Closing Material Adverse Effect definition
Closing Material Adverse Effect means any material adverse change, effect, event, occurrence, fact or condition in or on the business, results of operation, condition (financial or otherwise) or assets of the Target, taken as a whole, provided, however, that in no event shall any of the following, alone or in combination, be deemed to constitute, nor shall any of the following be taken into account in determining whether there has been, a Closing Material Adverse Effect: any material adverse facts, circumstances, events, changes, effects or occurrences (a) resulting from or relating to the identity of Buyer or any of its Affiliates as the Buyer of the Target or the announcement of or execution of the Acquisition Agreement or the pendency of the transactions contemplated by the Acquisition Agreement, including losses or threatened losses of employees, customers, suppliers or others having relationships with the Target; (b) resulting from or relating to political conditions or any acts of terrorism or war; (c) relating to generally applicable economic conditions (including the state of the financial, debt, credit or securities markets, in the United States or elsewhere) or the industries in which the Target operates in general; (d) resulting from or relating to any change in Laws or GAAP or authoritative interpretations thereof; (e) resulting from or relating to the failure of the Business to meet projections, forecasts or estimates delivered to any Person (provided that the underlying causes of such failures may be considered in determining whether there is a Closing Material Adverse Effect unless otherwise provided in this definition); (f) resulting from or relating to any natural or man-made disaster or acts of God, or (g) resulting from or relating to actions of the Target or any of its Affiliates which Buyer has expressly requested or to which Buyer has expressly consented; except, in the case of clauses (b), (c), (d) or (f), where such change, effect, event, occurrence, fact or condition disproportionately affects the Target, taken as a whole, relative to other participants in the industries in which the Target operates. Capitalized terms used above in the definition of “Closing Material Adverse Effect” without definition shall have the meanings assigned to them in the Acquisition Agreement.
Closing Material Adverse Effect means that (i) Delta Airlines, Inc. shall have given the Company written notice of its intention to terminate substantially all of the engineering projects pending at the time of such notice, including a request for the return of the related deposits or (ii) United Airlines, Inc. shall have given the Company written notice of its intention to terminate substantially all of its business that it sends to the Company’s MRO services.
Closing Material Adverse Effect means any event, change, circumstance or development that is materially adverse to (i) the ability of Seller to consummate the transactions contemplated by this Agreement, the Mexican Stock Purchase Agreement and the Merger Agreement or (ii) the business, financial condition or results of operations of Maquiladora, the business, financial condition or results of operations of the Washington Business and the Assets taken as a whole, other than, with respect to clause (ii), any event, change, circumstance or development (A) resulting from any action taken in connection with the transactions contemplated hereby pursuant to the terms of this Agreement or the Merger Agreement, (B) relating to the economy or financial markets in general, (C) relating in general to the industries in which Seller, Maquiladora and the Washington Business operate and not specifically relating to Seller, Maquiladora and the Washington Business or (D) relating to any action or omission of Seller, Maquiladora or Washington or any Subsidiary of any of them taken with the express prior written consent of Purchaser.
Examples of Closing Material Adverse Effect in a sentence
Notwithstanding the foregoing, Purchaser acknowledges that VFL has publicly disclosed its intention to discontinue engaging in the Business and has ceased marketing the Insurance Contracts, that developments resulting from such actions will not be deemed a Closing Material Adverse Effect and that VFL's operation of the Business consistent with such actions will not be deemed a breach of the representation in Section 3.19(b).
Since the date hereof, there shall not have been any change, event or circumstance with respect to the Business which has had or would reasonably be expected to have a Closing Material Adverse Effect.
Excluding from the foregoing are such violations, conflicts, breaches, defaults, terminations, accelerations, creations of liens, or incumbency that would not, in the aggregate, have a Business Material Adverse Effect or a Closing Material Adverse Effect.
Except for those which would not reasonably be expected to have a First Closing Material Adverse Effect, Aduromed and each of its subsidiaries has all necessary franchises, permits, licenses and other rights and privileges necessary to permit it to own its property and to conduct its business as is presently conducted.
There is no action, suit or proceeding, or governmental inquiry or investigation, pending, or, to Aduromed's knowledge, any reasonable basis therefor or threat thereof, against Aduromed or any of its subsidiaries which questions the validity of the Original Purchase Agreement or the First Closing Related Agreements or the right of Aduromed to enter into any of them, or which would reasonably be expected to result, either individually or in the aggregate, in a First Closing Material Adverse Effect.
More Definitions of Closing Material Adverse Effect
Closing Material Adverse Effect means any change, event, occurrence, development, effect, condition, circumstance or matter that, individually or in the aggregate, has or would reasonably be likely to have a material adverse effect on the assets, liabilities, business, financial condition or results of operation of the Sold Companies and the Business, taken as a whole; provided, however, that none of the following shall be considered or taken into account in determining whether there has been or would reasonably be likely to be a Material Adverse Effect: any change, event, occurrence, development, effect, condition, circumstance or matter resulting from or relating to (A) the pendency or public announcement of the Carve-out and the Transaction, including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, distributors, partners, regulators or employees (including any employee departures or labor union or works council activities); (B) global or national or regional economic, monetary or financial conditions, including changes or developments in credit markets (including changes in prevailing interest or exchange rates), financial or securities markets (including the disruption thereof and any decline in the price of any security or market index), or general economic, business or regulatory conditions anywhere in the world, or (C) national or international or regional political or social conditions; (D) the commencement, continuation or escalation of a war, armed hostilities or other international or national emergency, calamity or act of terrorism or any weather or health/epidemic related or other force majeure event or natural disaster or the worsening thereof; (E) any change in applicable Laws or applicable accounting principles or, in each case, in the interpretation or enforcement thereof after the date hereof; (F) general conditions in or of the industries in which the Business operates; (G) any change, event, occurrence, development, effect, condition, circumstance or matter that is cured by Seller or its Affiliates to the reasonable satisfaction of Purchaser (including by the payment of money); (H) any failure to meet any internal or external projections, forecasts, guidance, estimates, milestones, budgets or internal or published financial or operating predictions of revenue, earnings, cash flow or cash position (except that the underlying cause of any such failure may be considered and taken into account in determining whether there has been...
Closing Material Adverse Effect means a material adverse effect on the financial condition and results of operations of the Business taken as a whole; provided, however, that the following shall be excluded from the definition of "Closing Material Adverse Effect" and from any determination as to whether a Closing Material Adverse Effect has occurred or may occur: (i) any adverse change or effect that is caused by or that arises out of conditions affecting the economy, prevailing interest rates or financial, banking, currency or capital markets in general; (ii) any adverse change or effect that is caused by or that arises out of conditions affecting the life insurance industry, the variable insurance products industry or the insurance or financial services industries generally; and (iii) any adverse change or effect resulting from the announcement or the pendency of the transactions contemplated by this Agreement, or from Purchaser's violation of Section 5.11 (including, but not limited to, changes in relations with employees and independent brokers and agents (including managing and selling general agents), and declines in sales volumes or net operating income).
Closing Material Adverse Effect has the meaning set forth in Section 4.01(e).
Closing Material Adverse Effect means the occurrence after the date hereof of either (a) a case of bovine spongiform encephalopathy in livestock located in any of the following countries: the United States or Australia; or (b) a case of bovine hoof (or foot) and mouth disease in livestock located in any of the following countries: the United States or Australia.
Closing Material Adverse Effect means any event, change, circumstance or development that is materially adverse to (i) the ability of Seller to consummate the transactions contemplated by this Agreement and the Merger Agreement or (ii) the business, financial condition or results of operations of Maquiladora, the business, financial condition or results of operations of the Washington Business and the Assets taken as a whole, other than, with respect to clause (ii), any event, change, circumstance or development (A) resulting from any action taken in connection with the transactions contemplated hereby pursuant to the terms of this Agreement or the Merger Agreement, (B) relating to the economy or financial markets in general, (C) relating in general to the industries in which Seller, Maquiladora and the Washington Business operate and not specifically relating to Seller, Maquiladora and the Washington Business or (D) relating to any action or omission of Seller, Maquiladora or Washington or any Subsidiary of any of them taken with the express prior written consent of Purchaser.
Closing Material Adverse Effect means any state of facts, change, event or effect that is materially adverse to (i) the condition (financial or otherwise), (ii) results of operations, (iii) business, (iv) properties, (v) assets or (vi) liabilities (whether accrued, absolute, contingent or otherwise, and whether or not due or to become due or asserted or unasserted) of Holdings, Intermediate Holdings, the Borrower, the Subsidiaries and the Business, taken as a whole, except that any such state of facts, change, event or effect resulting from or arising out of (a) changes or developments in law (including any statute, constitutional provision, code, ordinance, rule, regulation, directive, concession, order or other requirement or guideline of any country or subdivision thereof) or changes or developments in the enforcement thereof, (b) changes or developments in international, national, regional, state or local wholesale or retail markets for automotive aftermarket products, (c) changes or developments in financial or securities markets or the economy in general, including changes in currency exchange or interest rates, or (d) changes or developments resulting from acts of terrorism or war (whether or not declared), except to the extent causing damage to the properties and assets of Holdings, Intermediate Holdings, the Borrower or the Business, shall not constitute a Closing Material Adverse Effect, except, in the case of clauses (a) through (d), to the extent such changes or developments have a materially disproportionate effect on Holdings, Intermediate Holdings, the Borrower and the Business relative to other persons or entities engaged in the manufacture and sale of products that are within the scope of the Business as presently conducted. In determining whether there has been a "Closing Material Adverse Effect", both the adverse and the favorable aspects of any state of facts, change, event or effect on the elements set forth in clauses (i) through (vi) of the previous sentence shall be considered taken as a whole, although a "Closing Material Adverse Effect" may arise from adverse aspects that relate to less than all (including only one) of such elements (with such adverse aspects considered in light of the favorable aspects of the elements set forth in clauses (i) through (vi) of the previous sentence taken together as a whole).
Closing Material Adverse Effect means any circumstance, change or effect or other matter that would reasonably be expected to materially and adversely affect the business, operations or financial condition of the Partnership and its Subsidiaries and Chief Gathering LLC and its Subsidiaries, taken as a whole (the “Combined Company”); provided, however, that the following shall not be deemed to constitute, create or cause a Closing Material Adverse Effect: