Xxxx Material Adverse Effect definition

Xxxx Material Adverse Effect shall not include any event, circumstance, change or effect to the extent arising out of or resulting from (i) any failure of Xxxx and the Xxxx Subsidiaries to meet any projections or forecasts (provided that any event, circumstance, change or effect giving rise to such failure or decrease shall be taken into account in determining whether there has been a Xxxx Material Adverse Effect), (ii) any events, circumstances, changes or effects that affect the commercial real estate REIT industry generally, (iii) any changes in the United States or global economy or capital, financial or securities markets generally, including changes in interest or exchange rates, (iv) any changes in the legal or regulatory conditions in the geographic regions in which Xxxx and the Xxxx Subsidiaries operate or own or lease properties, (v) the commencement, escalation or worsening of a war or armed hostilities or the occurrence of acts of terrorism or sabotage, (vi) the execution or announcement of this Agreement, or the anticipation of the Mergers or the other transactions contemplated hereby, (vii) the taking of any action expressly required by, or the failure to take any action expressly prohibited by, this Agreement, or the taking of any action at the written request of an executive officer of Spirit, (viii) earthquakes, hurricanes, floods or other natural disasters, (ix) any damage or destruction of any Xxxx Property that is substantially covered by insurance, or (x) changes in Law or GAAP, which in the case of each of clauses (ii), (iii), (iv), (v) and (x) do not disproportionately affect Xxxx and the Xxxx Subsidiaries, taken as a whole, relative to other similarly situated participants in the commercial real estate REIT industry in the United States, and in the case of clause (viii) do not disproportionately affect Xxxx and the Xxxx Subsidiaries, taken as a whole, relative to other participants in the commercial real estate REIT industry in the geographic regions in which Xxxx and the Xxxx Subsidiaries operate or own or lease properties.
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Xxxx Material Adverse Effect means any event, occurrence, state of facts, circumstance, condition, effect, change or combination of the foregoing that (i) has a material adverse effect on the ability of The Xxxx Group Inc. to consummate the Merger and the other Transactions, or (ii) is material and adverse to the business, results of operations or condition (financial or otherwise) of The Xxxx Group Inc. and its Subsidiaries, taken as a whole, except to the extent such material adverse effect under this clause (ii) results from or is attributable to (A) any changes in general United States or global economic conditions (including securities, credit, financial or other capital markets conditions), except to the extent such changes in conditions have a disproportionate effect on The Xxxx Group Inc. and its Subsidiaries, taken as a whole, relative to others in the industries in which The Xxxx Group Inc. and its Subsidiaries operate, (B) any changes in conditions generally affecting any of the industries in which The Xxxx Group Inc. and its Subsidiaries operate, except to the extent such changes in conditions have a disproportionate effect on The Xxxx Group Inc. and its Subsidiaries, taken as a whole, relative to others in any such industry, (C) any decline in the market price of The Xxxx Group Inc. Common Stock (it being understood that the facts or occurrences giving rise to or contributing to such decline may be deemed to constitute, and be taken into account in determining whether there has been or would be reasonably likely to be, a Xxxx Material Adverse Effect), (D) any failure, in and of itself, by The Xxxx Group Inc. to meet any internal or published projections or forecasts in respect of revenues, earnings or other financial or operating metrics (it being understood that the facts or occurrences giving rise to or contributing to such failure may be deemed to constitute, and be taken into account in determining whether there has been or would be reasonably likely to be, a Xxxx Material Adverse Effect), (E) any change in Law or GAAP (or authoritative interpretations thereof), except to the extent such changes have a disproportionate effect on The Xxxx Group Inc. and its Subsidiaries, taken as a whole, relative to others in any industry in which The Xxxx Group Inc. and any of its Subsidiaries operate, (F) geopolitical conditions, the outbreak or escalation of hostilities, any acts of war, sabotage or terrorism, or any escalation or worsening of any such acts of war, sabotage or terr...
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Xxxx Material Adverse Effect means a material adverse effect on the business, assets, results of operations, condition (financial or otherwise) or prospects of XXXX and its Subsidiaries taken as a whole. LLC is a limited liability company validly existing under the laws of the Commonwealth of Massachusetts. LLC was formed solely for the purpose of engaging in the Merger and other transactions contemplated hereby, has engaged in no other business activities (other than in connection with the formation and capitalization of LLC pursuant to or in accordance with the LLC Agreement (as defined below)) and has conducted its operations only as contemplated hereby and by the LLC Agreement. Each of XXXX and its Subsidiaries is duly qualified, licensed or admitted to do business and is in good standing in each jurisdiction in which the ownership, use or leasing of its assets and properties, or the conduct or nature of its business, makes such qualification, licensing or admission necessary, except where failure to be so qualified, licensed or admitted and in good standing, individually or in the aggregate, could not reasonably be expected to have a XXXX Material Adverse Effect. XXXX has previously delivered to EUA correct and complete copies of its Agreement and Declaration of Trust (the "XXXX Trust Agreement") and the articles of association of LLC.
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Examples of Xxxx Material Adverse Effect in a sentence

