Seller MAE definition
Seller MAE means, with respect to a Seller, any Effect that, individually or in the aggregate with other Effects, would reasonably be expected to have a material adverse effect on its obligations under this Agreement or the Ancillary Agreements to consummate the Closing.
Seller MAE means a single event, occurrence or fact that, together with all other events, occurrences and facts, would have, or would reasonably be expected to have, (x) a material adverse effect on the condition, business, or operations of the Assets considered as a whole or (y) a material adverse effect on the ability of the Buyer to operate the Business after the Closing Date.
Seller MAE means any event, effect, circumstance, change, occurrence, fact or development that is materially adverse to the business or financial condition of the GA Business or the consummation of the transactions contemplated by this Agreement, in each case taken as a whole; provided, however, that the foregoing will not include any event, effect, circumstance, change, occurrence, fact or development resulting from or relating to (i) general business or economic conditions, (ii) 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 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, (iii) financial, banking or securities markets in general, including any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates; (iv) any action required or permitted by this Agreement or any action taken (or omitted to be taken) with the written consent of or at the written request of Purchaser; (v) any matter of which Purchaser is aware on the date hereof; (vii) the announcement, pendency or completion of the transactions contemplated by this Agreement, including losses or threatened losses of employees, customers, suppliers, distributors or others having relationships with the Company; (ix) any failure by the Company to meet any internal or published projections, forecasts or revenue or earnings predictions; (x) any epidemics, pandemics, disease outbreaks, public health emergencies, or other force majeure events, or (xi) the price or value of Bitcoin.
Examples of Seller MAE in a sentence
The Seller is duly qualified or licensed to transact business as a foreign corporation and is in good standing in all jurisdictions in which the Seller, the character of the Assets or the nature of the Business currently conducted by it requires it so to be qualified or licensed except where the failure to be so qualified or licensed would not reasonably be expected to result in a Seller MAE.
Employees with four (4) or more years of seniority, as of the cut-off date of June will received of their gross annual earnings or three (3) weeks vacation with pay.
Seller is duly qualified as a foreign corporation to transact business, and is in good standing, in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be duly qualified does not and would not have a Seller MAE.
Seller is in compliance with the terms of the Seller Permits except where the failure to so comply could not reasonably be expected to have a Seller MAE.
As of the date hereof, Seller has no liabilities, absolute or contingent, that may reasonably be expected to have a Seller MAE, except (i) those incurred in the ordinary course of business consistent with past operations and not relating to the borrowing of money and (ii) those set forth in Schedule 2.2(e).
More Definitions of Seller MAE
Seller MAE means a material adverse effect on the business, assets, properties, liabilities, financial condition or results of operations of WPG, General Partner II, General Partner III, Seller and their respective Affiliates, taken as a whole.
Seller MAE means a single event, occurrence or fact that, together with ---------- all other events, occurrences and facts (i) would have, or might reasonably be expected to have, (x) a material adverse effect on the Purchased Assets (individually or in the aggregate as to the Rigs), or (y) a material adverse effect on the ability of the Buyer to own and operate the Rigs, individually or in the aggregate, after the Closing Date, (ii) would create an Encumbrance on any of the Purchased Assets except for a Permitted Encumbrance or Permitted Real Property Encumbrance, (iii) results in a material loss or damage to the Rigs, individually or in the aggregate (whether or not covered by insurance), or (iv) would constitute a criminal violation of law by Seller involving a felony.
Seller MAE means a single event, occurrence or fact that, together with all other events, occurrences and facts that (i) would have, or might reasonably be expected to have, (A) a material adverse effect on the condition, business, prospects or operations of the Purchased Assets (other than events or conditions generally affecting the construction attachment industry or economy as a whole) or (B) a material adverse effect on the ability of the Business to be operated as of the Closing Date; (ii) would create an Encumbrance on any of the Purchased Assets except for a Permitted Encumbrance; (iii) results in a loss or damage to the Purchased Assets (whether or not covered by insurance) in an amount in excess of (A) Fifty Thousand Dollars and No/100 ($50,000) if not covered by insurance or (B) One Hundred Thousand Dollars and No/100 ($100,000) if covered by insurance; or (iv) may constitute a criminal violation of law involving a felony.
Seller MAE means any event, circumstance, fact, change, development, condition, or effect that, either individually or in the aggregate, has had or could reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Property or Seller. For purposes of this definition, a “material adverse effect” means any loss, damage or liability equal to or in excess of the MAE Threshold. 719028938
Seller MAE means a single event, occurrence or fact that, together with all other events, occurrences and facts that (i) would have, or might reasonably be expected to have, (x) a material adverse effect on the condition, business, prospects or operations of the Rigs, taken as a whole, or (y) a material adverse effect on the ability of the Buyer to operate the Rigs, taken as a whole, after the date of Closing, (ii) would create an Encumbrance on any of the Purchased Assets except for a Permitted Encumbrance or Permitted Real Property Encumbrance, (iii) results in a loss or damage to the Rigs (whether or not covered by insurance) in an amount in excess of $500,000 or (iv) would constitute a criminal violation of law by Seller involving a felony; provided however, that market fluctuations in the price of crude oil or natural gas, day rates or other industry-wide market fluctuations shall not constitute a Seller MAE.
Seller MAE means any material adverse change or event with respect to, or material adverse effect on, (a) the business, assets, liabilities, condition (financial or other), or results of operations of the Seller or (b) the ability of the Seller to consummate the transactions contemplated by this Agreement. For the avoidance of doubt, the Parties agree that the terms “material,” “materially” or “materiality” as used in this Agreement with an initial lower case “m” shall have their respective customary and ordinary meanings, without regard to the meaning ascribed to Seller MAE.
Seller MAE means an effect materially and adversely affecting the ability of Seller to conduct the critical aspects of the Business substantially as conducted on the date hereof.