Xxxxxx Material Adverse Effect such event, development, occurrence, state of facts or change that has a material adverse effect on the business, operations or financial condition of Xxxxxx and its Subsidiaries, taken as a whole, but shall not include (a) events, developments, occurrences, states of facts or changes (i) generally affecting the industries or the segments thereof in which Xxxxxx and its Subsidiaries operate (including changes to commodity prices) in the United States or elsewhere, (ii) generally affecting the economy or the financial, debt, credit or securities markets, in the United States or elsewhere, (iii) resulting from any political conditions or developments in general, or resulting from any outbreak or escalation of hostilities, declared or undeclared acts of war or terrorism (other than any of the foregoing to the extent that it causes any direct damage or destruction to or renders physically unusable or inaccessible any facility or property of Xxxxxx or any of its Subsidiaries), (iv) reflecting or resulting from changes or proposed changes in Law (including rules and regulations), interpretations thereof, regulatory conditions or US GAAP or other accounting standards (or interpretations thereof), or (v) resulting from actions of Xxxxxx or any of its Subsidiaries which Eaton has expressly requested in writing or to which Eaton has expressly consented in writing; or (b) any decline in the stock price of the Xxxxxx Shares on the NYSE or any failure to meet internal or published projections, forecasts or revenue or earning predictions for any period (provided that the underlying causes of such decline or failure may, to the extent applicable, be considered in determining whether there is a Xxxxxx Material Adverse Effect); or (c) any events, developments, occurrences, states of facts or changes resulting from the announcement or the existence of this Agreement or the transactions contemplated hereby or the performance of and the compliance with this Agreement (except that this clause (c) shall not apply with respect to Xxxxxx’x representations and warranties in Clause 6.1(c)(iii));
Xxxxxx Material Adverse Effect means a Material Adverse Effect with respect to Xxxxxx.
Xxxxxx Material Adverse Effect means any event, occurrence, fact, condition or change that is, or would reasonably be expected to become, individually or in the aggregate, materially adverse to (a) the business, results of operations, condition (financial or otherwise) or assets of Xxxxxx, or (b) the ability of Xxxxxx or any Holder to consummate the transactions contemplated hereby on a timely basis; provided, however, that "Xxxxxx Material Adverse Effect" shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (i) general economic or political conditions; (ii) conditions generally affecting the industries in which Xxxxxx operates; (iii) any changes in financial or securities markets in general; or (iv) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; provided further, however, that any event, occurrence, fact, condition or change referred to in clauses (i) through (iv) immediately above shall be taken into account in determining whether a Xxxxxx Material Adverse Effect has occurred or would reasonably be expected to occur to the extent that such event, occurrence, fact, condition or change has a disproportionate effect on Xxxxxx compared to other participants in the industries in which Xxxxxx conducts its businesses.
Examples of Xxxxxx Material Adverse Effect in a sentence
Each Xxxxxx Party is duly licensed or qualified to do business as a foreign partnership or limited liability company, as applicable, and is in good standing in the states in which the character of the properties and assets now owned or held by it or the nature of the business now 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 reasonably be expected to have a Xxxxxx Material Adverse Effect.
The consummation of the transactions contemplated hereby will not impair or require the consent of any person with respect to any such rights, in each case, except as would not, individually or in the aggregate, have, or reasonably be expected to have, a Xxxxxx Material Adverse Effect.
Except as set forth on Schedule 6.11 of the Xxxxxx Disclosure Schedules, all of the assets, interests and other rights necessary to own all of the assets of Xxxxxx, and conduct the operations of Xxxxxx in the ordinary course and in substantially the same manner as currently being conducted and consistent with past practice, are owned or leased by Xxxxxx, except as would not reasonably be expected to have a Xxxxxx Material Adverse Effect.
Since the Execution Date, there shall not have occurred any Event or Events which has had, or would be reasonably expected to have, individually or in the aggregate, a Xxxxxx Material Adverse Effect.
Except as set forth on Schedule 6.7 of the Xxxxxx Disclosure Schedules or as expressly contemplated by this Agreement, since September 30, 2014, (a) the Xxxxxx Entities have conducted their business in the ordinary course and in a manner consistent with past practice and (b) there has not been any Event, occurrence or development which would be reasonably expected to have a Xxxxxx Material Adverse Effect.
More Definitions of Xxxxxx Material Adverse Effect
Xxxxxx Material Adverse Effect means, when used with reference to one or more events, changes, circumstances or effects, a material adverse effect on the business, operations, assets, liabilities or financial condition of Xxxxxx and its Subsidiaries taken as a whole, other than events, changes, circumstances or effects that arise out of or result from (or, in the case of clause (iii) below, directly arise out of or result from) (i) economic factors affecting the economy or financial markets as a whole (whether such change results from any outbreak of hostility, terrorist activity, war or otherwise), (ii) economic, political or regulatory factors generally affecting the industries or countries in which Xxxxxx or any of its Subsidiaries operates, (iii) the announcement of the execution of this Agreement and the agreements contemplated hereby or the compliance by the parties with their respective obligations hereunder and thereunder (including any cancellations of or delays in customer orders, any reduction in sales, any disruption in supplier, distributor, partner or similar relationships or any loss of employees), (iv) any conditions imposed by, or actions taken at the direction of, any Governmental Authority in connection with the transactions contemplated hereby (including compliance with any requests or orders of the Pension Benefit Guaranty Corporation relating to a Xxxxxx Existing Pension Plan) and (v) the occurrence of any of the events described in Section 14.1 of the Xxxxxx Disclosure Schedule; provided, however, that, without limiting the effect of Applicable Law relating to the allocation of the burden of proof applicable to assertions as to the presence or absence of a Xxxxxx Material Adverse Effect (other than with respect to clause (iii) above), Xxxxxx shall have the burden of proof with respect to any assertion by it of the applicability of the exception to the definition of Xxxxxx Material Adverse Effect set forth in clause (iii) above.
Xxxxxx Material Adverse Effect means any event, occurrence, fact, condition or change that is, or could reasonably be expected to be, individually or in the aggregate, materially adverse to: (i) the business, results of operations, condition (financial or otherwise) or assets related to or associated with XxXxxx; or (ii) the ability of XxXxxx to consummate the Transaction by the Outside Date; provided, however, that any event, occurrence, fact, condition or change that is primarily caused by (A) conditions affecting the Canadian, United States, Mexican or Argentinian economy generally (except to the extent any such event, occurrence, fact, condition or change has a disproportionate adverse impact on XxXxxx relative to other gold mining companies of similar size in the relevant jurisdiction), (B) conditions affecting the mining industry or gold mining industry generally (except to the extent any such event, occurrence, fact, condition or change has a disproportionate adverse impact on XxXxxx relative to other gold mining companies of similar size in the relevant jurisdiction), (C) the execution, announcement, pendency or performance of this Agreement or the consummation of the Transaction or any public statements made by third parties in response to the announcement, pendency or performance of the Transaction, (D) any act of terrorism, war (whether or not declared), armed hostilities, riots, insurrection, civil disorder, military conflicts, political instability or other armed conflict, national calamity, national crisis or national emergency, or any governmental response to any of the foregoing, (E) any climatic or other natural events or conditions (including any natural disaster), (F) any change or proposed change in law or accounting rules or the interpretation thereof applicable to the industry or markets in which Primero or XxXxxx operates (and any changes resulting therefrom), (G) any change, effect, event or development generally affecting the industry or markets in which Primero or XxXxxx operates, (H) the failure of XxXxxx to meet any internal, published or public projections, forecasts, guidance or estimates, including in relation to production, revenues, earnings or cash flows (it being understood that the causes underlying such failure may be taken into account in determining whether a XxXxxx Material Adverse Effect has occurred), (I) any change in the market price or trading volume of any securities of XxXxxx (it being understood that the causes underlying such change in ma...
