Sellers Material Adverse Effect means a material adverse effect, individually or in the aggregate, on the ability of the Sellers (i) to perform their respective obligations under this Agreement, or (ii) to consummate the Acquisition and the other transactions contemplated hereby.
Sellers Material Adverse Effect means any event, change, circumstance, effect or other matter that has, or could reasonably be expected to have, either individually or in the aggregate with all other events, changes, circumstances, effects or other matters, with or without notice, lapse of time or both, a material adverse effect on (a) the Purchased Assets, taken as a whole, or(b) the ability of Sellers to perform its obligations under this Agreement or to consummate the Transactions, in each case after giving effect to any available indemnification, insurance, or other recoveries; provided, however, that in no event shall any of the following constitute a Material Adverse Effect or be taken into account in determining whether a Material Adverse Effect has occurred:
Sellers Material Adverse Effect has the meaning set forth in Section 7.2(c).
Examples of Sellers Material Adverse Effect in a sentence
Sellers and the Partnership are each duly qualified or licensed to do business and are in good standing in each jurisdiction in which the property owned, leased or operated by them or the nature of the business conducted by them makes such qualification, licensing or good standing necessary, except where the failure to be so qualified, licensed or in good standing would not have a Partnership Material Adverse Effect or a Sellers Material Adverse Effect, as the case may be.
As of the date hereof, none of the Sellers is (x) subject to any outstanding order, writ, injunction, judgment or decree of any Governmental Entity or (y) a party to, the subject of, or to Sellers’ Knowledge, threatened to be made a party to or the subject of, any Action, in each case, solely with respect to the Purchased Assets, except, in each case, as would not reasonably be expected to have a Sellers Material Adverse Effect or as set forth on Section 3.8 of the Sellers Disclosure Schedule.
There are no Proceedings pending or, to the Knowledge of the Sellers, threatened against, affecting or relating to any Seller or any of its affiliates that, if determined or resolved adversely to such Seller or such affiliate, would reasonably be expected to have a Sellers Material Adverse Effect.
As of the date hereof, there are no Actions by any Governmental Entity pending or, to Sellers’ Knowledge, threatened against Sellers relating to or affecting the Purchased Assets, except, in each case, as would not reasonably be expected to have a Sellers Material Adverse Effect or as set forth on Section 3.8 of the Sellers Disclosure Schedule.
There shall not have occurred any event, fact or circumstance that has had, or is reasonably likely to have, a Sellers Material Adverse Effect.
More Definitions of Sellers Material Adverse Effect
Sellers Material Adverse Effect means any events, conditions or matters, other than the filing of the Petition or general changes in the audio-visual communications industry as a whole, in respect of the Sellers, the Assets, the Business or the Assumed Liabilities, that individually or in the aggregate, taking into account all events, conditions or matters that affect the Sellers, the Assets, the Business or the Assumed Liabilities (whether or not in connection with the same or any similar representation, warranty or matter), have resulted in or could reasonably be expected to result in a material adverse effect on the Assets in their current condition.
Sellers Material Adverse Effect means, in the case of each Seller, changes, events or effects that are materially adverse to the business, financial condition or results of operations of such Seller; provided, that the following, individually and in the aggregate, shall be excluded from the definition of Sellers Material Adverse Effect and from any determination as to whether a Sellers Material Adverse Effect has occurred: (A) any change, event or effects arising out of or resulting from changes in or affecting the (x) travel, hospitality or gaming industries generally or in Louisiana or (y) the financial, banking, currency or capital markets in general, (B) any change, event or effect resulting from the entering into or public announcement of the transactions contemplated by this Agreement, and (C) any change, event or effect resulting from any act of terrorism, commencement or escalation of armed hostilities in the U.S. or internationally or declaration of war by the U.S. Congress.
