Gxxxx Xxxxxxxx Adverse Effect definition

Gxxxx Xxxxxxxx Adverse Effect means a material adverse effect on the business, assets (including intangible assets), liability, financial condition, property, prospects or results of operations of the Group, taken as a whole;

Examples of Gxxxx Xxxxxxxx Adverse Effect in a sentence

• Each Group Company is in compliance with all applicable Laws in all aspects, except for those noncompliance where the failure to do so would not individually or in the aggregate have a Gxxxx Xxxxxxxx Adverse Effect.

• The representations and warranties of the Seller contained in Section 3 shall be true, correct and complete in all material respects as of such Closing, except where such breach of representations and warranties, individually or in the aggregate, could not reasonably be expected to result in a Gxxxx Xxxxxxxx Adverse Effect.

• The Company is duly qualified to transact business and is in good standing as a foreign company in each jurisdiction in which it owns or leases property or conducts any business so as to require such qualification, except for those jurisdictions where the failure to be so qualified and in good standing would not individually or in the aggregate have a Gxxxx Xxxxxxxx Adverse Effect.

• The representations and warranties of the Seller contained in Section 3 shall be true, correct and complete in all material respects as of such Closing, except where such breach of representations and warranties, individually or in the aggregate, could not reasonably be expected to result in a Target Gxxxx Xxxxxxxx Adverse Effect.

• The Target Company is duly qualified to transact business and is in good standing as a foreign company in each jurisdiction in which it owns or leases property or conducts any business so as to require such qualification, except for those jurisdictions where the failure to be so qualified and in good standing would not individually or in the aggregate have a Target Gxxxx Xxxxxxxx Adverse Effect.

• The representations and warranties of the Company contained in Section 4 shall be true, correct and complete in all material respects as of such Closing, except where such breach of representations and warranties, individually or in the aggregate, could not reasonably be expected to result in a Gxxxx Xxxxxxxx Adverse Effect.

• Each Target Group Company is in compliance with all applicable Laws in all aspects, except for those noncompliance where the failure to do so would not individually or in the aggregate have a Target Gxxxx Xxxxxxxx Adverse Effect.

• Since the date of this Agreement, no Company Gxxxx Xxxxxxxx Adverse Effect shall have occurred.

• Each of the Transfer Group Companies has all Permits from any Governmental Authority that are required to operate its respective business, except for those the absence of which does not have and would not reasonably be expected to have, individually or in the aggregate, a Transfer Gxxxx Xxxxxxxx Adverse Effect.

• Except as set forth on Schedule 4.21, all such intellectual property is in full force and effect and will not cease to be in full force and effect in accordance with its terms by virtue of the consummation of the transactions contemplated by this Agreement, except where such failures do not have and would not reasonably be expected to have, individually or in the aggregate, a Transfer Gxxxx Xxxxxxxx Adverse Effect.