Parent Material Adverse Effect Clause Samples
The "Parent Material Adverse Effect" clause defines what constitutes a significant negative impact on the parent company’s business, assets, or financial condition. Typically, this clause outlines specific thresholds or events—such as substantial losses, regulatory penalties, or major litigation—that would be considered materially adverse. Its core function is to set clear criteria for when the parent company’s situation has deteriorated enough to trigger certain rights or remedies for the other party, such as the ability to terminate a transaction or renegotiate terms, thereby allocating risk and ensuring both parties understand the boundaries of acceptable adverse changes.
Parent Material Adverse Effect. Since the date of this Agreement, there shall not have been any Parent Material Adverse Effect or any event, change, or effect that would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.
Parent Material Adverse Effect. No Parent Material Adverse Effect shall have occurred since the date of this Agreement.
Parent Material Adverse Effect. The term "Parent Material ------------------------------ --------------- Adverse Effect" shall mean an adverse effect on the properties, assets, -------------- financial position, results of operations, long-term debt, other indebtedness, cash flows or contingent liabilities of the Parent and its consolidated subsidiaries, taken as a whole, in an amount of $100,000 or more.
Parent Material Adverse Effect. Since the date hereof, there shall not have occurred and be continuing any event, occurrence, fact, condition, change, development or effect that has had or would reasonably be expected to have a Parent Material Adverse Effect.
Parent Material Adverse Effect. Since the date of this Agreement, there will have been no change, occurrence or circumstance in the business, results of operations or financial condition of any Acquiring Company having a Parent Material Adverse Effect.
Parent Material Adverse Effect. During the period from the date hereof to the Closing Date, there shall not have been a Parent Material Adverse Effect.
Parent Material Adverse Effect. Section 4.1(b) ............23
Parent Material Adverse Effect. No Parent Material Adverse Effect shall have occurred since the date of this Agreement. The Company shall have received a certificate, dated the date of the Closing and signed by an executive officer of Parent to the foregoing effect.
Parent Material Adverse Effect. Section 4.1(a)........................................30 Parent.......................................Preamble...............................................1 Patents...................................
Parent Material Adverse Effect. No Parent Material Adverse Effect shall have occurred or exist following the execution and delivery of this Agreement (whether or not events or circumstances occurring prior to the execution and delivery of this Agreement caused or contributed to the occurrence of such Parent Material Adverse Effect).