  • Neither Xxxx nor any Xxxx Subsidiary has received any claim or notice nor has any Knowledge indicating that Xxxx or any Xxxx Subsidiary is currently not in compliance with the terms of any such Xxxx Permits, except where the failure to be in compliance with the terms of any such Xxxx Permits, individually or in the aggregate, would not reasonably be expected to have a Xxxx Material Adverse Effect.

  • All applications required to have been filed for the renewal of the Xxxx Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Xxxx Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, would not reasonably be expected to have a Xxxx Material Adverse Effect.

  • Except as individually or in the aggregate, would not reasonably be expected to have a Xxxx Material Adverse Effect, all premiums payable under all Xxxx Insurance Policies have been paid, and Xxxx and the Xxxx Subsidiaries have otherwise complied in all material respects with the terms and conditions of all the Xxxx Insurance Policies.

  • Xxxx is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a Xxxx Material Adverse Effect.

  • It is a particularly attractive approach in industries where product change is rapid or where there is seasonal change.

  • Except as, individually or in the aggregate, would not reasonably be expected to have a Xxxx Material Adverse Effect, Xxxx and each Xxxx Subsidiary has performed all obligations required to be performed by it prior to the date hereof under each Xxxx Material Contract and, to the Knowledge of Xxxx, each other party thereto has performed all obligations required to be performed by it under such Xxxx Material Contract prior to the date hereof.

  • Neither Xxxx nor any Xxxx Subsidiary has received notice of any violation or default under any Xxxx Material Contract, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to have a Xxxx Material Adverse Effect.

  • Since September 30, 2012 through the date hereof, there has not been any Xxxx Material Adverse Effect or any effect, event, development or circumstance that, individually or in the aggregate with all other effects, events, developments and changes, would reasonably be expected to result in a Xxxx Material Adverse Effect.

  • Each Xxxx Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a Xxxx Material Adverse Effect.

  • None of the Sale Companies nor (in respect of the Business) the Sellers is or has ever been in violation of any applicable Law or Order that could reasonably be expected to have, individually or in the aggregate, a Xxxx Material Adverse Effect.


