Material Adverse Circumstance definition

Material Adverse Circumstance means any event or circumstance (individually or when taken into consideration with any other facts or circumstances then in existence and including without limitation, economic, technical or political) that has a material and adverse effect on: (a) the business, operations, property, condition (financial or otherwise) or prospects of the Buyer, and/or any holding company of the Buyer; or (b) the ability of the to perform any of its: i. obligations under the Agreement; or ii. the validity or enforceability of, or the effectiveness or ranking of any credit support provided by or on behalf of the Buyer under the Agreement.

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Material Adverse Circumstance means any fact, circumstance or condition that has, or would reasonably be expected to have, a material adverse effect on the Business, operations, assets or financial condition of the Company, but excluding any fact, circumstance or condition that (i) is generally applicable to the United States economy or securities, financial or capital markets, (ii) subject to Section 10.3, is set forth in the applicable Section of the Seller Disclosure Schedule or (iii) results from the execution of this Agreement or the announcement of this Agreement or the transactions contemplated hereby or the identity of Buyer; PROVIDED that in no event shall the non-renewal or termination of any Contract with Verizon Wireless, any of its Controlled Affiliates in the United States of America or Cingular (or a material reduction in revenue from such Persons) be deemed a Material Adverse Circumstance.

Material Adverse Circumstance means any fact, circumstance or condition that has or would reasonably be expected to have a material adverse effect on the business, assets, liabilities, properties, financial condition or results of operations of the Acquired Business, but shall not include any fact, circumstance or condition involving Assumed Liabilities or any fact, circumstance or condition (a) that results from the execution or announcement of this Agreement or occurring by reason of any actions taken by Buyer following the date of this Agreement, (b) that is generally applicable in (i) the United States economy, (ii) the United States or global financial or capital markets or (iii) the healthcare industry and/or the segment of the healthcare industry that is responsible for processing or administration of healthcare claims or (c) that results from or relates to any acts of terrorism.

Examples of Material Adverse Circumstance in a sentence

There is no organized labor strike, dispute, slowdown or stoppage, or collective bargaining or unfair labor practice claim, pending or, to the knowledge of Seller, threatened against or affecting the Company or the Business that constitutes or would constitute a Material Adverse Circumstance.
The Company is duly qualified or licensed to do business as a foreign corporation in good standing in all jurisdictions in which the character or the location of its owned or leased assets or the nature of the business it conducts requires licensing or qualification, except where the failure to be so qualified or licensed is not a Material Adverse Circumstance.
To the knowledge of Seller, Section 2.9 of the Seller Disclosure Schedule lists each Order and each Action that (i) involves a claim or potential claim of liability in excess of $250,000 against or affecting the Company or any of its tangible properties or assets or (ii) enjoins or seeks to enjoin any activity by the Company if such injunction constitutes, or if entered would constitute, a Material Adverse Circumstance.
The mere inclusion of an item in a Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Seller that such item represents an exception or material fact, event or circumstance or that such item is reasonably likely to constitute a Material Adverse Circumstance.
Since September 30, 2001 there has not been, occurred or arisen any change in or event affecting the Company that constitutes a Material Adverse Circumstance.
As of the date hereof, there is no Order or Action pending or, to the knowledge of Seller, threatened against or affecting the Company that individually or when aggregated with one or more other Orders or Actions would (i) reasonably be expected to have a material adverse effect on the ability of Seller to consummate the transactions contemplated by this Agreement and the Related Agreements or (ii) constitute a Material Adverse Circumstance.
The execution, delivery and performance of this Agreement by the Seller will not require any Approvals to be obtained, except for any such Approvals the failure of which to receive would not in the aggregate constitute a Material Adverse Circumstance or have a material adverse effect on the ability of the Seller to consummate the transactions contemplated by this Agreement.
As of the date hereof, there is no Action pending or, to the Knowledge of Seller, threatened against the Company that relates to the Acquired Business and (a) involves a claim or potential claim of liability in excess of $200,000, (b) enjoins or seeks to enjoin any significant activity by the Company or (c) individually or in the aggregate with one or more other Actions, would constitute a Material Adverse Circumstance.
There is no Claim pending or, to the knowledge of the Purchaser, after due inquiry, threatened in writing against or involving Purchaser or any of Purchaser's assets or properties before any court, arbitrator or Governmental Entity, which could result in a Material Adverse Circumstance.
The Company is not a party to, nor is it subject to the provisions of, any Governmental Order that would constitute a Material Adverse Circumstance.

More Definitions of Material Adverse Circumstance

Material Adverse Circumstance means any fact, circumstance or ----------------------------- condition that would reasonably be expected to have a material adverse effect on the Business, or on the operations, assets or financial condition of the Company, but excluding (i) any event or change that generally affects companies involved in the environmental remediation business or is generally applicable to the United States economy or securities markets, (ii) any fact, circumstance or condition that is specifically identified as a potential Material Adverse Circumstance in a Schedule hereto or (iii) any fact, circumstance or condition that results from the execution of this Agreement, the announcement of this Agreement or the transactions contemplated hereby or the identity of Purchaser.

Material Adverse Circumstance means any event, condition, obligation, liability or circumstance or set of events, conditions, obligations, liabilities or circumstances or any change(s), including, without limitation, changes in federal or state laws or regulations, which (i) has, had or would reasonably be expected to have any material adverse effect upon or change in the profitability, validity or enforceability of this Agreement or the transactions contemplated by this Agreement, taken as a whole, or (ii) has been or would reasonably be expected to materially impair the ability of FC Diversified or Servicing to perform their respective obligations under this agreement or the transactions contemplated hereby.

Material Adverse Circumstance means (a) with respect to Outback, any fact, circumstance or condition that would reasonably be expected to have a material adverse effect on the Business, or on the operations, assets or financial condition of Outback, in either case taken as a whole, but excluding any fact, circumstance or condition that (i) is generally applicable to the industries in which Outback operates, (ii) is generally applicable to the economy or securities markets, (iii) is set forth in a Schedule hereto, or (iv) results from the transactions contemplated hereby or the identity of Purchaser; and (b) with respect to the Purchaser, any fact, circumstance or condition that would reasonably be expected to have a material adverse effect on the Business, or on the operations, assets or financial condition of the Purchaser, in either case taken as a whole, but excluding any fact, circumstance or condition that (i) is generally applicable to the industries in the Purchaser operates, (ii) is generally applicable to the economy or securities markets, (iii) is set forth in a Schedule hereto, or (iv) results from the transactions contemplated hereby.