Xxxxx Xxxxxxxx Adverse Effect means a material adverse effect on the business, operations, properties, assets or condition, financial or otherwise, of the Group Companies taken as a whole, provided that the foregoing shall not include any material adverse effect attributable to (a) factors affecting the electrical contracting industry generally, (b) general national, regional or local economic or financial conditions, (c) change in governmental or legislative laws, rules or regulations, or (d) actions taken by CCC or any affiliate of CCC.
Xxxxx Xxxxxxxx Adverse Effect means a material adverse effect on the business, assets (including intangible assets), liability, financial condition, property, prospects or results of operations of the Company, taken as a whole;
Xxxxx Xxxxxxxx Adverse Effect means, with respect to the Acquired Entities, any change, effect, event, occurrence, development, condition, circumstance, matter or fact (each, an “Effect”) that, individually or in the aggregate, together with all other Effects, (i) had or is reasonably likely to have a material adverse effect on the condition (financial or otherwise), business, results of operations, assets or liabilities of the Acquired Entities and their respective Subsidiaries, taken as a whole, or (ii) is reasonably likely to prevent, delay in any material respect or impede in any material respect the performance by the Acquired Entities of their respective obligations under this Agreement or the consummation of the Transactions by the Management Sellers, the Direct Rollover Members, other Rollover Holdco Members or the Acquired Entities; provided, however, that none of the following shall, either alone or in combination, constitute, and none of the following shall be taken into account in determining whether there has been or is reasonably likely to be a Xxxxx Xxxxxxxx Adverse Effect: (1) Effects in the financial or securities markets or the economy; (2) Effects of global, national or regional political or business conditions (including the commencement, continuation or escalation of war, material armed hostilities or other material international or national calamity or acts of terrorism or earthquakes, hurricanes, other natural disasters or acts of God); (3) Effects in the industries in which such Person or its Subsidiaries operate; (4) Effects resulting from any change in Law, GAAP, or authoritative interpretations thereof after the date of this Agreement; (5) Effects resulting from the announcement of the execution of this Agreement but only to the extent relating to the identity of Parent or its Affiliates; (6) Effects (in and of themselves) resulting from any failure by such Person to meet any published or internally prepared estimates of revenues, earnings or other financial projections, performance measures or operating statistics for any period, provided that the exception in this clause (6) shall not prevent or otherwise affect a determination that an Effect underlying such failure has resulted in, or contributed to, a Xxxxx Xxxxxxxx Adverse Effect; or (7) Effects resulting from any acts or omissions of Parent or Parent Merger Sub after the date of this Agreement (other than actions or omissions specifically contemplated by this Agreement); provided, further, however, that...
Examples of Xxxxx Xxxxxxxx Adverse Effect in a sentence
The Performance Guarantor shall procure that no substantial change is made to the general nature and scope of the business of the Performance Guarantor from that carried on at the date hereof which would result in a Vistra Xxxxx Xxxxxxxx Adverse Effect.
Statute can create a trust without imposing all the conditions which have to be satisfied in order to constitute a trust under the general law: Re Ahmed & Co. [2006] EWHC 480 (Ch) at [111] to [113].
File all material Tax returns and reports required by law to be filed by it and promptly pay all Taxes and governmental charges at any time owing, except when failure to do so would not reasonably be expected to have a Vistra Xxxxx Xxxxxxxx Adverse Effect or such Taxes are being contested in good faith by appropriate proceedings and for which appropriate reserves in accordance with relevant GAAP shall have been set aside on its books.
Such Originator is duly formed, validly existing and in good standing under the laws of its jurisdiction of organization, and it is duly qualified to do business and is in good standing as a foreign organization in every jurisdiction where the nature of its business requires it to be so qualified, except where the failure to be so qualified would not have a Vistra Xxxxx Xxxxxxxx Adverse Effect.
There is no pending or, to such Originator’s best knowledge, threatened action or proceeding affecting such Originator or any of its Subsidiaries before any Governmental Authority or arbitrator that would have a Vistra Xxxxx Xxxxxxxx Adverse Effect.