More Definitions of Xxxx Material Adverse Effect

Xxxx Material Adverse Effect means any Effect that individually or in the aggregate, has had, or would reasonably be expected to have, a material adverse effect on the business, assets, liabilities, financial condition or results of operations of the Xxxx Xxxxxxx, Xxxx A and Xxxx B (taken as a whole, ), or the enforceability of this Agreement or the transactions contemplated hereby; provided, however, that no Effect shall be considered when determining whether a Xxxx Material Adverse Effect has occurred to the extent such Effect resulted or arose from any of the following: (a) any change or development in capital market conditions generally or general economic conditions in the industries, markets or geographies in which the Xxxx Xxxxxxx, Xxxx A and Xxxx B operate including with respect to interest rates, currency exchange rates, or the price of commodities, (b) any change in Law or GAAP, in each case after the date of this Agreement, (c) any failure, in and of itself, of the Xxxx Xxxxxxx, Xxxx A or Xxxx B to meet, with respect to any period or periods, any internal forecasts or published projections, forecasts, estimates or predictions (whether internal or otherwise) of earnings, revenues, business plans, budgets or other financial or operating metrics before or after the date of this Agreement; provided, that this clause (c) shall not prevent a determination that any Effect underlying such failure to meet forecasts or projections has resulted in a Xxxx Material Adverse Effect (to the extent such Effect is not otherwise excluded from this definition of Xxxx Material Adverse Effect pursuant to clauses (a), (b) or (d), (e) or (f) of this definition), (d) any natural disaster, change in the weather or climate or any escalation or worsening thereof, (e) the negotiation, execution, public announcement, performance, pendency or consummation of the transactions contemplated by this Agreement, including any adverse change in customer, governmental, vendor, employee, union, supplier or similar relationships primarily resulting therefrom, including as a result of the identity of the Buyers or any of their affiliates or any communication by the Xxxx Xxxxxxx or any of its affiliates, or (f) any act of war (whether or not declared), any change or development in political, social or regulatory conditions or geopolitical conditions or other outbreak or continuation of hostilities, acts of war or terrorism or any escalation or worsening thereof. Any Effect resulting from the matters referred to in t...
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Xxxx Material Adverse Effect means any change, effect, event, or occurrence that, individually or in the aggregate with all other changes, events or occurrences, has had a material adverse effect on (a) the business, financial condition or results of operations of XXXX and its Subsidiaries, taken as a whole, or (b) the ability of XXXX or any of its Subsidiaries to perform its obligations under this Agreement and to consummate the transactions contemplated hereby.
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Xxxx Material Adverse Effect. Section 5.01 "XXXX-EUA Regulatory Approvals" -- Section 7.04(b) "XXXX-EUA Regulatory Proceedings" -- Section 7.04(c) "XXXX Required Consents" -- Section 5.04(a) "XXXX Required Statutory Approvals" -- Section 5.04(b) "XXXX-NGG Regulatory Approvals" -- Section 7.04(c) "XXXX-NGG Regulatory Proceedings" -- Section 7.04(c) "XXXX-NGG Required Statutory Approvals" -- Section 7.04 "XXXX-NGG Transactions" -- Section 7.04 "XXXX Shares" -- Section 5.03 "XXXX Trust Agreement" -- Section 5.01 "NGG Circular" -- Section 7.02 "NRC" -- Section 4.05(b) "Options" -- Section 4.02(a) "orders" -- Section 4.04(a) "Out-of-Pocket Expenses" -- Section 9.03(a) "Paying Agent" -- Section 2.02(a) "PBGC" -- Section 4.11(g) "person" -- Section 10.11(e) "Per Share Amount" -- Section 2.01(b)(ii) "Post Closing Plans" -- Section 7.05(b) "Proxy Statement" -- Section 4.08(a) "Release" -- Section 4.13(f)(iv) "Representatives" -- Section 10.11(f) "SEC" -- Section 4.05(a) "Securities Act" -- Section 4.05(a) "Subsidiary" -- Section 10.11(g) "Surviving Entity" -- Section 1.01 "Tax Ruling" -- Section 4.10(j) "Taxes" -- Section 4.10 "Tax Return" -- Section 4.10 "US GAAP" -- Section 4.05(a) "Yankee Companies" -- Section 4.16 "Y2K Consultant" -- Section 6.01(o) This AGREEMENT AND PLAN OF MERGER, dated as of February 1, 1999 (this "Agreement"), is made and entered into by and among NEW ENGLAND ELECTRIC SYSTEM, a Massachusetts business trust ("XXXX"), RESEARCH DRIVE LLC ("LLC"), a Massachusetts limited liability company which is directly and indirectly wholly owned by XXXX, and EASTERN UTILITIES ASSOCIATES, a Massachusetts business trust ("EUA").
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Xxxx Material Adverse Effect. Section 5.01 "XXXX-EUA Regulatory Approvals" -- Section 7.04(b) "XXXX-EUA Regulatory Proceedings" -- Section 7.04(c) "XXXX Required Consents" -- Section 5.04(a) "XXXX Required Statutory Approvals" -- Section 5.04(b) "XXXX-NGG Regulatory Approvals" -- Section 7.04(c) "XXXX-NGG Regulatory Proceedings" -- Section 7.04(c) "XXXX-NGG Required Statutory Approvals"-- Section 7.04 "XXXX-NGG Transactions" -- Section 7.04 "XXXX Shares" -- Section 5.03
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Xxxx Material Adverse Effect means any state of facts, development, change, circumstance, occurrence, event or effect, that, individually or in the aggregate, has had, or would reasonably be expected to have, a material adverse effect on (a) the business, assets, liabilities, financial condition or results of operations of XXXX Remaining Operations, taken as a whole; or (b) the ability of the XXXX to consummate the Transactions by the Outside Date; provided, however, that in no event will any of the following (or the effect of any of the following), alone or in combination, be taken into account in determining whether a XXXX Material Adverse Effect pursuant to clause (a) has occurred: (i) acts of war, sabotage, civil unrest or terrorism, or any escalation or worsening of any such acts of war, sabotage, civil unrest or terrorism, or changes in global, national, regional, state or local political or social conditions;
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Xxxx Material Adverse Effect means any change in or effect on the business of XXXX or its subsidiaries that is materially adverse to the business, assets, results of operations or financial condition of XXXX and its subsidiaries, taken as a whole, or materially impairs the ability of XXXX to consummate the Merger or the other transactions contemplated by this Agreement; provided, however, that "XXXX Material Adverse Effect" shall be deemed to exclude the impact of (i) changes in generally accepted accounting principles; (ii) the public announcement of the Merger and compliance with the provisions of this Agreement; (iii) any changes resulting from any restructuring or other similar charges or write-offs taken by XXXX with the consent of PIROD; (iv) the termination or failure to be consummated or completed of any acquisition, joint venture, development project or other transaction, which was not consummated or completed prior to the execution and delivery of this Agreement; and (v) any change in general economic conditions, in interest rates or in conditions affecting the telecommunications industry generally. As used herein, "PIROD Material Adverse Effect" means any change in or effect on the business of PIROD or its subsidiaries that is materially adverse to the business, assets, results of operations or financial condition of PIROD and its subsidiaries, taken as a whole, or materially impairs the ability of PIROD to consummate the Merger or the other transactions contemplated by this Agreement; provided, however, that "PIROD Material Adverse Effect" shall be deemed to exclude the impact of (i) changes in generally accepted accounting principles; (ii) the public announcement of the Merger and compliance with the provisions of this Agreement; (iii) any changes resulting from any restructuring or other similar charges or write-offs taken by PIROD with the consent of XXXX; (iv) the termination or failure to be consummated or completed of any acquisition, joint venture, development project or other transaction, which was not consummated or completed prior to the execution and delivery of this Agreement; and (v) any change in general economic conditions, in interest rates or in conditions affecting the telecommunications industry generally.
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Related to Xxxx Material Adverse Effect

