Common use of No Closing Date Material Adverse Effect Clause in Contracts

No Closing Date Material Adverse Effect. Except as (i) set forth in, in the case of Verge, the disclosure letter delivered by Verge to the Borrower and Merger Sub, simultaneously with the execution of the Acquisition Agreement (the “Verge Disclosure Letter”) or, in the case of the Borrower and Merger Sub, the disclosure letter delivered by the Borrower and Merger Sub to Verge simultaneously with the execution of the Acquisition Agreement (the “Westwood Disclosure Letter,” and each of the Verge Disclosure Letter and the Westwood Disclosure Letter, a “Disclosure Letter”), (ii) in the case of the Borrower, disclosed in the Westwood SEC Reports (as defined below) publicly filed with the Securities and Exchange Commission (the “SEC”) at least two Business Days (as defined below) prior to the execution of the Acquisition Agreement (excluding any disclosures set forth in any risk factor section in any Westwood SEC Report (as defined below), forward-looking statements contained in any Westwood SEC Report or any exhibit to any Westwood SEC Report (except, in the case of an exhibit to any Westwood SEC Report, to the extent explicitly referred to in the Acquisition Agreement for a particular purpose)), or (iii) in the case of Verge, disclosed in the Most Recent Verge Audit (as defined below) (excluding any disclosures set forth in any risk factor section in the Most Recent Verge Audit or forward-looking statements contained in the Most Recent Verge Audit), (x) with respect to Verge, except as disclosed in Section 3.19 of its Disclosure Letter, since December 31, 2010, there has not been a “Closing Date Material Adverse Effect” (as defined below) and (y) with respect to the Borrower, except as disclosed in Section 3.19 of its Disclosure Letter, since December 31, 2010, there has not been a “Closing Date Material Adverse Effect” (as defined below).