Sellers Material Adverse Effect means a state of facts, event, change or effect with respect to the Acquired Assets, the Assumed Liabilities or the enforceability of any Contract(s), that results in a material adverse effect on the value of the Acquired Assets, taken as a whole, or a material increase in the amount of the Assumed Liabilities, taken as a whole, but excludes any state of facts, event, change or effect caused by events, changes or developments relating to (A) changes or conditions affecting the steel industry generally; (B) changes in economic, regulatory or political conditions generally; (C) changes resulting from or from any motion, application, pleading or order filed related to, the Bankruptcy Cases; or (D) any action of Sellers pursuant to any order of the Bankruptcy Court entered prior to the date hereof, including, without limitation, the transactions contemplated by this Agreement or any of the Ancillary Agreements or the announcement thereof. Sellers Material Adverse Effect does not include any decrease in the amount of the Net Working Capital that results in a decrease to the Purchase Price under Article 2.
Sellers Material Adverse Effect means any change, effect, event, state of facts or occurrence that, individually or together with any other changes, effects, events, states of facts or occurrences, is or would reasonably be expected to (i) be material and adverse to the Directly Transferred Assets and the Holding Entities, taken as a whole or (ii) materially impede the completion of the transactions contemplated under this Agreement, other than any change, effect, event, state of facts or occurrence: (i) affecting the worldwide gold, silver, copper or diamond mining industry in general; (ii) in or relating to general political, economic or financial or market conditions generally (including any reduction in market indices); (iii) in or relating to, IFRS or regulatory accounting requirements; (iv) in or relating to any change in Legal Requirements or any interpretation, application or non-application thereof by any Governmental Authority; or (v) resulting from changes in the price of gold, silver, copper or diamonds; provided, however, that such change, effect, event, state of facts or occurrence referred to in clauses (i) to (v) above does not have a disproportionate effect on the counterparties under the Royalty Instruments, Stream Instruments or Offtake Instruments, taken as a whole, compared to other companies of similar size operating in the mining industry.
Sellers Material Adverse Effect means any circumstance, event, change in, or effect on, the Business or Sellers that, either alone or in combination with any other circumstances, events, changes in, or effects on, the Business or Sellers is, or would reasonably be expected to have a material adverse effect on (a) the Business, the Purchased Assets or the Assumed Liabilities or (b) the ability of Sellers to consummate the transactions contemplated by this Agreement; provided, however, that none of the following shall be deemed to constitute or be taken into account in determining whether there has been or will or could be a “Sellers’ Material Adverse Effect”: (w) any change resulting from or arising out of general market, economic or political conditions (including any change arising out of acts of war, weather conditions or other force majeure events), (x) any change in the price or trading value of Parent’s securities, in and of itself, (y) any change in the industries in which Sellers conduct their Business or (z) any change resulting from any matter disclosed in (i) the SEC Filings, (ii) Sellers’ 2006 operating forecast attached as Schedule 1.1(b) or (iii) the Sellers’ Disclosure Letter; provided that in the case of clauses (w) or (y), such changes do not have a substantially disproportionate impact on the Business as compared to other similarly situated participants in the industries in which Sellers conduct the Business.
Sellers Material Adverse Effect means any material adverse effect on the ability of HCE or HCO-Jamaica to consummate the transactions contemplated by this Agreement or perform its respective obligations hereunder.
Sellers Material Adverse Effect means a material adverse effect on the Business or the financial condition, operations or results of operations of the Business taken as a whole that would make impracticable the Purchaser's conduct of the Business substantially as it is being conducted on the date of this Agreement, including but not limited to any event or series of events that cause the reasonably foreseeable premium from MPCI Policies for the MPCI Crop Year beginning July 1, 2000 or July 1, 2001 to be less than Two Hundred Ten Million Dollars ($210,000,000); provided, however, to the extent such effect results from any of the following, such effect shall not be considered a Sellers Material Adverse Effect: (i) general conditions applicable to the economy of the United States, including changes in the interest rates; (ii) changes in insurance laws or regulations; or (iii) conditions generally affecting the crop insurance or reinsurance industries in the United States.