Absence of a Company Material Adverse Effect Clause Samples

The "Absence of a Company Material Adverse Effect" clause serves to confirm that, since a specified date or during a defined period, the company has not experienced any significant negative changes that would materially impact its business, financial condition, or operations. In practice, this clause requires the company to disclose any major events—such as substantial losses, regulatory actions, or loss of key customers—that could alter the value or risk profile of the company. Its core function is to protect the buyer or counterparty by ensuring that no unforeseen detrimental events have occurred that would undermine the basis for entering into the transaction.
Absence of a Company Material Adverse Effect. Since the date of this Agreement there shall not have been any event, change, effect, development, condition or occurrence that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
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Absence of a Company Material Adverse Effect. Since November 30, 2010, there shall not have been any Effect that, individually or in the aggregate, has had or would be reasonably expected to have a Company Material Adverse Effect. Parent shall have received a certificate signed on behalf of the Company by its Chief Executive Officer and Chief Financial Officer to the foregoing effect.
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Absence of a Company Material Adverse Effect. Except (x) as disclosed in Company Reports filed with the SEC prior to May 1, 2005, (y) as contemplated by this Agreement (including the Company Disclosure Letter), or (z) as a consequence of acts or omissions of the Company and its subsidiaries taken with the knowledge of Parent (and without its written objection) and intended to benefit Parent and its subsidiaries after the Merger, since April 2, 2005 there has not been any change in the financial condition, properties, business or results of operations of the Company and its subsidiaries or any development or combination of developments of which management of the Company has Knowledge that, individually or in the aggregate, has had or is reasonably likely to have a Company Material Adverse Effect.
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Absence of a Company Material Adverse Effect. Since the Most Recent Balance Sheet Date, there shall not have been any change, effect, event, circumstance, condition, occurrence or development that, individually or in the aggregate, has had (or would be reasonably likely to have) a Company Material Adverse Effect.
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Related to Absence of a Company Material Adverse Effect

  • Absence of Company Material Adverse Effect Since the date of this Agreement, there shall not have been any event, change, effect or development that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect.

  • Company Material Adverse Effect Since the date of this Agreement, there shall not have been any Company Material Adverse Effect or any event, change, or effect that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

  • Absence of Material Adverse Effect Since the date of this Agreement, there shall not have been any event, change or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect.

  • No Company Material Adverse Effect Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect.

  • Notice of Material Adverse Effect The Company shall notify the Buyer (and any subsequent holder of the Debentures), as soon as practicable and in no event later than three (3) business days of the Company’s knowledge of any Material Adverse Effect on the Company. For purposes of the foregoing, “knowledge” means the earlier of the Company’s actual knowledge or the Company’s constructive knowledge upon due inquiry.