Closing Material Adverse Effect means any material adverse change, effect, event, occurrence, fact or condition in or on the business, results of operation, condition (financial or otherwise) or assets of the Target, taken as a whole, provided, however, that in no event shall any of the following, alone or in combination, be deemed to constitute, nor shall any of the following be taken into account in determining whether there has been, a Closing Material Adverse Effect: any material adverse facts, circumstances, events, changes, effects or occurrences (a) resulting from or relating to the identity of Buyer or any of its Affiliates as the Buyer of the Target or the announcement of or execution of the Acquisition Agreement or the pendency of the transactions contemplated by the Acquisition Agreement, including losses or threatened losses of employees, customers, suppliers or others having relationships with the Target; (b) resulting from or relating to political conditions or any acts of terrorism or war; (c) relating to generally applicable economic conditions (including the state of the financial, debt, credit or securities markets, in the United States or elsewhere) or the industries in which the Target operates in general; (d) resulting from or relating to any change in Laws or GAAP or authoritative interpretations thereof; (e) resulting from or relating to the failure of the Business to meet projections, forecasts or estimates delivered to any Person (provided that the underlying causes of such failures may be considered in determining whether there is a Closing Material Adverse Effect unless otherwise provided in this definition); (f) resulting from or relating to any natural or man-made disaster or acts of God, or (g) resulting from or relating to actions of the Target or any of its Affiliates which Buyer has expressly requested or to which Buyer has expressly consented; except, in the case of clauses (b), (c), (d) or (f), where such change, effect, event, occurrence, fact or condition disproportionately affects the Target, taken as a whole, relative to other participants in the industries in which the Target operates. Capitalized terms used above in the definition of “Closing Material Adverse Effect” without definition shall have the meanings assigned to them in the Acquisition Agreement.
Closing Material Adverse Effect means that (i) Delta Airlines, Inc. shall have given the Company written notice of its intention to terminate substantially all of the engineering projects pending at the time of such notice, including a request for the return of the related deposits or (ii) United Airlines, Inc. shall have given the Company written notice of its intention to terminate substantially all of its business that it sends to the Company’s MRO services.
Closing Material Adverse Effect means any change, event, occurrence, development, effect, condition, circumstance or matter that, individually or in the aggregate, has or would reasonably be likely to have a material adverse effect on the assets, liabilities, business, financial condition or results of operation of the Sold Companies and the Business, taken as a whole; provided, however, that none of the following shall be considered or taken into account in determining whether there has been or would reasonably be likely to be a Material Adverse Effect: any change, event, occurrence, development, effect, condition, circumstance or matter resulting from or relating to (A) the pendency or public announcement of the Carve-out and the Transaction, including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, distributors, partners, regulators or employees (including any employee departures or labor union or works council activities); (B) global or national or regional economic, monetary or financial conditions, including changes or developments in credit markets (including changes in prevailing interest or exchange rates), financial or securities markets (including the disruption thereof and any decline in the price of any security or market index), or general economic, business or regulatory conditions anywhere in the world, or (C) national or international or regional political or social conditions; (D) the commencement, continuation or escalation of a war, armed hostilities or other international or national emergency, calamity or act of terrorism or any weather or health/epidemic related or other force majeure event or natural disaster or the worsening thereof; (E) any change in applicable Laws or applicable accounting principles or, in each case, in the interpretation or enforcement thereof after the date hereof; (F) general conditions in or of the industries in which the Business operates; (G) any change, event, occurrence, development, effect, condition, circumstance or matter that is cured by Seller or its Affiliates to the reasonable satisfaction of Purchaser (including by the payment of money); (H) any failure to meet any internal or external projections, forecasts, guidance, estimates, milestones, budgets or internal or published financial or operating predictions of revenue, earnings, cash flow or cash position (except that the underlying cause of any such failure may be considered and taken into account in determining whether there has been...
Examples of Closing Material Adverse Effect in a sentence
Notwithstanding the foregoing, Purchaser acknowledges that VFL has publicly disclosed its intention to discontinue engaging in the Business and has ceased marketing the Insurance Contracts, that developments resulting from such actions will not be deemed a Closing Material Adverse Effect and that VFL's operation of the Business consistent with such actions will not be deemed a breach of the representation in Section 3.19(b).
Excluding from the foregoing are such violations, conflicts, breaches, defaults, terminations, accelerations, creations of liens, or incumbency that would not, in the aggregate, have a Business Material Adverse Effect or a Closing Material Adverse Effect.
Since the date hereof, there shall not have been any change, event or circumstance with respect to the Business which has had or would reasonably be expected to have a Closing Material Adverse Effect.
Each of the Companies and each of their respective subsidiaries is duly qualified to do business as a foreign corporation in every jurisdiction in which the failure to so qualify would reasonably be expected to have a Second Closing Material Adverse Effect.
Aduromed and each of its subsidiaries is duly qualified to do business as a foreign corporation in every jurisdiction in which the failure to so qualify would reasonably be expected to have a First Closing Material Adverse Effect.