Such Originator is not in violation of any order of any court, arbitrator or Governmental Authority binding on such Originator if such violation would have a Vistra Xxxxx Xxxxxxxx Adverse Effect.
To the knowledge of TMX Group, neither TMX Group nor any of its Subsidiaries is in breach or default under any Material Contract to which it is a party or bound, nor does TMX Group have knowledge of any condition that with the passage of time or the giving of notice or both would result in such a breach or default, except in each case where any such breaches or defaults would not, individually or in the aggregate, reasonably be expected to result in, or result in, a TMX Xxxxx Xxxxxxxx Adverse Effect.
Since the date of this Agreement there shall have been no Target Xxxxx Xxxxxxxx Adverse Effect.
During the period from the date hereof to the Closing Date, there shall not have been any Buyer Xxxxx Xxxxxxxx Adverse Effect.
It is also ROTnaR’s expectation that an accidental discovery protocol will be developed with ROTnaR and apply to all such construction activities.
More Definitions of Xxxxx Xxxxxxxx Adverse Effect
Xxxxx Xxxxxxxx Adverse Effect means any fact, circumstance or change that has or is reasonably likely to have a material adverse effect on the Business taken as a whole; provided, however, that facts, circumstances or changes or effects resulting from, relating to or arising out of the following shall not be taken into account when determining whether a Xxxxx Xxxxxxxx Adverse Effect has occurred or is reasonably likely to occur: (i) general market or economic conditions; (ii) general market or economic conditions in the industries in which the Group conducts the Business; (iii) currency exchange rate fluctuations; (iv) political conditions (including changes arising out of acts of terrorism, sabotage, armed hostilities or war), weather conditions or other force majeure events; (v) changes in Law or changes in the accounting principles pursuant to which the Group is required to change its prior accounting policies or practices; and (vi) any loss of, or adverse change in the relationship with, Employees, customers or suppliers of the Business proximately caused by the pendency or announcement of the Transaction or any other transactions or actions contemplated by this Agreement.
Xxxxx Xxxxxxxx Adverse Effect means any event or circumstance which would have a material and adverse effect on the financial position, business or properties, results of operations or prospects of the Group taken as a whole, but excluding any change resulting from the performance of the obligations under, or compliance with, the terms and conditions of this Agreement, the Exclusive Services Framework Agreement and related documents;
Xxxxx Xxxxxxxx Adverse Effect means any event, change, or effect that is materially adverse to the condition (financial or otherwise), properties, assets, liabilities, business, operations or results of operations of the Group Companies, taken as a whole, except to the extent that such change, event, or effect is attributable to or results from (i) changes affecting the securities or capital markets or economic conditions generally in the country or countries in which the Group Companies conduct their businesses, (ii) changes affecting the industries in which the Group Companies operate generally (as opposed to changes affecting the Group Companies specifically or predominantly) or (iii) changes in Irish GAAP or U.S. GAAP.
Xxxxx Xxxxxxxx Adverse Effect means any fact, circumstance or change (including any loss of, or adverse change in the relationship with, Employees, customers or suppliers of the Operations that Purchaser proves is not proximately caused by the pendency or announcement of the Transaction or any other transactions or actions contemplated by this Agreement) that, individually or when taken together with all other such facts, circumstances, changes that exist at the date of determination, has or is reasonably likely to have a material adverse effect on the Operations taken as a whole; provided, however, that facts, circumstances or changes or effects resulting from, relating to or arising out of the following shall not be taken into account when determining whether a Xxxxx Xxxxxxxx Adverse Effect has occurred or is reasonably likely to occur: (i) general market or economic conditions provided that such conditions do not have a materially disproportionate impact on the Operations, as compared to other similar companies in industries in which the Group operates; (ii) general market or economic conditions in the industries in which the Group conducts the Operations provided that such conditions do not have a materially disproportionate impact on the Operations, as compared to other similar companies in industries in which the Group operates; (iii) currency exchange rate fluctuations; (iv) political conditions (including changes arising out of acts of terrorism, sabotage, armed hostilities or war), crop diseases or weather conditions or other force majeure events; (v) changes in Law or changes in the accounting principles pursuant to which the Group is required to change its prior accounting policies or practices; and (vi) any loss of, or adverse change in the relationship with, Employees, customers or suppliers of the Operations proximately caused by the pendency or announcement of the Transaction or any other transactions or actions contemplated by this Agreement;
Xxxxx Xxxxxxxx Adverse Effect means any event, change, circumstance, condition, occurrence, effect or state of facts that has had or is reasonably likely to have, individually or in the aggregate, a material adverse effect on the assets, properties, business, condition (financial or otherwise) or results of operations of the Group, taken as a whole; provided, however, that none of the following (including any event, change, circumstance, condition, occurrence, effect or state of facts to the extent arising out of the following) shall be deemed, either individually or in the aggregate, to constitute a Xxxxx Xxxxxxxx Adverse Effect: (i) any general condition or event affecting the industries or markets (including customers) in which any member of the Group conducts operations; (ii) any general economic, capital market, financial, political or regulatory conditions, worldwide or in the countries in which the Group conducts operations; (iii) any occurrence, outbreak, escalation or material worsening of war, armed hostilities, acts of terrorism (including cyber terrorism), or any national or international calamity, crisis or emergency (including natural disasters), or any governmental or other response to any of the foregoing, in each case whether or not involving the countries in which the Group conducts operations; (iv) any event, change, occurrence, effect or state of facts related to or resulting from the Transactions or the announcement or pendency thereof (including any (A) actions by customers, suppliers or competitors, (B) loss of personnel, suppliers or customers, or (C) the delay or cancellation of orders for services and products); (v) any change (or proposed change) in applicable accounting requirements or principles or applicable Laws, after the date of this Agreement; (vi) any action taken (or omitted to be taken) by any member of the Group to the extent expressly required by this Agreement or at the Purchaser’s express written request; (vii) any failure to meet financial projections (but not excluding any of the reasons for or factors contributing to any such failure); (viii) any event, change, occurrence, effect or state of facts to the extent resulting from a material, uncured breach of this Agreement by the Purchaser; and (ix) any event, change, occurrence, effect or state of facts resulting from the identity of the Purchaser or its Affiliates; provided, further, that any event, change, occurrence, effect or state of facts set forth in clauses (i), (ii) and (iii) above may...
Xxxxx Xxxxxxxx Adverse Effect means any fact, circumstance, change or effect that, individually or when taken together with all other such facts, circumstances, changes or effects that exist at the date of determination of the occurrence of the Xxxxx Xxxxxxxx Adverse Effect, has or is reasonably likely to have, and continues to have, a material adverse effect on the Operations taken as a whole; provided, however, that the following facts, circumstances, changes or effects (by themselves or when aggregated with any other facts, circumstances, changes or effects resulting from, relating to or arising out of the following shall not be taken into account when determining whether a Xxxxx Xxxxxxxx Adverse Effect has occurred or is reasonably likely to occur: (i) general market, economic or political conditions (including any changes arising out of acts of terrorism or war, weather conditions or other force majeure events), provided that such conditions do not have a materially disproportionate impact on the Operations; (ii) general market, economic or political conditions in the industries in which the Group conducts the Operations (including any CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS MARKED WITH “[*]” AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 11 Execution Copy changes arising out of acts of terrorism, or war, weather conditions or other force majeure events), provided that such conditions do not have a materially disproportionate impact on the Operations; (iii) the announcement or pendency of this Agreement of any of the transactions contemplated hereby; (iv) changes in GAAP pursuant to which the Group is required to change its prior accounting policies or practices, (v) seasonal fluctuations in the Group’s business; or (vi) any facts or circumstances known to the Purchaser prior to the date hereof which could reasonably be expected to have such effect.