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

No Closing Date Material Adverse Effect. There shall not have occurred any change, effect, event, occurrence, state of facts or development which individually or in the aggregate would reasonably be expected to result in any change or effect, that is materially adverse to the business, financial condition or results of operations of the Borrower and its Subsidiaries, taken as a whole (after giving effect to the Transactions), since September 30, 2005 (a “Material Adverse Change”); provided, that none of the following shall be deemed, 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, a Material Adverse Change: (A) any change, effect, event, occurrence, state of facts or development (1) in the financial or securities markets or the economy in general, (2) in the industries in which the Borrower or any of its Subsidiaries (after giving effect to the Transactions) operates in general, to the extent that such change, effect, event, occurrence, state of facts or development does not disproportionately impact the Borrower or any of its Subsidiaries (after giving effect to the Transactions), or (3) resulting from any divestiture required to be effected pursuant to the terms of the Acquisition Agreement, (B) any failure, in and of itself, by the Borrower or Target to meet any internal or published projections, forecasts or revenue or earnings predictions (it being understood that the facts or occurrences giving rise or contributing to such failure may be deemed to constitute, or be taken into account in determining whether there has been or would reasonable be expected to be, a Material Adverse Change or (C) any effect on the Borrower’s or Target’s business relating to or arising from any product recalls announced by Target prior to January 16, 2006, or any related pending or future litigation, investigations by governmental authorities or other developments.