No Material Adverse Effect Sample Clauses

No Material Adverse Effect. Since the date hereof, there shall not have occurred any effect, event, condition or circumstance (including, without limitation, the initiation of any litigation or other legal, regulatory or investigative proceeding) that individually or in the aggregate, with or without the passage of time, the giving of notice, or both, that has had, or could reasonably be expected to have, a Material Adverse Effect or which could adversely affect the Company's ability to perform its respective obligations under this Agreement or any of the other Transaction Documents.
No Material Adverse Effect. Since There shall have been no changes, other than changes contemplated by this Agreement, in the date hereofbusiness, there shall not have occurred any effect, eventoperations, condition (financial or circumstance otherwise), assets or liabilities of BHLB and the BHLB Subsidiaries (including, without limitation, regardless of whether or not such events or changes are inconsistent with the initiation of any litigation or other legal, regulatory or investigative proceedingrepresentations and warranties given herein) that individually or in the aggregate, with aggregate has had or without the passage of time, the giving of notice, or both, that has had, or could reasonably would be expected to have, have a Material Adverse Effect or which could adversely affect the Company's ability to perform its respective obligations under this Agreement or any of the other Transaction Documentson BHLB.
No Material Adverse Effect. Since the date hereof, there shall not have occurred The Company has no knowledge of any effect, event, condition liability, development or circumstance (including, without limitation, the initiation of any litigation that has occurred or other legal, regulatory or investigative proceeding) that individually or in the aggregate, with or without the passage of time, the giving of noticeexists, or boththat is reasonably expected to occur or exist with respect to the Company or any of its business, properties, liabilities, operations (including results thereof) or condition (financial or otherwise), that has had, or could reasonably be expected to have, would have a Material Adverse Effect or which could adversely affect the Company's ability to perform its respective obligations under this Agreement or any of the other Transaction DocumentsEffect.
No Material Adverse Effect. Since the date hereofDecember 31, there 2012, no event, circumstance or change shall not have occurred any effectthat has caused or could reasonably be expected to result in, event, condition or circumstance (including, without limitation, the initiation of any litigation or other legal, regulatory or investigative proceeding) that either individually or in the aggregate, a material adverse effect on and/or material adverse developments with respect to (i) the business operations, Properties, condition (financial or without otherwise) or prospects of the passage Note Parties taken as a whole; (ii) the ability of timeany Note Party to fully and timely perform its Obligations; (iii) the legality, validity, binding effect, or enforceability against a Note Party of a Note Document; or (iv) the rights, remedies and benefits available to, or conferred upon, the giving of notice, or both, that has had, or could reasonably be expected to have, a Material Adverse Effect or which could adversely affect the Company's ability to perform its respective obligations Administrative Agent and any Holder under this Agreement or any of the other Transaction DocumentsNote Document.
No Material Adverse Effect. Since the date hereof, there There shall not have occurred since December 31, 2007 any effectevent or condition that has had or could be reasonably expected, event, condition or circumstance (including, without limitation, the initiation of any litigation or other legal, regulatory or investigative proceeding) that either individually or in the aggregate, with or without the passage of time, the giving of notice, or both, that has had, or could reasonably be expected to have, have a Material Adverse Effect on any Relevant Entity Material Adverse Effect means, with respect to any Relevant Entity, any change, event, violation, inaccuracy, circumstance or effect, individually or when aggregated with other changes, events, violations, inaccuracies, circumstances or effects, that is materially adverse to the business, assets (including intangible assets), revenues, financial condition or results of operations of such Relevant Entity, it being understood that (i) changes in general, national or regional economic or political conditions, (ii) changes that generally impact the industries in which could adversely affect such Relevant Entity conducts its business, (iii) changes that result from the Company's ability to perform its respective obligations under this Agreement announcement or any pendency of the other Transaction DocumentsAcquisitions and the transactions contemplated hereby, and (iv) changes that result directly from action taken by the party alleging that a Material Adverse Effect exists, alone or in combination, shall not be deemed, in and of itself, to constitute a Material Adverse Effect.
Appears in 3 contracts
No Material Adverse Effect. Since the date hereof, there shall not have occurred any effect, No event, condition liability, development or circumstance (including, without limitation, the initiation of any litigation has occurred or other legal, regulatory or investigative proceeding) that individually or in the aggregate, with or without the passage of time, the giving of noticeexists, or bothis reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form F-3 filed with the SEC relating to an issuance and sale by the Company of its Ordinary Shares and which has hadnot been publicly announced, or could (ii) would reasonably be expected to have, have a Material Adverse Effect or which could adversely affect the Company's ability to perform its respective obligations under this Agreement or any of the other Transaction Documents.Effect; and
No Material Adverse Effect. Since the date hereofDecember 31, there shall not have occurred any effect2011, no event, condition circumstance or circumstance (includingchange has occurred that has caused or evidences, without limitationor would reasonably be expected to result in, the initiation of either in any litigation or other legal, regulatory or investigative proceeding) that individually case or in the aggregate, with or without the passage of time, the giving of notice, or both, that has had, or could reasonably be expected to have, a Material Adverse Effect Effect, other than (i) events occurring on or after January 1, 2012 that are disclosed by Holdings or its subsidiaries in a Form 10-K, 10-Q and/or 8-K, in each case filed with the Securities & Exchange Commission prior to February 26, 2013, and solely to the extent disclosed; provided that such events shall be limited to those of a factual nature and, for the avoidance of doubt, shall exclude projections and other matters of a speculative nature and (ii) changes in general economic conditions or changes affecting the industries and markets in which could adversely affect Holdings and/or its subsidiaries operate (except to the Company's ability to perform extent that such changes would have a disproportionately adverse effect on Holdings and its respective obligations under this Agreement or any of the other Transaction Documentssubsidiaries taken as a whole).
No Material Adverse Effect. Since There shall have been no changes since September 30, 2009, other than changes contemplated by this Agreement, in the date hereofbusiness, there shall not have occurred any effect, eventoperations, condition (financial or circumstance otherwise), assets or liabilities of First Chester or any First Chester Subsidiary (including, without limitation, regardless of whether or not such events or changes are inconsistent with the initiation of any litigation or other legal, regulatory or investigative proceedingrepresentations and warranties given herein) that individually or in the aggregate, with aggregate has had or without the passage of time, the giving of notice, or both, that has had, or could would reasonably be expected to have, have a Material Adverse Effect or which could adversely affect the Company's ability to perform its respective obligations under this Agreement or any of the other Transaction Documentson First Chester.
No Material Adverse Effect. Since There shall have been no changes, other than changes contemplated by this Agreement, in the date hereofbusiness, there shall not have occurred any effect, eventoperations, condition (financial or circumstance otherwise), assets or liabilities of BSFI and the BSFI Subsidiaries (including, without limitation, regardless of whether or not such events or changes are inconsistent with the initiation of any litigation or other legal, regulatory or investigative proceedingrepresentations and warranties given herein) that individually or in the aggregate, with aggregate has had or without the passage of time, the giving of notice, or both, that has had, or reasonably could reasonably be expected to have, have a Material Adverse Effect on BSFI or which could adversely affect the Company's ability to perform its respective obligations under this Agreement or any of the other Transaction DocumentsBSFI Subsidiaries.
No Material Adverse Effect. Since There shall have been no changes, other than changes contemplated by this Agreement, in the date hereofbusiness, there shall not have occurred any effect, eventoperations, condition (financial or circumstance otherwise), assets or liabilities of AFC and the AFC Subsidiaries (including, without limitation, regardless of whether or not such events or changes are inconsistent with the initiation of any litigation or other legal, regulatory or investigative proceedingrepresentations and warranties given herein) that individually or in the aggregate, with aggregate has had or without the passage of time, the giving of notice, or both, that has had, or reasonably could reasonably be expected to have, have a Material Adverse Effect on AFC or which could adversely affect the Company's ability to perform its respective obligations under this Agreement or any of the other Transaction DocumentsAFC Subsidiaries.
No Material Adverse Effect. Since the date hereofDecember 31, there shall not have occurred any effect2012, no event, condition circumstance or circumstance (including, without limitation, the initiation of any litigation or other legal, regulatory or investigative proceeding) that individually or in the aggregate, with or without the passage of time, the giving of notice, or both, change has occurred that has hadcaused, or could reasonably be expected to haveresult in, either individually or in the aggregate, a Material Adverse Effect Effect. 4.10 [Reserved.] 4.11 Adverse Proceedings, Etc. There is no Adverse Proceeding now pending or to the knowledge of Borrower or its Restricted Subsidiaries, threatened in writing, that has a reasonable probability of being determined adversely and if determined adversely could reasonably be expected to have a Material Adverse Effect. Neither Borrower nor its Restricted Subsidiaries (a) is in violation of any applicable laws (including Environmental Laws) that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, or (b) is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 4.12 Payment of Taxes. Except as otherwise permitted under Section 5.3, all Tax returns and material reports of Borrower and its Restricted Subsidiaries required to be filed by any of them have been timely filed, and all material Taxes due and payable by each of Borrower and its Restricted Subsidiaries and all assessments, fees and other governmental charges upon each of Borrower and its Restricted Subsidiaries and upon each of their respective properties, assets, income, businesses and franchises which could adversely affect the Company's ability to perform its respective obligations under this Agreement are due and payable have been paid when due and payable (except for those being contested in good faith and by appropriate proceedings, provided, such reserves or other appropriate provisions, if any, as shall be required in conformity with GAAP shall have been made or provided therefor). There is no proposed material Tax assessment against Borrower or any of the its Restricted Subsidiaries which is not being actively contested by Borrower or any of its Restricted Subsidiaries in good faith and by appropriate proceedings; provided, such reserves or other Transaction Documentsappropriate provisions, if any, as shall be required in conformity with GAAP shall have been made or provided therefor. 4.13 Properties.
No Material Adverse Effect. Since the date hereofrespective dates as of which information is given in the SEC Documents, (a) there shall has not have occurred been any effectmaterial change in the business, eventoperations, prospects, properties or condition (financial or circumstance otherwise) or results of operations of the Company and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, except as disclosed in the SEC Documents; and (includingb) neither the Company nor any of its subsidiaries has sustained any material loss or interference with its business from fire, without limitationexplosion, the initiation of any litigation flood or other legalcalamity, regulatory whether or investigative proceeding) that individually or in the aggregate, with or without the passage of time, the giving of noticenot covered by insurance, or bothfrom any labor dispute or court or governmental action, order or decree, in each case, that has had, or could reasonably be expected to have, a Material Adverse Effect or which could adversely affect the Company's ability to perform its respective obligations under this Agreement or any of the other Transaction DocumentsEffect.
No Material Adverse Effect. Since the date hereofSeptember 8, 2012, there shall not have occurred any effect, has been no event, condition change, circumstance or circumstance (includingoccurrence that, without limitation, the initiation of any litigation or other legal, regulatory or investigative proceeding) that individually or in the aggregate, with has had or without the passage of time, the giving of notice, or both, that has had, or could would reasonably be expected to have, result in a Material Adverse Effect Effect; provided, however, that any adverse change, event or effect arising from or related to any of the following shall not be deemed to constitute and shall not be taken into account in determining whether a material adverse effect has occurred: (i) changes in general economic conditions or changes affecting the industries in which could adversely affect the Company's ability to perform its respective obligations under this Agreement Borrower or any of its Subsidiaries operates (except to the extent that such changes have a disproportionately adverse effect on the Borrower and its Subsidiaries, taken as a whole), (ii) macroeconomic factors, interest rates, currency exchange rates or general financial market conditions (except to the extent that such changes have a disproportionately adverse effect on the Borrower and its Subsidiaries, taken as a whole), (iii) changes in GAAP and other Transaction Documentsaccounting requirements after February 27, 2013 and/or (iv) changes in or effects arising from or relating to changes in laws, rules or regulations applicable to the Borrower or any of its Subsidiaries (except to the extent that such changes have a disproportionately adverse effect on the Borrower and its Subsidiaries, taken as a whole).
No Material Adverse Effect. Since There shall have been no changes, other than changes contemplated by this Agreement, in the date hereofbusiness, there shall not have occurred any effect, eventoperations, condition (financial or circumstance otherwise), assets or liabilities of Legacy and the Legacy Subsidiaries (including, without limitation, regardless of whether or not such events or changes are inconsistent with the initiation of any litigation or other legal, regulatory or investigative proceedingrepresentations and warranties given herein) that individually or in the aggregate, with aggregate has had or without the passage of time, the giving of notice, or both, that has had, or could reasonably would be expected to have, have a Material Adverse Effect or which could adversely affect the Company's ability to perform its respective obligations under this Agreement or any of the other Transaction Documentson Legacy.
No Material Adverse Effect. Since the date hereofJanuary 1, 2014, there shall not have occurred any effecthas been no Company Material Adverse Effect and no circumstances exist that, event, condition or circumstance (including, without limitation, the initiation of any litigation or other legal, regulatory or investigative proceeding) that individually or in the aggregate, with or without the passage of time, the giving of notice, or both, that has had, or could would reasonably be expected to havebe, cause or have a Company Material Adverse Effect Effect. Except (i) as and to the extent disclosed or which could adversely affect reserved against on the Most Recent Balance Sheet or specifically described in the notes to the financial statements set forth in the Most Recent 10-K, (ii) as incurred since the date thereof in the ordinary course of business consistent with past practice, (iii) as incurred on the Closing under the Transaction Documents, or (iv) as set forth in Section 2.14 of the Disclosure Schedule, no Company Entity has any material liabilities or obligations of any nature, whether fixed or unfixed, known or unknown, secured or unsecured, absolute, accrued, contingent or otherwise and whether due or to become due. To the Company's ability to perform its respective obligations under Knowledge, no representation or warranty or other statement made by the Company in this Agreement or any of the other Transaction Documents, the Disclosure Schedules or any certificate or instrument delivered pursuant to this Agreement contains any untrue statement or omits to state a material fact necessary to make any such statement, in light of the circumstances in which it was made, not misleading.
No Material Adverse Effect. Since the date hereofSeptember 30, 2013, there shall not have occurred any been no event, change, discovery of information, development, effect, eventcondition, condition result, circumstance, matter, occurrence or circumstance state of facts (includingeach, without limitationan "Event") that, the initiation of any litigation or other legal, regulatory or investigative proceeding) that individually or in the aggregatetogether with all other Events, with or without the passage of time, the giving of notice, or both, that has had, or could would reasonably be expected to have, a GLM Material Adverse Effect. For the purposes of the foregoing sentence, "GLM Material Adverse Effect" shall mean any Event that is materially adverse to the business, financial condition or results of operations of the Blocker (as defined in the GLM Acquisition Agreement), GLM and its Subsidiaries, taken as a whole; provided, however, that no Event arising out of the following shall be deemed to constitute, or be taken into account in determining whether there has been a Material Adverse Effect: (A) financial, securities (including any disruption thereof and any decline in the price of any security or any market index) or credit markets (including changes in prevailing interest or exchange rates) or general economic, business or regulatory conditions in the United States or elsewhere in the world; (B) the industry in which GLM and its Subsidiaries operate; (C) national or international political or social conditions, including armed hostilities, national emergency or acts of war (whether or not declared), sabotage or terrorism, changes in government, military actions or "force majeure" events, or any escalation or worsening of any such acts or events; (D) hurricanes, floods, tornados, earthquakes or other natural disasters or "acts of God"; (E) changes in applicable Laws or GAAP (each as defined in the GLM Acquisition Agreement) or other accounting rules or the interpretations thereof; (F) any failure to meet any budgets, projections, forecasts or predictions of financial performance or estimates of revenue, earnings, cash flow or cash position, for any period (it being understood and agreed that the underlying facts and circumstances that caused such failure that are not otherwise excluded from the definition of a Material Adverse Effect may be taken into account in determining whether there has been a Material Adverse Effect); or which could adversely affect (G) the Company's ability to perform its respective obligations under this negotiation, execution, announcement or performance of the GLM Acquisition Agreement or the consummation of the transactions contemplated by the GLM Acquisition Agreement, including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, partners, employees (including any employee departures or labor union or labor organization activity), financing sources or Governmental Entities (as defined in the GLM Acquisition Agreement), and on revenue, profitability and cash flows, or any communication by Buyer or any of its Affiliates (as defined in the other Transaction Documents.GLM Acquisition Agreement) of its plans or intentions (including in respect of employees) with respect to GLM or any of its Subsidiaries, or any change resulting or arising from the identity of, or any facts or circumstances relating to, Buyer or its Affiliates (as defined in the GLM Acquisition
No Material Adverse Effect. Since There shall have been no changes, other than changes contemplated by this Agreement, in the date hereofbusiness, there shall not have occurred any effect, eventoperations, condition (financial or circumstance otherwise), assets or liabilities of Hampden and the Hampden Subsidiaries (including, without limitation, regardless of whether or not such events or changes are inconsistent with the initiation of any litigation or other legal, regulatory or investigative proceedingrepresentations and warranties given herein) that individually or in the aggregate, with aggregate has had or without the passage of time, the giving of notice, or both, that has had, or could reasonably would be expected to have, have a Material Adverse Effect or which could adversely affect the Company's ability to perform its respective obligations under this Agreement or any of the other Transaction Documentson Hampden.
