Material Adverse Affect Clause Samples

Material Adverse Affect. GLOSSARY OF DEFINED TERMS(NOT PART OF THIS AGREEMENT)

Material Adverse Affect. Since June 1, 2000, there shall have been no event or development or series of events or developments which individually or in the aggregate could be expected reasonably by Seller to have a material adverse affect on the Purchaser's ability to consummate the transactions contemplated by this Agreement or to fulfill its obligations hereunder.

Material Adverse Affect. Notwithstanding the other provisions of Article VII, the Buyer shall be required to consummate the transactions contemplated by this Agreement even if a condition to the Closing (other than the condition set forth in Section 7.01(a)) has not been fully satisfied, unless the failure of such condition is or is reasonably likely to be materially adverse to the Assets, business, properties, results of operations, prospects or condition (financial or otherwise) of the Division, taken as a whole, but excluding any material adverse change that is demonstrated to be primarily caused by the announcement or pendency of the transactions contemplated by this Agreement. The consummation of the transactions contemplated by this Agreement despite Seller's failure to satisfy one or more conditions set forth in Section 7.01 or 7.02 shall not be construed as a waiver of Buyer's rights against Seller for the breach by Seller of any of its representations, warranties, covenants or agreements set forth in this Agreement and Buyer shall retain all such rights from and after the Closing.

Material Adverse Affect. There shall not have occurred any event or development that, in the sole and absolute judgment of Hub Holdings, would materially and adversely affect the value of the transactions contemplated hereby to Hub Holdings or its sole shareholder.

Material Adverse Affect. Since June 1, 2000, there shall have been no event or development or series of events or developments which individually or in the aggregate could be expected reasonably by Purchaser to have a material adverse affect on the value or utility of the Copytron Assets for Purchaser's purposes.

Material Adverse Affect. No fact, event or circumstance shall have occurred which has had or could reasonably be expected to have a Material Adverse Affect.