Definition of Material Adverse Effect; Person; Knowledge Sample Clauses

Definition of Material Adverse Effect; Person; Knowledge. For the purposes of this Agreement, the term "Material Adverse Effect," with respect to any Person, shall mean any change, event or effect that is material and adverse to the business, assets, financial condition, results of operations or prospects of such Person and its subsidiaries taken as a whole (except for those changes, events and effects that are directly caused by (i) conditions affecting the United States economy as a whole; or (ii) conditions affecting either the insurance or annuity industry, in either such case as a whole, which conditions (in the case of clause (i) or (ii)) do not affect such Person and its subsidiaries taken as a whole in a disproportionate manner; or (iii) any adverse effect on a Person and its subsidiaries taken as a whole, or the operations of such Person and its subsidiaries taken as a whole, where such effect is primarily attributable to the transactions contemplated by this Agreement or the pendency or announcement of the Merger). For purposes of this Agreement, "Person" shall mean any corporation, partnership or other business entity. References herein to the "knowledge of," "best knowledge of," "know" and variations thereof of a Person, mean the actual knowledge of the Chairman of the Board, Chief Executive Officer, Senior Vice President, Chief Financial Officer and Treasurer, Senior Vice President and Secretary or Senior Vice President and General Counsel of such Person. References to "subsidiaries" herein shall not include AMH when the "Person" is AMHC.
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Related to Definition of Material Adverse Effect; Person; Knowledge

  • Absence of Material Adverse Effect Since the date of this Agreement, there shall not have been any event, change or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect.

  • Absence of Company Material Adverse Effect Since the date of this Agreement, there shall not have been any event, change, effect or development that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect.

  • No Company Material Adverse Effect Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect.

  • Company Material Adverse Effect Since the date of this Agreement, there shall not have been any Company Material Adverse Effect or any event, change or effect that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

  • Financial Condition; No Material Adverse Effect (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present the financial condition of the Borrower and its subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

  • Notice of Material Adverse Effect The Company shall notify the Buyer (and any subsequent holder of the Debentures), as soon as practicable and in no event later than three (3) business days of the Company’s knowledge of any Material Adverse Effect on the Company. For purposes of the foregoing, “knowledge” means the earlier of the Company’s actual knowledge or the Company’s constructive knowledge upon due inquiry.

  • Absence of Material Adverse Change On the Closing Date, no circumstance shall exist that constitutes a REIT II Material Adverse Effect.

  • No Material Adverse Effects At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any Material Adverse Effect.

  • Absence of Material Adverse Changes No material adverse change in the business, assets, financial condition, or prospects of the Company shall have occurred, no substantial part of the assets of the Company not substantially covered by insurance shall have been destroyed due to fire or other casualty, and no event shall have occurred which has had or will have a material adverse effect on the business, assets, financial condition or prospects of the Company.

  • No Material Adverse Breaches, etc Except as set forth in the SEC Documents, neither the Company nor any of its subsidiaries is subject to any charter, corporate or other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company's officers has or is expected in the future to have a Material Adverse Effect on the business, properties, operations, financial condition, results of operations or prospects of the Company or its subsidiaries. Except as set forth in the SEC Documents, neither the Company nor any of its subsidiaries is in breach of any contract or agreement which breach, in the judgment of the Company's officers, has or is expected to have a Material Adverse Effect on the business, properties, operations, financial condition, results of operations or prospects of the Company or its subsidiaries.

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