  • SPAC Material Adverse Effect means any event, circumstance, change or effect that, individually or in the aggregate with all other events, circumstances, changes and effects, (a) is or would reasonably be expected to be materially adverse to the business, condition (financial or otherwise), assets, liabilities or results of operations of SPAC; or (b) would prevent, materially delay or materially impede the performance by SPAC or Merger Sub of their respective obligations under this Agreement or the consummation of the Merger and the other Transactions; provided, however, that none of the following (or the effect of any of the following) shall be deemed to constitute, alone or in combination, or be taken into account in the determination of whether, there has been or will be an SPAC Material Adverse Effect: (i) any change or proposed change in or change in the interpretation of any Law or GAAP; (ii) events or conditions generally affecting the industries or geographic areas in which SPAC operates; (iii) any downturn in general economic conditions, including changes in the credit, debt, securities, financial or capital markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets); (iv) acts of war, sabotage, civil unrest or terrorism, or any escalation or worsening of any such acts of war, sabotage, civil unrest or terrorism, or changes in global, national, regional, state or local political or social conditions; (v) any hurricane, tornado, flood, earthquake, wild fire or other natural disaster, epidemic, disease outbreak, pandemic, or acts of God, (vi) any actions taken or not taken by SPAC as required by this Agreement or any Ancillary Agreement, (vii) any effect attributable to the announcement or execution, pendency, negotiation or consummation of the Merger or any of the other Transaction, (viii) any actions taken, or failures to take action, or such other changed or events, in each case, which the Company has requested or to which it has consented or which actions are contemplated by this Agreement, or (ix) the consummation and effects of any exercise of SPAC Redemption Rights by stockholders of SPAC provided for in the SPAC Organizational Documents, except, in the cases of clauses (i) through (v), to the extent that SPAC is disproportionately affected thereby as compared with other participants in the industry in which SPAC operate.

  • Target Material Adverse Effect means any change, effect, event or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse change in, or effect on: (a) the ability of Seller to perform its obligations under the Specified Purchase Agreement and to consummate the transactions contemplated thereby; or (b) the assets, liabilities, business, condition (financial or otherwise) or results of operations of the Transferred Entities, taken as a whole; provided that, for purposes of clause (b) above, any such change, effect, event or occurrence resulting from any of the following shall not be considered when determining whether a Target Material Adverse Effect has occurred: (i) general economic conditions affecting the economy or credit, capital and financial markets in the United States or elsewhere in the world, including changes in interest or exchange rates; (ii) any change in the industry in which the Business operates; (iii) any change in Laws or GAAP, or the enforcement or interpretation thereof; (iv) general political conditions, including hostilities, acts of war (whether declared or undeclared), sabotage, terrorism or military actions, or any escalation or worsening of any of the foregoing; (v) any change resulting from the negotiation, execution, announcement or consummation of the transactions contemplated by the Specified Purchase Agreement or the Ancillary Agreements, including any such change relating to the identity of, or facts and circumstances relating to, Buyers and including any actions taken or threatened by any Transferred Entity’s customers, suppliers, distributors, employees or other personnel or others having relationships with a Transferred Entity; (vi) any action taken by Buyers and any of their respective Affiliates, agents or representatives; (vii) any hurricane, flood, tornado, earthquake or other natural disaster or any other force majeure event; (viii) any actions required to be taken or omitted pursuant to the Specified Purchase Agreement or the Ancillary Agreements or taken with Buyers’ consent or not taken because Buyers withheld, delayed or conditioned its consent; or (ix) the failure of the Business to achieve any financial projections or forecasts or revenue or earnings predictions (it being understood that for purposes of this clause (viii), the changes or effects giving rise to such failure that are not otherwise excluded from the definition of “Target Material Adverse Effect” may be taken into account in determining whether there has been a Target Material Adverse Effect); (x) events or occurrences specifically disclosed in the Seller Disclosure Letter, solely as and to the extent so described therein, and in each case only taking into account supplements to the Seller Disclosure Letter which have been permitted and made to the Seller Disclosure Letter with Buyers’ acceptance in accordance with Section 4.15 of the Specified Purchase Agreement; or (xi) any adverse change in or effect on the Business of the Transferred Entities that is cured prior to the Closing; provided, however, that any change or effect referred to in clauses (i), (ii), (iii), (iv) or (vii) immediately above may be taken into account in determining whether a Target Material Adverse Effect has occurred or would reasonably be expected to occur to the extent that such change, effect, event or occurrence has a materially disproportionate effect on the Transferred Entities relative to other companies in the industries or markets in which the Transferred Entities operate. Capitalized terms used in this definition of “Target Material Adverse Effect” without definition shall have the meanings ascribed thereto in the Specified Purchase Agreement; provided, that any capitalized terms which are defined in both this Agreement and the Specified Purchase Agreement shall have the meanings ascribed thereto in the Specified Purchase Agreement.

  • Acquiror Material Adverse Effect means, any change, event, circumstance, occurrence, effect, development or state of facts that, individually or in the aggregate, with any other change, event, circumstance, occurrence, effect, development or state of facts has had or would reasonably be expected to prevent or materially delay or materially impact the ability of Acquiror and the Sponsor to consummate the Transactions. Notwithstanding the foregoing, the amount of the Acquiror Stockholder Redemptions or the failure to obtain the Acquiror Stockholder Approval shall not be deemed to be an Acquiror Material Adverse Effect.

  • Seller Material Adverse Effect means any event, change or occurrence that materially impairs or delays the ability of any of the Selling Parties to perform its obligations or to consummate the transactions under the Basic Documents or that otherwise materially threatens or materially impedes the consummation of the transactions under the Basic Documents.

  • Buyer Material Adverse Effect means any event, change, occurrence or effect that would reasonably be expected to prevent, materially delay or materially impede the performance by the Buyer Parties of their obligations under this Agreement or the Ancillary Agreements to which any of them will be a party or the consummation of the transactions contemplated hereby or thereby.

