Companies Material Adverse Effect means any material adverse effect on the business, properties, financial condition or results of operations of HCE-Rockfort, PPO and the Power Company taken as a whole; provided, however, that the term “Companies Material Adverse Effect” shall not include effects that result from or are consequences of (i) changes in financial, securities or currency markets, changes in prevailing interest rates or foreign exchange rates, changes in general economic conditions, changes in electricity, gas or other fuel supply and transmission and transportation markets, including changes to market prices for electricity, steam, natural gas or other commodities, or effects of weather or meteorological events, (ii) changes in Law, rule or regulation of any Governmental Entity or changes in regulatory conditions in Jamaica or any state or municipality in which HCE-Rockfort, PPO or the Power Company operates, in each case, other than to the extent such conditions disproportionately adversely affect HCE-Rockfort, PPO and the Power Company taken as a whole, (iii) events or changes that are consequences of hostility, terrorist activity, acts of war or acts of public enemies, (iv) changes in accounting standards, principles or interpretations, (v) the negotiation, announcement, execution, delivery, consummation or pendency of this Agreement or the transactions contemplated by this Agreement or any action by Seller or its Affiliates contemplated by or required by this Agreement, or (vi) actions taken or not taken solely at the request of Purchaser.
Companies Material Adverse Effect means any state of facts, change, development, event, effect, condition or occurrence materially adverse to the business, assets, properties, liabilities, condition (financial or otherwise) or results of operations of the Companies taken as a whole or that, directly or indirectly, prevents or materially impairs or delays the ability of any of the Parents or Genco Holdings to perform its obligations hereunder; provided, however, that (a) any adoption, implementation, promulgation, repeal, modification, reinterpretation or proposal of any rule, regulation, ordinance, order, protocol or any other Law of or by any national, state or regional Governmental Authority (including, for the avoidance of doubt, the ERCOT Market), (b) changes or developments in national, regional or state wholesale or retail markets for fuel, including, without limitation, changes in commodity prices, or related products, (c) changes or developments in national, regional or state wholesale or retail electric power prices, (d) system-wide changes or developments in national, regional or state electric transmission or distribution systems, other than changes or developments involving physical damage or destruction thereto, and (e) changes or developments in financial or securities markets or the economy in general shall, in each case, be excluded from such determination to the extent any such Laws, changes and developments do not have a disproportionate effect on the Companies as compared to other entities engaged in the power generation business in any of the relevant geographic areas with respect to such Laws, changes or developments, as applicable. In interpreting the definition of "Companies Material Adverse Effect" with respect to plant outages, the parties agree that the effect of the unplanned plant outages at the Companies from August 31, 2002 to March 31, 2004 did not in and of themselves have a Companies Material Adverse Effect after taking into account all relevant facts and circumstances. Genco Holdings has made available to Buyer a true and complete copy of the certificates of incorporation and the bylaws (or similar organizational documents) of each of the Companies, in each case as currently in effect. Genco Holdings has made available to Buyer true and complete copies of the minutes of all meetings or written consents of the shareholders (or other equityholders) and the boards of directors (or similar body) and any committee thereof of each of the Companies (and, to the e...
Companies Material Adverse Effect means a change, effect, event, occurrence or state of facts that is materially adverse to the business or the financial condition, operations, results of operations, assets or properties of the Companies, taken as a whole, other than any change, effect, event, occurrence or state of facts arising in whole or in part by (i) general economic or political conditions or a decline or deterioration in the capital markets generally (including any changes to interest rates or exchange rates) or conditions generally affecting the base and precious metal mining industry (except to the extent that such change, effect, event, occurrence or state of facts materially and disproportionately has a greater adverse impact on the Companies, taken as a whole, as compared to the adverse impact such changes have on other Persons operating in the base and precious metal mining industry, but taking into account for purposes of determining whether a Companies Material Adverse Effect has occurred only the materially disproportionate adverse change, effect, event, occurrence or state of facts), (ii) any change or prospective change in law, GAAP or IAS, or any interpretation of any of the foregoing, (iii) the execution of this Agreement, the public announcement hereof or the consummation of the transactions contemplated hereby (including compliance with the terms of this Agreement), (iv) any action taken by (or at the request of) Buyer, (v) any existing event or occurrence disclosed on the Schedules attached hereto, and (vi) changes caused by acts of terrorism or war (whether or not declared) occurring after the date of this Agreement.
Examples of Companies Material Adverse Effect in a sentence
Except as listed in Schedule 5.09, the Retained Companies are in compliance with the Retained Companies' Permits and all Laws applicable to them, except where the failure to be in compliance would not, individually or in the aggregate, have a Retained Companies Material Adverse Effect.
The Selling Companies Licenses are all of the federal, state, local, and foreign governmental authorizations necessary for each of the Selling Companies to own or lease its respective properties and assets and to carry on its respective business as it is now conducted, except as would not otherwise reasonably be expected to have, individually or in the aggregate, a Selling Companies Material Adverse Effect.
Except as set forth in Section 5.24 of the Selling Companies Disclosure Schedule, none of the Selling Companies Licenses shall be affected in any material respect by the consummation of the transactions contemplated hereby, except to the extent such effect would not reasonably be expected to have, individually or in the aggregate, a Selling Companies Material Adverse Effect.
All such Permits relating to the Retained Business are in full force and effect, except for any such Permit as to which the failure so to be in full force and effect would not, individually or in the aggregate, have a Retained Companies Material Adverse Effect.
