Triton Material Adverse Effect definition

Triton Material Adverse Effect means a material adverse effect on or a material adverse change in the ability of Triton to perform its obligations under this Agreement and the other Transaction Documents or to consummate the transactions contemplated hereby or thereby.

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Triton Material Adverse Effect means an event, occurrence or change that is materially adverse to the business, financial condition or results of operations of Triton, except that Triton Material Adverse Effect shall not include, and none of the following shall be taken into account in determining whether a Triton Material Adverse Effect shall have occurred: (i) any adverse event, occurrence or change to the extent attributable to the announcement or pendency of the transactions contemplated by this Agreement or any other Constituent Document; or (ii) any adverse event, occurrence or change attributable to conditions generally affecting the coal industry (including, without limitation, changes in price of coal), the United States economy (or any regional economy) or the financial or commodities markets.

Triton Material Adverse Effect means any development, circumstance, condition, state of facts, event, effect or change that, individually or in the aggregate, has, or is reasonably expected to have, (a) a material adverse effect on the assets, liabilities, business, results of operations or financial condition of Triton and its Subsidiaries, taken as a whole; provided, however, that no development, circumstance, condition, state of facts, event, effect or change to the extent resulting from or arising out of any of the following shall be deemed in and of itself, either alone or in combination, to constitute, or shall be taken into account in determining whether there has been, a “Triton Material Adverse Effect:” (i) changes in prevailing economic or market conditions of the securities, credit markets or financial market conditions in the United States or elsewhere, including changes in interest rates and commodity prices, (ii) changes that generally effect the industries in which Triton and its Subsidiaries operate, (iii) changes in GAAP or the interpretation thereof, (iv) changes in applicable Law or the interpretation thereof, (v) any acts of God or natural disasters or changes in global, international or national political conditions, including any military conflict, outbreak or escalation of hostilities or any act of terrorism, (vi) any failure by Triton or its Subsidiaries to meet any internal or published projections or forecasts or estimates of revenue or earnings for any period (provided, however, that the underlying causes of any such failure may be considered in determining whether there has been a Triton Material Adverse Effect), (vii) changes in the credit ratings of Triton or its Subsidiaries (provided, however, that the underlying causes of any such change may be considered in determining whether there has been a Triton Material Adverse Effect), (viii) any action required to be taken by this Agreement or any failure to act to the extent specifically prohibited by this Agreement, other than for purposes of Section 5.7, the first sentence of Section 6.2 or Section 8.2(a) (insofar as it relates to Section 5.7) and including the effect of compliance with clauses (a) through (r) of Section 6.2 only to the extent that such effect is the result of TAL unreasonably withholding, conditioning or delaying its consent to Triton’s written request delivered in accordance with the notice requirements set forth in Section 10.2 to take an action otherwise prohibited under such clauses or (...

Examples of Triton Material Adverse Effect in a sentence

To the knowledge of the Contributors, Triton is not infringing, in any material respect, on any valid patent right, trademark, service ▇▇▇▇, trade name or copyright of others, except for any of the foregoing that are not reasonably likely to have a Triton Material Adverse Effect.
There has been no work stoppage, labor strike, slowdown, stoppage, lockout or other concerted action pending, or the knowledge of the Contributors, threatened against Triton which is reasonably likely to have a Triton Material Adverse Effect.
The consummation of the transactions contemplated by this Agreement and the other Constituent Documents will not conflict with, alter or impair any such intellectual property rights, in each case, except as such, individually or in the aggregate, not reasonably likely to have a Triton Material Adverse Effect.
Except as set forth on Schedule 3.9, since November 30, 2001, there have been no changes in (a) the assets, liabilities or financial condition of Triton from that set forth in the balance sheet dated November 30, 2001 (the "Triton Balance Sheet"), or (b) the business, financial condition or results of operations of Triton, except for changes that are not reasonably likely to have a Triton Material Adverse Effect.
Triton possesses all licenses, franchises, permits, certificates and governmental approvals and authorizations that are required for the lawful operation of its business as currently operated, other than those which the failure to possess is not reasonably likely to have a Triton Material Adverse Effect.
Triton is in material compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable law, except where the failure to comply is not reasonably likely to have a Triton Material Adverse Effect.
Each of Triton, Holdco, Bermuda Sub and Delaware Sub and their respective Subsidiaries are duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, except where the failure to be so qualified or in good standing has not had, or would not be reasonably expected to result in, a Triton Material Adverse Effect.
Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Triton Material Adverse Effect, all of the Triton Owned Real Property and all buildings and improvements located on such real property are in a state of good operating condition, subject to reasonable wear and tear.
As of the date hereof, there are no actions pending or, to the Knowledge of Triton, threatened, that seek the revocation, cancellation or modification of any Permit, except where such revocation, cancellation or modification, individually or in the aggregate, would not reasonably be expected to have, a Triton Material Adverse Effect.
Triton is duly licensed or qualified to do business and is in good standing in the states in which the character of the properties and assets owned or held by it or the nature of the business conducted by it requires it to be so licensed or qualified, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Triton Material Adverse Effect.