Contributor Material Adverse Effect definition

Contributor Material Adverse Effect means a material adverse effect on the assets, business, financial condition or results of operation of the Contributor and the Contributor Subsidiaries, taken as a whole, including such entities’ direct and indirect interests in the JV Entities. For the avoidance of doubt, any proposed liquidation of the Contributor after the Closing shall not be deemed a Contributor Material Adverse Effect.

Contributor Material Adverse Effect means any material adverse change in the assets, business, condition (financial or otherwise), results of operation or prospects of the Contributor, the Contributed Entity or Contributed Property, taken as a whole.

Contributor Material Adverse Effect shall have the meaning ascribed to that term in Section 3.1.

Examples of Contributor Material Adverse Effect in a sentence

• Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect.

• Except for actions, suits or proceedings covered by the policies of insurance described in Section 4.11, as of the date hereof, there is no action, suit or proceeding pending or, to the Contributor’s Knowledge, threatened against the Contributor, any Contributor Subsidiary or any JV Entity which, if adversely determined, would, individually or together with all such other actions, reasonably be expected to have a Contributor Material Adverse Effect.

• Contributor is duly qualified, registered or licensed to do business as a foreign corporation and is in good standing in each jurisdiction in which it currently conducts businesses or owns, operates, leases, licenses, uses or operates any properties or assets, except where the failure to be so duly qualified, registered or licensed and in good standing would not reasonably be expected to have a Contributor Material Adverse Effect.

• The Contributor and Marriott possess all Authorizations, except where the failure to have such Authorizations would not have a Contributor Material Adverse Effect, each of which is valid and in full force and effect, and no provision, condition or limitation of any of the Authorizations has been breached or violated in any material respect.

• As of the Closing Date, Kemmerer is duly qualified, registered or licensed to do business as a foreign corporation and is in good standing in each jurisdiction in which it currently conducts businesses or owns, operates, leases, licenses, uses or operates any properties or assets, except where the failure to be so duly qualified, registered or licensed and in good standing would not reasonably be expected to have a Contributor Material Adverse Effect.

More Definitions of Contributor Material Adverse Effect

Contributor Material Adverse Effect means any event, change, fact, development, circumstance, condition, matter or occurrence that, individually or in the aggregate with one or more other events, changes, facts, developments, circumstances, conditions, matters or occurrences, is or would be materially adverse to, or has had or would have a material adverse effect on or change in, on or to the business, condition (financial or otherwise) or operations of the Kemmerer Mining Operation, the ownership of the Assets by Contributor (or an Affiliate of Contributor) pre-Closing, ownership of the Membership Interests by Contributor pre-Closing, the ownership of the Membership Interests by the Partnership (or an Affiliate of the Partnership) post-Closing, the ownership of the Assets by Kemmerer post-Closing or the ability of Contributor to consummate the transactions contemplated by this Agreement; provided, however, that none of the following events, changes, facts, developments, circumstances, conditions, matters or occurrences (either alone or in combination) shall be taken into account for purposes of determining whether or not a Contributor Material Adverse Effect has occurred: (i) the announcement (in accordance with the terms of this Agreement) of this Agreement and the transactions contemplated hereby; (ii) the coal industry generally; (iii) changes in GAAP or interpretations thereof; or (iv) the economy or securities markets of the United States generally; or except, in the case of clauses (ii) through (iv), to the extent disproportionately affecting the Kemmerer Mining Operation, the Assets or the Membership Interests and then only such disproportionate impact shall be considered.

Contributor Material Adverse Effect has the meaning set forth in Section 4.1.

Contributor Material Adverse Effect means with respect to any Contributor a material adverse effect on the ability of such Contributor to timely consummate the Contributions and to perform its obligations under this Agreement and the Ancillary Agreements.

Contributor Material Adverse Effect means any event, occurrence, fact, condition or change that is materially adverse to (a) the Terminal Assets taken as a whole, (b) Holding’s consolidated business, financial condition or assets, taken as a whole, or (c) the ability of the Contributors or Holdings to consummate the transactions contemplated hereby; provided, however, that “Contributor Material Adverse Effect” shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (i) general economic or political conditions; (ii) conditions generally affecting the industries in which the Terminal Assets are operated; (iii) any changes in financial, banking or securities markets in general, including any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates; (iv) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (v) any action required or permitted by this Agreement or any action taken (or omitted to be taken) with the written consent of or at the written request of Acquirer; (vi) changes in applicable Laws or accounting; (vii) the announcement of the transactions contemplated by this Agreement; or (viii) any failure by the Contributors or Holdings to meet any internal or published projections, forecasts or revenue or earnings predictions (provided that the underlying causes of such failures (subject to the other provisions of this definition) shall not be excluded), except to the extent such effects in the case of clauses (i), (ii), (iii), (iv) and (vi) above materially and disproportionately affect the Contributors or Holdings, as applicable, relative to other participants in the industry in which such person operates.

Contributor Material Adverse Effect or “Midstream Material Adverse Effect” set forth in any individual such representation or warranty) would not have a Midstream Material Adverse Effect;

Contributor Material Adverse Effect means (i) any material adverse effect, individually or in the aggregate, on the assets, business, financial condition or results of operations of the Contributor, or (ii) any material adverse effect that could adversely affect or delay the ability of the Contributor to perform its obligations hereunder or in connection with the Transactions.

Contributor Material Adverse Effect means any event, condition, change, development, circumstance or set of facts that, individually or in the aggregate with any other such events, conditions, changes, developments, circumstances or sets of facts, (i) has a material adverse effect on the business, financial condition or results of operations of the Contributed Entities or the Contributed Properties, taken as a whole, or (ii) prevents or materially delays the performance of the Contributor Parties’ obligations and covenants hereunder or the consummation by the Contributor Parties of the Transactions contemplated hereby and by the other Transaction Agreements; provided, however, that the term “Contributor Material Adverse Effect” shall not include any event, condition, change, development, circumstance or set of facts resulting from compliance by Contributor Parties with the terms of this Agreement and each other Transaction Agreement, or actions expressly permitted by this Agreement or expressly taken with the written consent of Acquiror Parent.