  • Company Material Adverse Effect means a material adverse effect on (i) the condition (financial or otherwise), business, assets or results of operations of the Company and its Subsidiaries, taken as a whole, or (ii) the Company’s ability to consummate the transactions contemplated by this Agreement, in the case of each of clauses (i) and (ii), excluding any effect resulting from (A) changes in the financial or securities markets or general economic or political conditions in the United States or any foreign jurisdiction except to the extent (and only to the extent) having a materially disproportionate effect on the Company and its Subsidiaries, taken as a whole, relative to other participants in the industry in which the Company and its Subsidiaries operate, (B) changes (including changes of Applicable Law) or conditions generally affecting the industry in which the Company and its Subsidiaries operate except to the extent (and only to the extent) having a materially disproportionate effect on the Company and its Subsidiaries, taken as a whole, relative to other participants in the industry in which the Company and its Subsidiaries operate, (C) acts of war, sabotage or terrorism or natural disasters (including hurricanes, tornadoes, floods or earthquakes) except to the extent (and only to the extent) having a materially disproportionate effect on the Company and its Subsidiaries, taken as a whole, relative to other participants in the industry in which the Company and its Subsidiaries operate, (D) the announcement or consummation of the transactions contemplated by this Agreement, including the impact thereof on the relationships, contractual or otherwise of the Company or any of its Subsidiaries with employees, labor unions, customers, suppliers or partners (it being understood that this clause (D) shall not apply to Sections 4.04, the first sentence of 4.17(c) and 4.18(d) and, to the extent related thereto, Section 9.02(a)(ii)(C) of this Agreement), (E) any failure by the Company and its Subsidiaries to meet any internal or published budgets, projections, forecasts or predictions in respect of financial performance for any period (it being understood that this clause (E) shall not prevent a party from asserting that any fact, change, event, occurrence or effect that may have contributed to such failure and that are not otherwise excluded from the definition of Company Material Adverse Effect may be taken into account in determining whether there has been a Company Material Adverse Effect), (F) any change in the price of the Company Stock on the NYSE (it being understood that this clause (F) shall not prevent a party from asserting that any fact, change, event, occurrence or effect that may have given rise or contributed to such change (but in no event changes in the trading price of Parent Stock) and that are not otherwise excluded from the definition of Company Material Adverse Effect may be taken into account in determining whether there has been a Company Material Adverse Effect), (G) changes in GAAP (or authoritative interpretation of GAAP), (H) any Company Transaction Litigation, to the extent directly relating to the negotiations between the parties and the terms and conditions of this Agreement, and (I) compliance with the terms of, or the taking of any action required by, this Agreement.

  • Parent Material Adverse Effect means any effect, change, event or occurrence that would prevent or materially delay, interfere with, hinder or impair (i) the consummation by Parent or Merger Sub of any of the Transactions on a timely basis or (ii) the compliance by Parent or Merger Sub with its obligations under this Agreement.

  • Material Adverse Effect shall have the meaning assigned to such term in Section 3.1(b).

  • Business Material Adverse Effect means a material adverse effect on the business, condition (financial or otherwise), results of operations, assets or liabilities of the Business, taken as a whole; provided, however, that any such effect resulting or arising from or relating to any of the following matters shall not be considered when determining whether a Business Material Adverse Effect has occurred or would be reasonably likely to occur: (i) the general conditions in the industries in which the Business operates (including changes in cobalt prices or), including competition in any of the geographic areas in which the Business operates or developments or changes therein; (ii) any conditions in the general economy in any of the geographic areas in which the Business operates or developments or changes therein; (iii) political conditions, including acts of war (whether or not declared), armed hostilities and terrorism, or developments or changes therein; (iv) any conditions resulting from natural or manmade disasters or other Acts of God; (v) compliance by the Sellers with their covenants and agreements contained in this Agreement; (vi) the failure of the financial or operating performance of the Business to meet internal projections or budgets for any period prior to, on or after the date of this Agreement (provided that the effects, events, circumstances and conditions underlying such failure may be considered in determining whether a Business Material Adverse Effect has occurred); (vii) any action taken or omitted to be taken by or at the request or with the consent of Purchaser; or (viii) the announcement of this Agreement or the transactions contemplated hereby (including any action by a Governmental Entity with respect to any Contract or Permit of any of the Companies); provided further, however, that with respect to clauses (i), (ii), (iii) and (iv), effects shall be considered to the extent that they disproportionately affect the Business relative to other participants in any industry in which the Business operates.

