Originator Material Adverse Effect definition
Originator Material Adverse Effect means a material adverse effect on (i) the business, property, condition (financial or otherwise) or results of operations of Jarden and its Subsidiaries taken as a whole, (ii) the ability of any Originator or the Performance Guarantor to perform its obligations under the Agreement or any other Transaction Document to which it is a party, (iii) the legality, validity or enforceability of the Agreement or any other Transaction Document, (iv) the interest of Buyer or the Administrator (on behalf of the Lender) in the Receivables generally or in any significant portion of the Receivables, the Related Security or Collections with respect thereto, or (v) the validity, enforceability or collectibility of the Receivables generally or of any material portion of the Receivables.
Originator Material Adverse Effect means, with respect to any event or circumstance, a material adverse effect on:
Originator Material Adverse Effect means any event, change or condition that, individually or in the aggregate, has had, or would reasonably be expected to have a material adverse effect on (i) the Receivables sold by it hereunder, (ii) the ability of the Originator to perform its obligations under this Agreement and any other Loan Document to which the Originator is a party; or (iii) the material rights and remedies of the Administrative Agent (as Buyer’s assignee for the benefit of the Secured Parties under the ABL Credit Agreement) under this Agreement and the other Loan Documents, including the legality, validity, binding effect or enforceability of this Agreement and the other Loan Documents; provided that, solely prior to the Exit ABL Facility Effective Date, in no event will the commencement of the New Chapter 11 Cases as contemplated by the Interim Order be considered an Originator Material Adverse Effect.
Examples of Originator Material Adverse Effect in a sentence
The occurrence of any event or condition that has had, or could reasonably be expected to have, an Originator Material Adverse Effect.
Such Originator has complied with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably be expected to have an Originator Material Adverse Effect.
Other than any liability incident to any litigation, arbitration or proceeding that could not reasonably be expected to have an Originator Material Adverse Effect, such Originator and its Subsidiaries have no material contingent obligations not provided for or disclosed in the footnotes to its financial statements delivered prior to the Closing Date.
Such Originator will preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified in good standing as a foreign entity in each jurisdiction where its business is conducted, except where the failure to so qualify or remain in good standing could not reasonably be expected to have an Originator Material Adverse Effect.
Since December 31, 2005, no event has occurred that would have an Originator Material Adverse Effect.
More Definitions of Originator Material Adverse Effect
Originator Material Adverse Effect means (a) a material adverse change in, or material adverse effect upon, the operations, business, Property or condition (financial or otherwise) of the Originators taken as a whole, (b) a material impairment of, or material adverse effect upon, the ability of any Originator to fully and timely perform its obligations under any Sale Document, (c) a material adverse effect upon (i) the legality, validity, binding effect or enforceability against any Originator of any Sale Document to which it is a party or the rights, remedies and benefits, taken as a whole, of the Buyer or any Secured Party under any Sale Document or (ii) the perfection or priority of any Lien granted under any Sale Document, or (d) the issuance or entering of a stay, order, judgment, cease and desist order, injunction, temporary restraining order, or other judicial or non-judicial sanction, order or ruling against any Originator that has a material adverse impact on such Person’s right or ability to hold, own, purchase, sell, pledge, service or enforce Eligible Receivables, which is not resolved, stayed, vacated or discharged within 30 days after being rendered.
Originator Material Adverse Effect means any event, change or condition that, individually or in the aggregate, has had, or would reasonably be expected to have a material adverse effect on (i) the Subject Receivables sold by it hereunder, (ii) the ability of the Originator to perform its obligations under this Agreement and any other Loan Document to which the Originator is a party; or (iii) the material rights and remedies of the Borrower (as Buyer’s assignee) or the Administrative Agent (as ▇▇▇▇▇▇▇▇’s assignee for the benefit of the Secured Parties under the ABL Credit Agreement) under this Agreement and the other Loan Documents to which the Originator is a party, including the legality, validity, binding effect or enforceability of this Agreement and such other Loan Documents.
Originator Material Adverse Effect means a material adverse effect on (i) on the business, property, condition (financial or otherwise) or results of operations of the Originators and their Subsidiaries taken as a whole, (ii) the ability of any Originator to perform its obligations under the Agreement or any other Transaction Document to which it is a party, (iii) the legality, validity or enforceability of the Agreement or any other Transaction Document, (iv) any Originator's, Buyer's, Borrower's, Administrator's or Lender's interest in the Receivables generally or in any significant portion of the Receivables, the Related Security or Collections with respect thereto, or (v) the collectibility of the Receivables generally or of any material portion of the Receivables.
Originator Material Adverse Effect is defined in Exhibit IV to the Sale Agreement.
Originator Material Adverse Effect means, with respect to any Originator, (a) a material adverse effect on the business, operations, assets, liabilities (actual or contingent) or financial condition of Targa and its Restricted Subsidiaries, taken as a whole, (b) a material adverse effect on the ability of such Originator to perform its obligations under any Transaction Document to which such Originator is a party, (c) a material adverse effect on the rights and remedies of the Company, the Administrator, the Purchaser Agents or the Purchasers, as applicable under any Transaction Document or (d) a material adverse effect on the status, perfection, enforceability or priority of the Company’s or the Administrator’s, any Purchaser’s or any Purchaser Agent’s interest in the Sold Receivables or Related Security with respect thereto.
Originator Material Adverse Effect means, with respect to any Originator, (i) any material impairment of such Originator's ability to perform any of its material obligations or to comply with or conduct its business in accordance with any of its material representations, warranties, covenants or agreements under any Related Document or (ii) any material impairment of the interests, rights or remedies of the Lender against or with respect to such Originator, in the Receivables or under any Related Document.
Originator Material Adverse Effect means a material adverse effect on (a) the properties, business, operations, assets, liabilities (actual or contingent) or condition (financial or otherwise) of the Performance Guarantor and its Subsidiaries, taken as a whole, (b) the ability of the Performance Guarantor or any Originator to perform its obligations under the Transaction Documents to which it is a party, (c) the legality, validity, binding effect or enforceability against the Performance Guarantor or any Originator of any Transaction Document to which it is a party, (d) the rights and remedies of the Administrative Agent or any Purchaser under the Transaction Documents, (e) the Buyer’s ownership interest in the Receivables originated by any Originator generally or in any significant portion of such Receivables, the Related Security or Collections with respect thereto, or (f) the collectability of the Receivables originated by any Originator generally or of any material portion of such Receivables.