More Definitions of Closing Material Adverse Effect
Closing Material Adverse Effect means any event, change, circumstance or development that is materially adverse to (i) the ability of Seller to consummate the transactions contemplated by this Agreement, the Mexican Asset Purchase Agreement and the Merger Agreement or (ii) the business, financial condition or results of operations of Maquiladora, the business, financial condition or results of operations of the Washington Business and the Assets taken as a whole, other than, with respect to clause (ii), any event, change, circumstance or development (A) resulting from any action taken in connection with the transactions contemplated hereby pursuant to the terms of this Agreement or the Merger Agreement, (B) relating to the economy or financial markets in general, (C) relating in general to the industries in which Seller, Maquiladora and the Washington Business operate and not specifically relating to Seller, Maquiladora and the Washington Business or (D) relating to any action or omission of Seller, Maquiladora or Washington or any Subsidiary of any of them taken with the express prior written consent of Purchaser.
Closing Material Adverse Effect has the meaning set forth in Section 4.01(e).
Closing Material Adverse Effect means a material adverse effect on the financial condition and results of operations of the Business taken as a whole; provided, however, that the following shall be excluded from the definition of "Closing Material Adverse Effect" and from any determination as to whether a Closing Material Adverse Effect has occurred or may occur: (i) any adverse change or effect that is caused by or that arises out of conditions affecting the economy, prevailing interest rates or financial, banking, currency or capital markets in general; (ii) any adverse change or effect that is caused by or that arises out of conditions affecting the life insurance industry, the variable insurance products industry or the insurance or financial services industries generally; and (iii) any adverse change or effect resulting from the announcement or the pendency of the transactions contemplated by this Agreement, or from Purchaser's violation of Section 5.11 (including, but not limited to, changes in relations with employees and independent brokers and agents (including managing and selling general agents), and declines in sales volumes or net operating income).
Closing Material Adverse Effect means the occurrence after the date hereof of either (a) a case of bovine spongiform encephalopathy in livestock located in any of the following countries: the United States or Australia; or (b) a case of bovine hoof (or foot) and mouth disease in livestock located in any of the following countries: the United States or Australia.
Closing Material Adverse Effect means any event, change, circumstance or development that is materially adverse to (i) the ability of Seller to consummate the transactions contemplated by this Agreement and the Merger Agreement or (ii) the business, financial condition or results of operations of Maquiladora, the business, financial condition or results of operations of the Washington Business and the Assets taken as a whole, other than, with respect to clause (ii), any event, change, circumstance or development (A) resulting from any action taken in connection with the transactions contemplated hereby pursuant to the terms of this Agreement or the Merger Agreement, (B) relating to the economy or financial markets in general, (C) relating in general to the industries in which Seller, Maquiladora and the Washington Business operate and not specifically relating to Seller, Maquiladora and the Washington Business or (D) relating to any action or omission of Seller, Maquiladora or Washington or any Subsidiary of any of them taken with the express prior written consent of Purchaser.
Closing Material Adverse Effect means any circumstance, change or effect that is, or could reasonably be expected to be, materially adverse to the Business, the Acquired Assets or consummation of the Transactions; it being acknowledged that any adverse effect of $750,000 or more shall in any event be deemed a Closing Material Adverse Effect; provided, however, that “Closing Material Adverse Effect” shall not include any event, occurrence, fact, condition, circumstance, change, or effect, directly or indirectly, arising out of or attributable to: (i) any changes, conditions or effects in the United States or foreign economies or securities or financial markets in general; (ii) changes, conditions or effects that affect the industries in which the Business operates; (iii) any change, effect or circumstance resulting from an action required or permitted by this Agreement; (iv) any matter disclosed to Buyers in the Disclosure Schedules; (v) the effect of any changes in applicable Laws or accounting rules, including GAAP and any legislation adopted by any Governmental Entity having jurisdiction over the Business, or any rule or regulation enacted by the Federal Communications Commission (in each case after the Effective Date and applicable to all telecommunications carriers); (vi) any change, effect, or circumstance resulting from the announcement of this Agreement; or (vii) conditions caused by acts of terrorism or war (whether or not declared) or any man-made disaster or acts of God; unless, in the case of the foregoing clauses, such changes referred to therein have a materially disproportionate effect on the Business relative to other participants in the industries in which the Business operates; provided, however, in the event Sellers maintain insurance covering events described in Section 1.1(g)(vii), Sellers shall (A) expeditiously process and seek full recovery under and in accordance with the terms of such policy(ies) to the same extent as it would if Closing of the Transactions had not occurred, provided, further however, that Sellers shall not be required to initiate, engage in or threaten litigation with or against any Person, including any of its insurance carriers and (B) assign the proceeds of any recovery under such policy(ies) to Buyers.
Closing Material Adverse Effect means a material adverse effect on (x) the assets, liabilities, condition (financial or otherwise), business or results of operations of the Company and its subsidiaries, taken as a whole, (y) the ability of the Company to consummate the transactions contemplated by, or to perform its obligations under, the Merger Agreement prior to the Outside Date (as defined in the Merger Agreement), or (z) the ability of (i) the Company to qualify as a REIT prior to the Effective Time (as defined in the Merger Agreement) or (ii) the Company to qualify as a REIT after the Effective Time, disregarding solely for this purpose the consummation of the Merger; provided, however, that none of the following, in and of itself or themselves, shall be considered in determining whether a Closing Material Adverse Effect shall have occurred under clause (x) of this definition: