Xxxxxxx Material Adverse Effect means any condition, change or ------------------------------- effect that is materially adverse to the business, results of operations or financial condition of Xxxxxxx and its Subsidiaries taken as a whole, but excluding conditions, changes or effects that (a) are caused by general economic conditions or conditions affecting the pharmaceutical industry as a whole, whether in the United States or internationally, which conditions do not affect Xxxxxxx and its Subsidiaries in a disproportional manner or (b) are related to or result from any action or inaction on the part of Shire or any of its affiliates.
Xxxxxxx Material Adverse Effect means any effect, event or change that prevents Xxxxxxx from performing in all material respects his obligations under this Agreement or to consummate the transactions contemplated hereby in accordance with the terms hereof prior to the Termination Date.
Xxxxxxx Material Adverse Effect means a Material Adverse Effect in respect of Xxxxxxx and its Subsidiaries, taken as a whole.
Examples of Xxxxxxx Material Adverse Effect in a sentence
Except as set forth in Section 5.5 of the Xxxxxxx Disclosure Letter, each Xxxxxxx Material Contract has been duly authorized and executed by Xxxxxxx, is in full force and effect and is enforceable by Xxxxxxx in accordance with its terms, except where the failure to be so would not have a Xxxxxxx Material Adverse Effect.
EmployeesThe growth reflected in this strong set of results has been delivered by the dedication and expertise of the Group’s employeesin providing value to our customers.
No approval or consent to the transactions contemplated by this Agreement is required of any governmental authority with jurisdiction over any aspect of the Real Property or its use or operations, except where the failure to obtain such approval or consent would not have a Xxxxxxx Material Adverse Effect.
Each of Xxxxxx'x and its Subsidiaries, and each of their respective directors (but with respect to non-employee directors, only to Xxxxxx'x' best knowledge), officers, persons performing management functions similar to officers and, to Xxxxxx'x' best knowledge, partners, are in compliance with the terms of the Xxxxxx'x Permits, except for such failures to comply, which singly or in the aggregate, would not, individually or in the aggregate, be reasonably likely to have a Xxxxxx'x Material Adverse Effect.
Xxxxxxx is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its assets owned or leased or the nature of its activities makes such qualification necessary (such jurisdictions being specified in Section 3.1(a) of the Xxxxxxx Disclosure Schedule) except where the failure to be so qualified would not have a Xxxxxxx Material Adverse Effect.
More Definitions of Xxxxxxx Material Adverse Effect
Xxxxxxx Material Adverse Effect means (with capitalized terms other than “Xxxxxxx Material Adverse Effect” used in this definition having the meanings assigned thereto in the Merger Agreement unless otherwise specified in this definition) an effect, event, circumstance, development or change that: (a) is materially adverse to the assets, business, results of operations or financial condition of the Xxxxxxx Group Companies, taken as a whole; or (b) materially adversely affects the ability of the Warranting Sellers or Xxxxxxx to perform their respective obligations under the Merger Agreement (as defined in this Agreement) or to consummate the Contemplated Transactions; or (c) results, or an event has occurred that will result, in the cessation or prohibition of the operation of the Business or the elimination of any of the Xxxxxxx Group Companies’ ability to offer gaming products or services in any jurisdiction from which the Xxxxxxx Group Companies derived 5% or more of the gross gaming revenues of the Xxxxxxx Group Companies for the year ended December 31, 2013; other than (with respect to each of (a) and (b) above) any effect, event, circumstance, development or change arising out of or resulting from the following:
Xxxxxxx Material Adverse Effect means an event or circumstance that results in a material adverse effect on the Company (as currently owned and operated); provided that any actual change or changes in reserves (including any reclassification or recalculation of reserves in the ordinary course of business) or in the prices of Hydrocarbons; natural declines in well performances; general business, economic or political conditions; casualty events; local, regional, national or international industry conditions (including changes in applicable Legal Requirements and changes in financial or market conditions); changes or reinterpretations in U.S. generally accepted accounting principles or Legal Requirements; any change resulting from the taking of any action required by, or through failure to take any action prohibited by this Agreement; changes as a result of the negotiation, announcement, execution or performance of this Agreement; actions taken or omitted to be taken by or at the request of CEP; or orders, judgments, injunctions, or other actions or inactions of any Governmental Authority, shall be deemed not to constitute a Xxxxxxx Material Adverse Effect.
Xxxxxxx Material Adverse Effect means any material adverse change, event, circumstance or development with respect to, or material adverse effect on the business, assets, liabilities, capitalization, prospects, condition (financial or other), or results of operations of Xxxx.xxx. For the avoidance of doubt, the parties agree that the terms “material”, “materially” or “materiality” as used in this Agreement with an initial lower case “m” shall have their respective customary and ordinary meanings, without regard to the meaning ascribed to Xxxx.xxx Material Adverse Effect.
Xxxxxxx Material Adverse Effect means any change, event, development, condition, occurrence or effect that (a) is, or would reasonably be expected to be, materially adverse to the business, condition (financial or otherwise) or results of operations of Xxxxxxx and the Xxxxxxx Subsidiaries, taken as a whole or (b) has, or would reasonably be expected to have, a material adverse effect on the ability of the Xxxxxxx Entities to perform their obligations hereunder, or to consummate the transactions contemplated hereby; provided, however, that none of the following shall be deemed in themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, an Xxxxxxx Material Adverse Effect under clause (a) of this definition: (i) any changes resulting from general market, economic, financial, capital markets or political or regulatory conditions, (ii) any changes or proposed changes of Law or GAAP (or, in each case, authoritative interpretations thereof), (iii) any changes resulting from any act of terrorism, war, national or international calamity, or any worsening thereof, (iv) any changes generally affecting the industries in which Xxxxxxx and the Xxxxxxx Subsidiaries conduct their businesses, (v) any changes resulting from the execution of this Agreement or the announcement or the pendency of the Merger, including any loss of employees or customers, any cancellation of or delay in customer orders or any disruption in or termination of (or loss of or other negative effect or change with respect to) customer, supplier, distributor or similar business relationships or partnerships resulting from the transactions contemplated by this Agreement (provided, that this clause (v) does not apply in the context of any representation or warranty of Houston contained in Section 5.4, Section 5.5 or Section 5.9(b))), (vi) changes in Houston’s stock price or the trading volume of Houston’s stock or any change in the credit rating of Houston or Xxxxxxx (but not, in each case, the underlying cause of any such changes, unless such underlying cause would otherwise be excepted by another clause of this definition), (vii) any changes or effects resulting from any action required to be taken by the terms of this Agreement, (viii) the failure to meet internal or analysts’ expectations, projections or results of operations (but not, in each case, the underlying cause of any such changes, unless such underlying cause would ot...
