Material Adverse Effect on Buyer means a material adverse effect on, or change in, the business, financial condition, net worth, assets, liabilities, personnel, operations, or results of operations of Buyer or the ability of Buyer to execute, deliver, or perform this Agreement and any of the other agreements and documents contemplated hereby to which Buyer is a party.
Material Adverse Effect on Buyer has the meaning set forth in Section 5.4.
Material Adverse Effect on Buyer means any event, circumstance, change, effect, development, condition or occurrence (a) that has a material adverse effect on the assets, liabilities, business, financial condition or results of operations of Buyer and its Subsidiaries, taken as a whole, or (b) that will, or would reasonably be expected to, prevent or materially impair the ability of Buyer to consummate the transactions contemplated by this Agreement before the Outside Date; provided, however, that for purposes of clause (a) “Material Adverse Effect on Buyer” shall not include any event, circumstance, change, effect, development, condition or occurrence to the extent arising out of or resulting from (i) any failure of Buyer to meet any projections or forecasts or any estimates of earnings, revenues or other metrics for any period (provided that any event, circumstance, change, effect, development, condition or occurrence giving rise to such failure may be taken into account in determining whether there has been a Material Adverse Effect on Buyer), (ii) any changes that affect the industries in which Buyer and its Subsidiaries operate generally, (iii) any changes in the United States or global economy or capital, financial or securities markets generally, including changes in interest or exchange rates, (iv) any changes in the legal, regulatory or political conditions in the United States or in any other country or region of the world, (v) the commencement, escalation or worsening of a war or armed hostilities or the occurrence of acts of terrorism or sabotage occurring after the date hereof, (vi) the execution and delivery of this Agreement, or the public announcement of the transactions contemplated hereby, (vii) the taking of any action expressly required by, or the failure to take any action expressly prohibited by, this Agreement, or the taking of any action at the written request or with the prior written consent of Seller, (viii) earthquakes, hurricanes, floods or other natural disasters, or (ix) changes in Law or GAAP (or the interpretation thereof), which in the case of each of clauses (ii), (iii), (iv), (v) and (ix) do not disproportionately affect Buyer and its Subsidiaries, taken as a whole, relative to others in the industries in which Buyer and its Subsidiaries operate, and in the case of clause (viii) do not disproportionately affect Buyer and its Subsidiaries, taken as a whole, relative to others in the industries in which Buyer and its Subsidiaries operate, in the geographi...
Examples of Material Adverse Effect on Buyer in a sentence
There are no governmental orders applicable to Buyer which have had a Material Adverse Effect on Buyer.
Buyer has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not have a Material Adverse Effect on Buyer.
Buyer is qualified to transact business as a foreign entity and is in good standing under the Laws of each jurisdiction in which the nature of its business or the ownership or leasing of its properties requires such qualification, except where the failure to so qualify has not and would not reasonably be expected to have a Material Adverse Effect on Buyer.
Buyer is in possession of all Approvals necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being or currently planned by Buyer to be conducted, except where the failure to have such Approvals could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Buyer.
Buyer is duly qualified to do business, and in good standing, in each jurisdiction in which the character of the properties owned or leased by it or in which the conduct of its business requires it to be so qualified, except where the failure to be so qualified or to be in good standing would not have a Material Adverse Effect on Buyer.
More Definitions of Material Adverse Effect on Buyer
Material Adverse Effect on Buyer has the meaning set forth in Section 4.5, as limited by Section 13.2.
Material Adverse Effect on Buyer means a material adverse effect on the business, properties, operations, assets, condition (financial or otherwise) or operating results of the Buyer.
Material Adverse Effect on Buyer means any change, effect or circumstance (such item, an “Effect”) that, when taken individually or together with all other Effects, is, or would reasonably be expected to be, materially adverse to the condition (financial or otherwise), properties, assets, liabilities, business or operations of Buyer and its subsidiaries, taken as a whole; provided, however, that in no event shall any of the following be taken into account in determining whether there has been or will be a Material Adverse Effect on Buyer: (A) any Effect that is the result of general market or political factors or economic factors affecting the economy as a whole, (B) any Effect that is the result of factors generally affecting the industry or specific markets in which Buyer competes, (C) any Effect that is the result of an outbreak or escalation of hostilities involving the United States, the declaration by the United States of a national emergency or war, or the occurrence of any acts of terrorism, (D) any Effect arising out of or resulting from the actions expressly contemplated by the Parties in connection with this Agreement, or (E) any Effect resulting from the loss, diminution or disruption of Buyer’s existing or prospective customer, distributor or supplier relationships that Buyer successfully bears the burden of proving directly results from or is directly attributable to the public announcement of the transactions contemplated by this Agreement.
Material Adverse Effect on Buyer has the meaning set forth in Section 5.4, as limited by Section 14.1, of the Master Agreement.
Material Adverse Effect on Buyer means a circumstance, state of facts, event, consequence or result that materially and adversely affects, or could reasonably be expected to affect materially and adversely the ability of Buyer to consummate the transactions which it is required to consummate hereunder.
Material Adverse Effect on Buyer means any effect that is materially adverse to the financial condition or results of operations of Buyer and its subsidiaries taken as a whole; provided, however, that (i) any adverse effect arising from or relating to general business or economic conditions shall not be deemed to constitute, and shall not be taken into account in determining whether there has been, a "Material Adverse Effect on Buyer," (ii) any adverse effect arising from or relating to conditions affecting the lodging or hospitality industry generally shall not be deemed to constitute, and shall not be taken into account in determining whether there has been, a "Material Adverse Effect on Buyer," and (iii) any adverse effect arising from or relating to the Reorganization Transactions, the Excluded Asset Distribution Transactions or the taking of any action contemplated or permitted by this Agreement or any of the other Transaction Documents shall not be deemed to constitute, and shall not be taken into account in determining whether there has been, a "Material Adverse Effect on Buyer."
Material Adverse Effect on Buyer means a change, event, violation, inaccuracy, circumstance or effect that materially and adversely affects Buyer taken as a whole, or the ability of Buyer to consummate the transactions which it is required to consummate hereunder, except as results primarily from (i) the effect of the public announcement, pendency or consummation of the transactions contemplated hereby, or (ii) changes in general economic conditions or changes affecting the industry generally in which Buyer operates (provided that such changes do not affect Buyer in a disproportionate manner); provided, however, that with respect to the foregoing clauses (i) and (ii), Seller shall bear the initial burden of proof of establishing that any such change, event, violation, inaccuracy, circumstance or effect is not attributable or does not result primarily from the effect of the public announcement, pendency or consummation of the transactions contemplated hereby or changes in general economic conditions or changes affecting the industry generally in which Buyer operates.