Material Adverse Effects Clause Samples
The Material Adverse Effects clause defines circumstances or events that significantly reduce the value, operations, or financial condition of a party, typically in the context of mergers, acquisitions, or financing agreements. This clause sets out specific criteria or thresholds for what constitutes a material adverse effect, such as substantial losses, regulatory changes, or major legal liabilities, and often allows one party to withdraw from or renegotiate the agreement if such an event occurs. Its core practical function is to allocate risk by providing a mechanism for parties to address unforeseen, significant negative changes that could undermine the basis of the transaction.
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Material Adverse Effects. The occurrence of any act, omission, change or event which has a Material Adverse Effect subsequent to the date of the most recent audited financial statements of any Borrower delivered by it pursuant to Section 7.04;
Material Adverse Effects. The occurrence of any act, omission, ------------------------ change or event which has a Material Adverse Effect, subsequent to the date of the most recent audited financial statements of the Borrower delivered to the Lender pursuant to Section 13.04;
Material Adverse Effects. The occurrence of any act, omission, change or event (including the commencement or written threat of any proceedings by or against Borrower in any Federal, state or local court, or before any Governmental Authority, or before any arbitrator), that has, or would have, a Material Adverse Effect, subsequent to the date of the most recent audited financial statements of Borrower delivered to Lender pursuant to Section 8.03;
Material Adverse Effects. The occurrence of any act, omission, change or event which has a Material Adverse Effect subsequent to the date of the most recent audited financial statements of the Company and the REIT delivered to the Agent pursuant to Section 6.01(a);
Material Adverse Effects. There is no fact known to any Credit Party which such Credit Party has not disclosed to the Lenders in writing which could reasonably be expected to have a Material Adverse Effect.
Material Adverse Effects. Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the judgment of the Agent there shall not have occurred any Material Adverse Effect; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.
Material Adverse Effects. There is no fact known to the Company, which the Company has not disclosed to the Purchasers in writing, which materially adversely affects the Condition of the Company or the ability of the Company to perform its obligations under this Agreement, any of the other Transaction Documents or any document contemplated hereby or thereby.
Material Adverse Effects. No other event or circumstance is outstanding which constitutes a default or termination right under any other agreement or instrument which is binding on the Group Companies or to which the Group Companies’ assets are subject which might have a Material Adverse Effect.
Material Adverse Effects. To the Knowledge of the Company, there is no fact which the Company has not disclosed to each of the Purchasers in writing which would have a Material Adverse Effect.
Material Adverse Effects. Since December 31, 2024, there has not been any development or threatened development of a nature that has or, to Seller’s Knowledge, would reasonably be expected to result in a Material Adverse Effect.