  • Property Material Adverse Effect shall have the meaning assigned thereto in the Mortgage.

  • Investor Material Adverse Effect means, with respect to a particular Investor, any fact, event, circumstance, change, occurrence, effect or condition which has had or would reasonably be expected to have, individually or in the aggregate with all other facts, events, circumstances, changes, occurrences, effects or conditions, a material adverse effect on the ability of such Investor to consummate the transactions contemplated by this Agreement.

  • Partnership Material Adverse Effect means any change, circumstance, effect or condition that is, or could reasonably be expected to be, materially adverse to the business, financial condition, assets, liabilities or results of operations of the Partnership Group, taken as a whole.

  • Purchaser Material Adverse Effect means any material and adverse effect on (i) the ability of a Purchaser to meet its obligations under the Basic Documents on a timely basis or (ii) the ability of a Purchaser to consummate the transactions under any Basic Document.

  • Subscriber Material Adverse Effect means an event, change, development, occurrence, condition or effect with respect to Subscriber that would reasonably be expected to have a material adverse effect on Subscriber’s ability to consummate the transactions contemplated hereby, including the purchase of the Subscribed Shares.

  • Material Adverse Event means an occurrence having a consequence that either (a) is materially adverse as to the business, properties, prospects or financial condition of the Company or (b) is reasonably foreseeable, and if it were to occur might materially adversely affect the business, properties, prospects or financial condition of the Company.

  • Closing Date Material Adverse Effect means a “Material Adverse Effect” as defined in the Acquisition Agreement.

  • Material Adverse with respect to any change or effect, a material adverse change in, or effect on, as the case may be, (i) the financial condition, operations, business, or Property of the Borrower and the Subsidiaries taken as a whole, (ii) the ability of the Borrower to perform its obligations under the Loan Documents, or (iii) the ability of the Administrative Agent, the Issuer or any Lender to enforce the Loan Documents.

  • Company Material Adverse Change means a change (or circumstance involving a prospective change) in the business, operations, assets, liabilities, results of operations, cash flows, condition (financial or otherwise) or prospects of the Company which is materially adverse.

  • Material Adverse Change means any material adverse change in the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower or the Borrower and its Subsidiaries taken as a whole.

  • Material adverse fact means an adverse fact that a party indicates is of such significance, or that is generally recognized by a competent licensee as being of such significance to a reasonable party, that it affects or would affect the party's decision to enter into a contract or agreement concerning a transaction or affects or would affect the party's decision about the terms of such a contract or agreement. An "Adverse Fact" means a condition or occurrence that is generally recognized by a competent licensee as significantly and adversely affecting the value of the property, significantly reducing the structural integrity of improvements to real estate, presenting a significant health risk to occupants of the property, or information that indicates that a party to a transaction is not able to or does not intend to meet his or her obligations under a contract or agreement made concerning the transaction.

  • Material Adverse Effect on the Company means a material adverse effect on the financial condition, operations or business of the Company and its subsidiaries, taken as a whole, or the ability of the Company to enter into and consummate the transactions contemplated by this Agreement in accordance with its terms.

  • Materially Adverse Effect means (a) any material adverse effect upon the business, assets, liabilities, financial condition or results of operations of the Borrower and its Subsidiaries, taken as a whole, or (b) a material adverse effect upon any material rights or benefits of the Lenders or the Administrative Agent under the Loan Documents.

  • Material Adverse Change (or Effect) means a change (or effect), in the condition (financial or otherwise), properties, assets, liabilities, rights, obligations, operations, business or prospects which change (or effect) individually or in the aggregate, is materially adverse to such condition, properties, assets, liabilities, rights, obligations, operations, business or prospects.

  • Specific, adverse impact means a significant, quantifiable, direct, and unavoidable impact, based on objective, identified, and written public health or safety standards, policies, or conditions as they existed on the date the application was deemed complete.

  • Deemed Material and Adverse Representation Each representation and warranty identified as such in Section 9.02 of this Agreement.

  • Serious Adverse Event means any adverse event that led to any of the following: