Material Adverse Change (or Effect) means a change (or effect), in the condition (financial or otherwise), properties, assets, liabilities, rights, obligations, operations, business or prospects which change (or effect) individually or in the aggregate, is materially adverse to such condition, properties, assets, liabilities, rights, obligations, operations, business or prospects.
Material Adverse Change (or Effect) means a change (or effect) that is materially adverse to the condition (financial or otherwise), properties, assets, Liabilities, rights, obligations, operations, results of operations or business of a Person, which in the case of the Company or Parent shall be viewed together with its respective Subsidiaries on a consolidated basis (other than, in the case of the Company, the following in and of themselves, either alone or in combination: (i) any effect or change occurring as a result of (A) general economic or financial conditions or (B) conditions affecting the Company's industry as a whole; (ii) any change or effect resulting from any announcement of the Agreement or Merger or the transactions contemplated in connection therewith, except that the termination or asserted termination or modification in any manner adverse to the Company, to any material Contract of the Company shall not fall within this subsection (ii); (iii) a change in the market price or trading volume of Company Common Stock; and (iv) a failure by the Company to meet the revenue or earnings predictions of equity analysts as reflected in any consensus estimate, or any other revenue or earnings predictions or expectations (other than those earnings predictions or expectations which have been disclosed publicly by the Company), for any period ending (or for which earnings are released) on or after the date of this Agreement and on or prior to the Closing Date).
Material Adverse Change (or Effect) means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent), condition (financial or otherwise) or prospects of Borrower or Borrower and its Subsidiaries taken as a whole; (b) a material impairment of the ability of any Obligor to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Obligor of any Loan Document to which it is a party or its property is subject.
Examples of Material Adverse Change (or Effect) in a sentence
The SFAS 106 actuarial report for 1999 indicates that the value of theassets for the life insurance component of the PBOP plan exceeded the related obligation by $190 million as of January 1, 1999.Pacific Bell withdrew $180 million from its VEBA 1 trust in December 1999.
Force Majeure and Material Adverse Change (or Effect) clauses need to be included in a contract before a party can rely on them.
There are other contractual remedies which, like Force Majeure, must be expressly provided for in a contract, such as Material Adverse Change (or Effect) clauses.
OSI claims that the departure of these twoemployees constituted a Material Adverse Change or Effect, and that Sellers’ failure to disclose those departures to OSI therefore breached Sections 3.5(c) and 3.7 of the SPA.
OSI claims that the departure of these twoemployees constituted a Material Adverse Change or Effect, and that Sellers‘ failure to disclose those departures to OSI therefore breached Sections 3.5(c) and 3.7 of the SPA.Sellers argue that OSI fails to state a claim on this issue, because turnover is a normal part of every business and the departure of two employees – even employees whose departure will affect forecasted sales – is not an event that requires disclosure.
More Definitions of Material Adverse Change (or Effect)
Material Adverse Change (or Effect) means a change (or effect) in the condition (financial or otherwise), properties, assets, Liabilities, rights, obligations, operations, business, or prospects which change (or effect), individually or in the aggregate, could reasonably be expected to be materially adverse to such condition, properties, assets, Liabilities, rights, obligations, operations, business, or prospects, taken as a whole.
Material Adverse Change (or Effect) means, in respect of Genco or Silvermex, any change, effect, event, development, occurrence, action or any state of facts, which, in either case, either individually or in the aggregate, is, or would reasonably be expected to be, material and adverse to the business, condition (financial or otherwise), properties, assets (tangible or intangible), liabilities (whether absolute, accrued, conditional, contingent or otherwise), capitalization, operations, prospects or results of operations of that party and its subsidiaries, taken as a whole; provided, however, that any change, effect, event, development or occurrence that arises out of, relates to, or results from or is attributed to any of the following (either alone or in combination) shall not constitute and shall not be taken into account in determining whether there has been or would reasonable be expected to be, a Material Adverse Change or Effect:
Material Adverse Change (or Effect) means any act or circumstance or event which (a) is material and adverse to the combined or consolidated financial condition of the Borrower, its Subsidiaries and Unincorporated Ventures as represented in the Combined Financial Statements most recently delivered to the Lenders at the time of any determination thereof or be material and adverse to the combined or consolidated business operations or properties of the Borrower, its Subsidiaries and Unincorporated Ventures or (b) impairs the ability of the Borrower, any Subsidiary or any other Person to perform in any material respect their respective obligations under the Loan Papers.
Material Adverse Change (or Effect) means any act or event or circumstance which (i) causes an Event of Default or Default, (ii) otherwise might be material and adverse to the financial condition or business operations of Borrower, or (iii) in any manner whatsoever could affect adversely the validity or enforceability of any of the Loan Papers.
Material Adverse Change (or Effect) means a change (or effect) in the financial condition, properties, assets, liabilities, rights, obligations, operations, business or prospects of the Company, taken as a whole, which change (or effect) individually or in the aggregate, is materially adverse to such condition, properties, assets, liabilities, rights, obligations, operations, business, or prospects; provided, that in no event shall any of the following be taken into account in the determination of whether a Material Adverse Change (or Effect) has occurred: (a) any change resulting from conditions affecting any of the industries in which the Company operates or from changes in general business, financial, political, capital market or economic conditions (including any change resulting from any hostilities, war or military or terrorist attack) (provided that such change or effect does not affect the Company in a substantially disproportionate manner as compared to similarly situated companies); or (b) any change resulting from the compliance by the Seller Parties with the terms of, or the taking of any action by the Seller Parties contemplated or permitted by, this Agreement.
Material Adverse Change (or Effect) means any event or events or state of affairs or states of affairs, or change therein, that has or have had or would reasonably be expected to have a material adverse effect (individually or in the aggregate) on (i) the business, financial condition or operations of a Person, which in the case of the Company (viewed, for all purposes of this definition, without giving effect to the Merger) or Parent shall be viewed together with its respective Subsidiaries on a consolidated basis or (ii) the ability of the Company or Parent and Sub, as the case may be, to consummate the transactions contemplated by this Agreement as promptly as reasonably practicable and in any event prior to the Termination Date; provided, however, that in the case of the Company, (A) conditions, events or circumstances generally adversely affecting the United States economy, the United States securities markets, or the Software industry, (B) the announcement or pendency of this Agreement or the transactions contemplated hereby, (C) any litigation or Threatened litigation in connection with this Agreement or the transactions contemplated hereby, and (D) any failure by the Company to meet any budget, forecast or projection shall not be taken into account in determining whether there has been or would be a material adverse effect.
Material Adverse Change (or Effect) means a change or effect in the condition (financial or otherwise), properties, assets, Liabilities, rights, obligations, operations, business, or prospects, which change (or effect), in the aggregate, could reasonably be expected to be materially adverse to such condition, properties, assets, Liabilities, rights, obligations, operations, business, including any change or effect caused by, arising from, or relating to acts of terrorism or war (whether or not declared), or by interruption of utilities or other public or commercial products or services, occurring after the date of this Agreement which materially impair the ability of the Person in question to conduct its operations except on a temporary basis, excluding any change or effect which arises out of or in connection with general economic market conditions or any matter which is Disclosed or is otherwise provided for in this Agreement.