Material Adverse Effect on the Business definition

Material Adverse Effect on the Business means a material adverse effect on the liabilities, results of operations or financial condition of the Business considered as a whole.

Material Adverse Effect on the Business means any change, effect or circumstance (such item, an “Effect”) that (a) is, or reasonably could be expected to be, materially adverse to the Business Assets, financial condition or results of operations of the Business; 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 the Business: (i) any Effect that is the result of general market or political factors or economic factors affecting the economy as a whole, (ii) any Effect that is the result of factors generally affecting the industry or specific markets in which the Business competes (which Effect in the case of each of (i) and (ii) does not disproportionately affect Seller in any material respect), or (iii) any Effect arising out of or resulting from actions contemplated by the Parties in connection with this Agreement or that is attributable to the announcement or performance of this Agreement or the transactions contemplated by this Agreement (including a loss of customers or employees); or (b) materially impairs or delays, or reasonably could be expected to materially impair or delay, the ability of Seller to consummate the transactions contemplated by this Agreement or to perform its obligations under this Agreement.

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

Examples of Material Adverse Effect on the Business in a sentence

• No court, tribunal, governmental or statutory authority has issued any judgment, order, injunction, or decree, which has or is likely to have a Material Adverse Effect on the Business and/or Company’s Assets.

• Additionally, there shall be no other action, suit, claim, investigation or legal, administrative or arbitral proceeding , either pending or threatened, against the Seller or the Buyer, except as listed on Schedules 3.4 and 4.4. Further, there shall have been no change in any such action, suit, claim, investigation or legal, administrative or arbitral proceeding as listed on Schedules 3.4 and 4.4 that would have a Material Adverse Effect on the Business of the Seller or the Buyer.

• Neither the Company nor the Founders have been a party to any agreement, arrangement or practice which in whole or in part contravenes or is invalidated by any restrictive trade practices, fair trading, consumer protection or similar laws under the relevant jurisdiction or in respect of which any filing, registration or notification is required pursuant to Applicable Law (whether or not the same has in fact been made) and which would have a Material Adverse Effect on the Business and the Company.

• The Seller is not in violation of any decree, judgment, order, law or regulation of any court or other governmental body, which violation could have a Material Adverse Effect on the Business.

• Seller has all local, state and federal licenses, permits, registrations, certificates, contracts, consents, accreditations and approvals (collectively, the “Licenses and Permits”) necessary for Seller to occupy, operate and conduct the Business as now conducted and to own and operate the Assets, except to the extent the failure of possessing such items would not have a Material Adverse Effect on the Business, and there does not exist any waivers or exemptions relating thereto.

More Definitions of Material Adverse Effect on the Business

Material Adverse Effect on the Business has the meaning set forth in Section 3.1, as limited by Section 13.2.

Material Adverse Effect on the Business means any Effect that, when taken individually or together with all other Effects, is, or would reasonably be expected to be, materially adverse to the Business Assets, 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 the Business: (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 the Business 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 Seller’s existing or prospective customer, distributor or supplier relationships relating to the Business that Seller 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 the Business means any material adverse change in, or material adverse effect on, the assets, liabilities, business or operations of the Transferred Assets or the Business taken as a whole. Seller is currently a debtor-in-possession in the Bankruptcy Case pursuant to the Bankruptcy Code, and retains full authority and power to operate its business and affairs pursuant to Sections 1107 and 1108 of the Bankruptcy Code, with no trustee, examiner, facilitator or other officer or agent with similar authority or powers to a trustee, examiner or facilitator having been appointed in such Bankruptcy Case.

Material Adverse Effect on the Business means any circumstance, change in, or effect on (or any circumstance, change or effect involving a prospective change on) Seller (i) that is, or is reasonably likely in the future to be, materially adverse to the Purchased Assets, the Assumed Liabilities, the Business or the condition (financial or otherwise) of Seller, taken as a whole, excluding from the foregoing effect, if any, of (x) changes in general economic conditions or changes affecting the industry in which Seller operates or (y) any action or inaction required of Seller by this Agreement; or (ii) that would reasonably be expected to prevent or materially delay or impair the ability of Seller to consummate the transactions contemplated by this Agreement.

Material Adverse Effect on the Business shall both mean 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 Business, or the financial condition or operating results of the Business or the ability of Seller to consummate the transactions which it is required to consummate hereunder; and the phrase "Material Adverse Effect on Buyer" shall mean 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 financial condition or operating results of Buyer or the ability of Buyer to consummate the transactions which it is required to consummate hereunder.

Material Adverse Effect on the Business means any event, occurrence, fact, condition, change, development or effect that, individually or in the

Material Adverse Effect on the Business means any event, change or effect that, when taken individually or together with all other adverse events, changes and effects, is or is reasonably likely (a) to be materially adverse to the Purchased Assets, the Assumed Liabilities or the Business; or (b) to prevent or materially delay consummation of the Transaction or otherwise to prevent a party from performing its obligations under this Agreement; 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 the Business: any event change or effect (A) (i) that is the result of general market or political or economic factors affecting the economy as a whole; (ii) that is the result of factors generally affecting the industry or specific markets in which the Business competes; or (iii) 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 or acts of God; or (B) with respect to Article 8, Section 9.2(d) and Article 10 only, that is the result of the items listed on Schedule 8.