Xxxxxxx Material Adverse Effect means (a) a material adverse change in, or a material adverse effect upon, the operations, business, affairs, financial condition, assets or property of Xxxxxxx and its Subsidiaries taken as a whole; (b) a material impairment of the ability of either Guarantor to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against either Guarantor of any Loan Document to which it is a party. Executed this ___ day of October, 2008. THE X. X. XXXXXXX COMPANY By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President, CFO & Treasurer X.X. XXXXXXX LLC By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President, CFO & Treasurer Address: The X. X. Xxxxxxx Company Xxx Xxxxxxxxxx Xxxx Xxxxxxxx, Xxxx 00000 EXHIBIT A FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: To: Bank of Montreal, as Administrative Agent and the Lenders Ladies and Gentlemen: Reference is made to that certain Guaranty, dated as of October 31, 2008 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Guaranty;” the terms defined therein being used herein as therein defined), by The X. X. Xxxxxxx Company (“Xxxxxxx”) and X.X. Xxxxxxx LLC (collectively, the “Guarantors”) in favor of the Lenders and Bank of Montreal, as Administrative Agent. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of Xxxxxxx, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent and the Lenders on behalf of Xxxxxxx, and that: [Use following paragraph 1 for fiscal year-end financial statements]
Xxxxxxx Material Adverse Effect means, with respect to any XxXxxxx Company any change, event, effect or occurrence that, individually or in the aggregate with any other change, event, effect or occurrence: (a) has had or would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of such XxXxxxx Company, taken as a whole; provided, however, that in the case of this clause (a), none of the following (or the effect of any of the following), alone or in combination, shall be taken into account in determining whether a XxXxxxx Material Adverse Effect has occurred or is reasonably likely to occur with respect to such XxXxxxx Company: any adverse change, event, effect or occurrence arising after the date of this Agreement from or related to (i) general business or economic conditions in or affecting the United States, or changes therein, or the global economy generally, (ii) any national or international political or social conditions in the United States or any other country, including the engagement by the United States or any other country in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence in any place of any military or terrorist attack, sabotage or cyberterrorism, (iii) changes attributable to the announcement or pendency of the transactions contemplated by this Agreement (provided that this clause (iii) shall be disregarded for purposes of determining the accuracy of the representations and warranties contained in Section 4.3 and Section 4.5 as of the date hereof and as of the Closing), (iv) changes in conditions of the credit, debt, financial, banking, capital or securities markets (including changes in interests or exchange rates, prices of any security or market index or commodity, or any disruption of such markets) generally in the United States or any other country or region in the world, (v) changes in any applicable Laws or changes or proposed changes in GAAP (or any interpretation thereof) after the date hereof, (vi) any change, event, effect or occurrence that is generally applicable to the industries or markets in which such XxXxxxx Company operates, (vii) any failure by such XxXxxxx Company to meet, or changes to, any internal or published budgets, projections, forecasts, estimates or predictions (although the underlying facts and circumstances resulting in such failure may be taken into account to the extent not otherwise excluded from this definition pur...
Xxxxxxx Material Adverse Effect means any circumstance, development, change, event, state of facts, condition or effect that individually or in the aggregate, has a material adverse effect on the condition (financial or otherwise), business, assets or results of operations of the Echo Business, taken as a whole; provided that none of the following (or the results thereof) will constitute, or be taken into account in determining whether there has been or will be, an Xxxxxxx Material Adverse Effect: (i) any changes after the date hereof in general United States or global economic, political, business, labor or regulatory conditions, including changes in United States or global securities, credit, financial, debt or other capital markets, (ii) any changes after the date hereof (including changes of Applicable Law) or conditions generally affecting the industry in which Aspen and its Subsidiaries operate, (iii) any acts of God, force majeure, natural disasters, weather conditions, terrorism, armed hostilities, cyber-attacks, sabotage, war or any escalation or worsening of acts of war, epidemic, pandemic or disease outbreak (including the COVID-19 pandemic, COVID-19 Measures or other restrictions that relate to, or arise out of, a pandemic, epidemic or disease outbreak), (iv) the execution and delivery of this Agreement, the public announcement of, or the pendency of, this Agreement or the Transactions, including the identity of Aspen or any adverse change in customer, supplier, governmental, landlord, employee or similar relationships resulting therefrom or with respect thereto (it being understood and agreed that this clause (iv) shall not apply with respect to Section 4.04 and Section 10.03(a) solely as such section relates to Section 4.04), (v) any failure by the Echo Business to meet any internal or published budgets, projections, forecasts or predictions of financial performance for any period (it being understood that any underlying facts or causes giving rise or contributing to such failure that are not otherwise excluded from the definition of “Xxxxxxx Material Adverse Effect” may be taken into account in determining whether there has been, or would reasonably be expected to be, an Xxxxxxx Material Adverse Effect), (vi) any change in Applicable Law or GAAP occurring after the date hereof, (vii) any action or omission required by this Agreement or any other Transaction Document or taken or omitted to be taken at the written request of Aspen, and (viii) any change in the trading price ...