Xxxxxx Material Adverse Effect means any event, change or effect that, individually or when taken together with all other such events, changes or effects, is or is reasonably likely to be materially adverse to the business, operations, condition (financial or otherwise), Assets or liabilities of XxXxxx and its subsidiaries, taken as a whole.
Xxxxxx Material Adverse Effect means potential liabilities and costs that reasonably may exceed $5,000,000). True and complete copies of Xxxxxx'x Certificate of Incorporation and By-Laws, as in effect on the date hereof, including all amendments thereto, have heretofore been delivered to Recoton.
Xxxxxx Material Adverse Effect means, with respect to Xxxxxx, any change or effect that (x) is, or is reasonably likely to be, materially adverse to the business, results of operations, or financial condition of Xxxxxx and its Subsidiaries, taken as a whole or (y) would, or is reasonably likely to, materially impair the ability of Xxxxxx to perform its obligations under this Agreement or otherwise materially threaten or impede the consummation of the Merger and the other transactions contemplated by this Agreement, in either case other than any change, event or occurrence (to the extent that they do not, in any case, disproportionately affect Xxxxxx) relating to (i) the United States or global economic or industry conditions generally, (ii) the United States or global securities markets in general, (iii) this Agreement or the transactions contemplated hereby or the announcement thereof, (iv) changes in legal or regulatory conditions that affect generally the businesses in which Xxxxxx and its Subsidiaries are engaged, (v) the general level of interest rates, or (vi) financial institutions or the credit market generally.
Xxxxxx Material Adverse Effect means any material adverse effect on the ability of Xxxxxx, Parent or Merger Subsidiary to complete the transactions contemplated by this Agreement.
Xxxxxx Material Adverse Effect means any fact, circumstance, event, change, effect or occurrence that, individually or in the aggregate with all other facts, circumstances, events, changes, effects or occurrences, has had or would be reasonably likely to have a material adverse effect on the assets, liabilities, properties, business, results of operations or condition (financial or otherwise) of the Partnership and its Subsidiaries, taken as a whole, or on the ability of the Xxxxxx Parties to perform their obligations hereunder or to consummate the Merger, but shall not include: (a) facts, circumstances, events, changes, effects or occurrences (i) generally affecting the midstream oil and gas or gathering and processing industries (including commodity prices), (ii) generally affecting the economy or the financial or securities markets in the United States or globally (including interest rates), (iii) generally affecting regulatory or political conditions in the United States or globally, (iv) caused by compliance with the terms of this Agreement (including omissions required by this Agreement), (v) caused by the announcement or pendency of the Merger (including litigation brought by any Unitholders of the Partnership (on their own behalf or on behalf of the Partnership) or loss of or adverse changes in relationships with employees, customers or suppliers of the Partnership) or (vi) caused by any action taken or omitted to be taken by an officer of a Xxxxxx Party at the direction of any of the Parent Parties or Xx. Xxxx (other than (A) in his capacity as part of, (B) in accordance with authority delegated to him by, or (C) as otherwise authorized by, the Board of Directors or any committee thereof); (b) changes in applicable Laws or GAAP after the date hereof; (c) a decrease in the market price of the Common Units; (d) any failure by the Xxxxxx Parties to meet any internal or publicly disclosed projections, forecasts or estimates of revenue or earnings; (e) a Ratio Default; or (f) any decrease in distributions in respect of the Common Units; except, in the case of clauses (a)(i), (a)(ii) or (a)(iii) of this definition, for any fact, circumstance, event, change, effect or occurrence that affects the assets, liabilities, properties, business, results of operations or condition (financial or otherwise) of the Partnership and its Subsidiaries, taken as a whole, in a disproportionately adverse manner, compared to other participants in the midstream oil and gas or gathering and processing indu...