Purchaser Material Adverse Change means any effect or change that would be (or could reasonably be expected to be) materially adverse to the business, assets, condition (financial or otherwise), operating results, operations, or business prospects of the Purchaser and its Subsidiaries, taken as a whole, or to the ability of the Purchaser to consummate timely the transactions contemplated hereby (regardless of whether or not such adverse effect or change can be or has been cured at any time or whether the other parties hereto have knowledge of such effect or change on the date hereof).
Purchaser Material Adverse Change or “Purchaser Material Adverse Effect” means a Material Adverse Change or a Material Adverse Effect with respect to Purchaser and its Affiliates, taken as a whole.
Purchaser Material Adverse Change means any change, event, occurrence, circumstance, condition, effect, development or state of facts that is or is reasonably likely to be, individually or in the aggregate, a material impairment in the ability of the Purchaser to perform its obligations under this Agreement and the Transaction Documents to which it is a party or on the ability of the Purchaser to consummate the Transactions.
Examples of Purchaser Material Adverse Change in a sentence
There is no Action pending or, to the Purchaser’s knowledge, threatened against the Purchaser or its properties, assets or businesses, or Order to which the Purchaser is subject which would result in a Purchaser Material Adverse Change.
The representations and warranties of Purchaser and Merger Sub set forth in Article VI (without giving effect to any materiality or Purchaser Material Adverse Change qualifiers set forth therein) shall be true and correct at and as of the Closing Date as if made on the Closing Date, except where the failure of such representations and warranties to be so true and correct would not have a Purchaser Material Adverse Change.
The Purchaser is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would cause a Purchaser Material Adverse Change.
The Governor’s capital budget includes $35.1 million to build a new hospital at the Pastore Center, including $0.6 million in FY 2012.
Between the Execution Date and the Closing Date, (i) Seller shall inform Purchaser in writing within a commercially reasonable period of time following the occurrence of any Material Adverse Change, and (ii) Purchaser shall inform Seller in writing within a commercially reasonable period of time following the occurrence of any Purchaser Material Adverse Change.
More Definitions of Purchaser Material Adverse Change
Purchaser Material Adverse Change means a material adverse change in the ability of Purchaser to perform its obligations under this Agreement or the other Transaction Documents to which it is a party or on the ability of Purchaser to consummate the Transactions.
Purchaser Material Adverse Change means any event, change, effect, development, state of facts, condition, circumstance or occurrence that, individually or in the aggregate with other events, effects, developments, state of facts, conditions, circumstances or occurrences would or would reasonably be expected to have a material adverse effect on the business, results of operations, assets, liabilities or financial condition of the Purchaser and its Subsidiaries, taken as a whole; except to the extent that such material adverse effect results from any of the following:
Purchaser Material Adverse Change means any effect, change or circumstance that, individually or in the aggregate, has a material adverse effect with respect to the business or the assets and the liabilities (taken as a whole) or the financial condition or the results of operations (taken as a whole) of the Purchaser and Parent, taken as a whole; provided, however, that, for purposes of this Agreement, Parent Material Adverse Change shall not include any effect, change or circumstance, that individually or in the aggregate, results from seasonal changes or any change in general economic or business conditions or events or changes to the extent that they generally affect the industry or markets in which the Parent operates
Purchaser Material Adverse Change and “Purchaser Material Adverse Effect” means any change, event, circumstance, condition or effect that (a) is or is reasonably likely to be or become, individually or in the aggregate, materially adverse to the condition (financial or otherwise), assets (including Intellectual Property or other intangible assets), Liabilities (including those relating to Intellectual Property), business or results of operations of the Purchaser; provided, however, that in no event shall any of the following be deemed, either alone or in combination, to constitute, nor shall any of the following be taken into account in determining whether there has been, a Purchaser Material Adverse Change or Purchaser Material Adverse Effect: (i) changes in general economic conditions, (ii) changes affecting the Purchaser’s industry generally, (iii) acts of war or terrorism, (iv) changes resulting or arising from any public announcement of this Agreement, which is not in violation of the Confidentiality Agreement or the terms of this Agreement or any Ancillary Agreement, or the pendency of this Agreement or any of the transactions contemplated herein or therein, (v) changes in applicable Law or GAAP occurring after the Agreement Date (provided that in the case of clauses (i), (ii), (iii), and (v), such change, effect, event, circumstance, or condition does not affect the Company in a materially disproportionate manner relative to other companies operating in the industry in which the Purchaser operates), or (vi) the taking by the Purchaser of any action consented to or requested by the Company in writing prior to the taking of such action after the Agreement Date; or (b) materially impedes or delays the Purchaser’s ability to consummate the transactions contemplated by this Agreement in accordance with the terms and conditions of this Agreement and applicable Laws. ** ** Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
Purchaser Material Adverse Change mean any circumstance, event, or series of circumstances or events, of whatever nature (other than any change in economic, regulatory or industry conditions generally) which together or individually (a) would reasonably be expected to have a material adverse effect on the operations, Liabilities, value or condition (financial or otherwise) of Purchaser or its business, or (b) would reasonably be expected to render it impossible for Purchaser to consummate the transactions contemplated under this Agreement or under any of the Transaction Documents. Section 9.16 Schedule 9.16 Items. The term "Schedule 9.16 Items" means the facts, matters and items set forth in Schedule 9.16 hereto. Section 9.17
Purchaser Material Adverse Change means any effect, change or circumstance that, individually or in the aggregate, has a material adverse effect with respect to the business or the assets and the liabilities (taken as a whole) or the financial condition or the results of operations (taken as a whole) of the Purchaser and Parent, taken as a whole; provided, however, that, for purposes of this Agreement, Parent Material Adverse Change shall not include any effect, change or circumstance, that individually or in the aggregate, results from seasonal changes or any change in general economic or business conditions or events or changes to the extent that they generally affect the industry or markets in which the Parent operates (c) No Waiver. Notwithstanding anything in this Agreement to the contrary, except as otherwise provided in Section 8(e)(iv), in the event that parties consummates the transactions contemplated hereby and effectuates the Closing, such action shall in no way and at no time be considered a waiver or release of any breach of any representation, warranty or covenant of the Company or Sellers or Purchaser, and Purchaser and Sellers shall retain any and all rights and remedies it may have against the Company or Sellers or Purchaser, as the case may be, including, without limitation, the right to indemnification pursuant to Section 12 hereof. 10.
Purchaser Material Adverse Change means an event, condition, action or occurrence that would have or would reasonably be expected to have, individually or in the aggregate, a material adverse effect with respect to (A) the business, assets and liabilities (taken together), results of operations, condition (financial or otherwise) or prospects of Purchaser and its Subsidiaries on a consolidated basis except to the extent that such adverse effect results from (i) general economic, regulatory or political conditions or changes therein in the United States or the other countries in which Purchaser and its Subsidiaries operates (including, without limitation, changes in applicable laws or regulations); (ii) financial or securities market fluctuations or conditions; or (iii) changes in, or events or conditions affecting, the petroleum drilling or services industries generally (including, without limitation, changes resulting from the price of oil, gas, natural gas liquids or other hydrocarbon products); or (B) the ability of Purchaser to consummate the transactions contemplated by this Agreement or fulfill the conditions to closing set forth in Article 6.