Since the date of this Agreement, there shall not have occurred a SPAC Material Adverse Effect or Target Companies Material Adverse Effect that is continuing.
More Definitions of Companies Material Adverse Effect
Companies Material Adverse Effect means any change in or effect on the Business that, individually or in the aggregate (taking into account all other such changes or effects), is, or
Companies Material Adverse Effect means any change, occurrence or development that has a material adverse effect on the business, assets, Liabilities, results of operations or financial condition of the Companies, taken as a whole, but shall exclude any effect (i) resulting from changes in general economic and political conditions (including, without limitation, changes in commodity prices, interest rates and/or currency exchange rates), or applicable law and accounting standards that do not disproportionately affect the Companies or (ii) resulting from changes affecting companies in the United States coal mining industry generally that do not disproportionately affect the Companies.
Companies Material Adverse Effect means any state of facts, change, development, event, effect, condition or occurrence materially adverse to the business, assets, properties, liabilities or condition (financial or otherwise) of the Companies taken as a whole or that, directly or indirectly, prevents or materially impairs or delays the ability of Genco to perform its obligations hereunder; provided, however, that any adverse change or effect attributable to (a) any adoption, implementation, promulgation, repeal, modification, reinterpretation or proposal of any rule, regulation, ordinance, Order, protocol or any other Law of or by any Governmental Authority (including, for the avoidance of doubt, the ERCOT Market), (b) changes or developments in national, regional, state or local wholesale or retail markets for power or fuel, including, without limitation, changes in commodity prices, related products, or availability or costs of transportation, (c) changes or developments in national, regional, state or local wholesale or retail electric power prices, (d) system-wide changes or developments in national, regional or state electric transmission or distribution systems, other than changes or developments involving physical damage or destruction thereto, (e) the announcement, pendency or consummation of the transactions contemplated by this Agreement (including any decrease in customer demand, any reduction in revenues, any disruption in supplier, partner or similar relationships, or any loss of employees) and (f) changes or developments in financial or securities markets or the economy in general shall, in each case, be excluded from such determination to the extent, in the case of clauses (a) through (f), any such Laws, changes and developments do not have a disproportionate adverse effect on the Companies as compared to other entities engaged in the power generation business in any of the relevant geographic areas with respect to such Laws, changes or developments, as applicable. In interpreting the definition of “Companies Material Adverse Effect” with respect to plant outages, the parties agree that the effect of the unplanned plant outages at the Companies from August 31, 2002 to the date of this Agreement did not in and of themselves have a Companies Material Adverse Effect after taking into account all relevant facts and circumstances. Genco has made available to Buyer a true and complete copy of the certificate of formation and Amended and Restated Limited Liability Company Agreement...
Companies Material Adverse Effect means any change in or effect on the Business that, individually or in the aggregate (taking into account all other such changes or effects), is, or is reasonably likely to be, materially adverse to the Assets or the results of operations of the Business, except that any change in or effect on the Assets or results of operations of the Business resulting from any of the following shall not constitute a Companies Material Adverse Effect: (1) events, changes or developments in worldwide, national or local political, economic or regulatory conditions or (2) any changes in law or accounting principles (and any resulting changes) that adversely affect businesses generally or the Companies' industry generally and that do not specifically relate to or have a materially disproportionate effect on the Assets or results of operations of the Business.
Companies Material Adverse Effect means a material adverse effect (i) on the financial condition or results of operations of the Companies, taken as a whole, or (ii) on the ability of Sellers or Buyer to consummate the transactions contemplated by this Agreement. For purposes of this Agreement, "Companies Material Adverse Effect" shall exclude any effects to the extent resulting from (A) changes in the United States, German or other foreign economies in general, (B) changes in the Companies industries in general but not specifically relating to the Companies, (C) the announcement of Sellers intention to sell, and Buyer's intention to buy, the Capital Stock, or (D) the execution of this Agreement and the consummation of the transactions contemplated by this Agreement.
Companies Material Adverse Effect means any material adverse effect on the business properties, financial condition or results of operations of any of the Companies Subsidiaries; provided, however, that the term “Companies Material Adverse Effect” shall not include effects that result from or are consequences of (i) the current and prospective financial position of the Companies Subsidiaries, or the insolvency or bankruptcy of any of the Companies Subsidiaries, or the other matters contemplated by Section 4.4 of this Agreement, (ii) changes in financial, securities or currency markets, changes in prevailing interest rates or foreign exchange rates, changes in general economic conditions, changes in electricity, gas or other fuel supply and transmission and transportation markets, including changes to market prices for electricity, steam, natural gas or other commodities, or effects of weather or meteorological events, (iii) changes in Law, rule or regulation of, or the effect of any actions taken by, any Governmental Entity in Chile, Argentina or any other state or municipality in which any of the Companies Subsidiaries operates, (iv) events or changes that are consequences of hostility, terrorist activity, acts of war or acts of public enemies, (v) changes in accounting standards, principles or interpretations, (vi) any delay in the receipt of, or the failure to receive, the Argentine Transaction Approvals, (vii) breach of agreement, or failure to perform by any third party under a contract with any of the Companies Subsidiaries or (viii) actions taken or not taken solely at the request of Purchaser.
Companies Material Adverse Effect means a material adverse effect on the results of operations, financial condition, business or assets of the Companies on a collective basis, in light of the applicable circumstances.