unavoidable impact, based on objective, identified, and written public health or safety standards, policies, or conditions as they existed on the date the application was deemed complete.

  • Serious Adverse Event means any adverse event that led to any of the following: