Material Adverse Effect on Seller definition

Material Adverse Effect on Seller means any circumstance, change in, or effect on Seller that is materially adverse to the Business or the Acquired Assets or to the ability of Seller to consummate the transactions contemplated by this Agreement, provided that neither of the following shall be deemed, either alone or in combination, to constitute a Material Adverse Effect on Seller: (i) a change that results from conditions affecting the digital broadcast video server industry generally, and (ii) changes in the amount of or nature of Backlog or Finished Goods Inventory.

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Material Adverse Effect on Seller 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 the Acquired Companies and their respective Subsidiaries, taken as a whole, or (b) that will, or would reasonably be expected to, prevent or materially impair the ability of Seller to consummate the transactions contemplated by this Agreement before the Outside Date; provided, however, that for purposes of clause (a), “Material Adverse Effect on Seller” 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 the Acquired Companies to meet any internal or external 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 Seller), (ii) any changes that affect the industries in which the Acquired Companies and their respective 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 Buyer, (viii) earthquakes, hurricanes, floods or other natural disasters, (ix) changes in Law or GAAP (or the interpretation thereof), or (x) any loss of one or more agents, producers, brokers, registered representatives or employees, which in the case of each of clauses (ii), (iii), (iv), (v) and (ix) do not disproportionately affect the Acquired Companies and their respective Subsidiaries, taken as a whole, relative to others in the industries in which the Acquired Com...

Material Adverse Effect on Seller means any facts, events, change, circumstance or occurrence that results in or could reasonably be expected to result in (i) a material adverse effect on the value of the Purchased Assets, taken as a whole, or a material increase in the amount of Assumed Liabilities, taken as a whole, (ii) a material adverse effect on the business, assets, liabilities, operations, condition (financial or otherwise) or prospects of the Business, or (iii) a material adverse effect on the ability of Seller to consummate the transactions contemplated by this Agreement or perform its obligations under this Agreement or the Ancillary Agreements.

Examples of Material Adverse Effect on Seller in a sentence

Since the delivery of such data, except as otherwise disclosed in writing to Buyer, there has been no change in the financial position of Seller or the Purchased Assets, or in the results of operations of Seller, which change is reasonably likely to have a Material Adverse Effect on Seller.
There has been no material adverse change in the business, operations, financial condition, properties or prospects of Seller or its Affiliates since the date set forth in the most recent financial statements supplied to Buyer that is reasonably likely to have a Material Adverse Effect on Seller.
To Seller’s knowledge, Seller is not in default with respect to any order, writ, injunction, decree, ruling or decision of any court, commission, board or other government agency, except for such order, writ, injunction, decree, ruling or decision which would not have a Material Adverse Effect on Seller.
Each of the Seller Subsidiaries is duly qualified to do business in each jurisdiction where its ownership or leasing of property or the conduct of its business requires it so to be qualified, except where the failure to so qualify would not have a Material Adverse Effect on Seller and the Seller Subsidiaries, taken as a whole.
All returns, reports, plans and filings of any kind or nature necessary to be filed by Seller with any governmental agency or authority have been properly completed and timely filed in compliance with all applicable requirements, except where failure to so file would not have a Material Adverse Effect on Seller.
Since the delivery of such data, except as otherwise disclosed in writing to Buyer, there has been no change in the financial position of Seller or the Purchased Loans, or in the results of operations of Seller, which change is reasonably likely to have in a Material Adverse Effect on Seller.
Seller is duly qualified to do business as a foreign corporation and is in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification; except where the failure to be so qualified or in good standing in such jurisdiction would not reasonably be expected to have a Material Adverse Effect on Seller.
Seller is duly qualified to conduct business and is in corporate good standing under the laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect on Seller.
Seller and the Seller Subsidiaries have performed all obligations required to be performed by any of them under, are not in any respect in default under or in violation of, and Seller and the Seller Subsidiaries have no knowledge of any default or violation by any party to, any Plan, except where such failures, defaults or violations would not, individually or in the aggregate, have a Material Adverse Effect on Seller and the Seller Subsidiaries, taken as a whole.
None of the proceedings, claims, actions or governmental or regulatory investigations set forth on Section 3.9(a) of the Seller Disclosure Schedule would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Seller.

More Definitions of Material Adverse Effect on Seller

Material Adverse Effect on Seller means, any effect that (i) is material and adverse to the financial position, results of operations, business, operations, or prospects of Seller and Seller Bank taken as a whole or (ii) would materially impair the ability of Seller or Seller Bank to perform its obligations under this Agreement; provided, however, that Material Adverse Effect on Seller shall not be deemed to include the impact of (a) changes in bank and similar laws of general applicability to banking institutions or their holding companies or subsidiaries generally or interpretations thereof by Governmental Entities, or other changes affecting bank institutions generally, including changes in general economic conditions and changes in prevailing interest and deposit rates, (b) changes in national or international political or social conditions including the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon or within the United States, or any of its territories, possessions or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States, (c) changes in GAAP or regulatory accounting requirements applicable to banks or their holding companies or subsidiaries generally, but with respect to clauses (a), (b) and (c) above, only to the extent that such changes do not materially affect Seller and Seller Bank differently from other similarly situated banking institutions and their holding companies, (d) changes resulting from Transaction Expenses, and (e) actions or omissions of Seller or Seller Bank taken with the prior written consent of Buyer or as expressly permitted by this Agreement.

Material Adverse Effect on Seller 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 Purchased Assets or the Seller's business, or the Seller's assets, liabilities, financial condition or operating results of its business or the ability of Seller to consummate the transactions which it is required to consummate hereunder.

Material Adverse Effect on Seller shall have the meaning set forth in Section 4.2(b), second paragraph.