No Material Adverse Effect. Since the date hereofNo change, there shall not have occurred any effect, event, condition occurrence, state of facts or circumstance (includingdevelopment shall have occurred or exist that, without limitation, the initiation of any litigation or other legal, regulatory or investigative proceeding) that individually or in the aggregatetogether with any one or more changes, with or without the passage of timeeffects, the giving of noticeevents, occurrences, or bothstates of facts or developments, that has had, had or could would reasonably be expected to havehave a material adverse effect on the business, assets, liabilities, condition (financial or otherwise) or results of operations of Aleris and its consolidated Subsidiaries taken as a Material Adverse Effect whole or which could adversely affect on the Company's ability of Aleris or a Subsidiary, as the case may be, to perform its respective obligations under consummate the transactions contemplated by this Agreement Agreement, the other Credit Documents, the Plan or any of the other Transaction Documents.documents contemplated hereby or thereby, other than an effect
No Material Adverse Effect. Since the date hereofDecember 31, 2009, (a) there shall has not have occurred been any effectchange or event that has had, event, condition or circumstance (including, without limitation, the initiation of any litigation or other legal, regulatory or investigative proceeding) that individually or in the aggregate, a Company Material Adverse Effect; (b) as of the date hereof, neither the Company nor any of its Subsidiaries has entered into any transaction or agreement that is required by the Securities Act to be described in the Company SEC Documents and that is not so described in such documents; and (c) neither the Company nor any of its Subsidiaries has sustained any material loss or interference with its business from fire, expl osion, flood or without the passage of timeother calamity, the giving of noticewhether or not covered by insurance, or both, that has had, from any labor disturbance or could reasonably be expected to have, a Material Adverse Effect or which could adversely affect the Company's ability to perform its respective obligations under this Agreement dispute or any action, order or decree of any court or arbitrator or Governmental Authority, except in each case as otherwise disclosed in the other Transaction Company SEC Documents.
No Material Adverse Effect. Since the date hereofof this Agreement, there shall not have occurred any effectbeen no changes, eventother than changes contemplated by this Agreement, in the business, operations, condition (financial or circumstance otherwise), assets or liabilities of Target or any Target Subsidiary (including, without limitation, regardless of whether or not such events or changes are inconsistent with the initiation of any litigation or other legal, regulatory or investigative proceedingrepresentations and warranties given herein) that individually or in the aggregate, with aggregate has had or without the passage of time, the giving of notice, or both, that has had, or could would reasonably be expected to have, have a Material Adverse Effect or which could adversely affect the Company's ability to perform its respective obligations under this Agreement or any of the other Transaction Documentson Target.
No Material Adverse Effect. Since the date hereof, there shall not have occurred any effect, event, condition circumstance or circumstance (includingdevelopment that, without limitation, the initiation of any litigation or other legal, regulatory or investigative proceeding) that individually or in the aggregate, with (a) has had or without is reasonably likely to have a material adverse effect upon the passage of timebusiness, the giving of noticeassets, operation, condition (financial or otherwise), or bothresults of operations of Sellers, that has hadincluding as a result of Adverse Occurrences, other than any change attributable to the announcement or pendency of this Agreement, or could reasonably be expected (b) would materially impair the ability of Sellers or Member Guarantors to haveperform their obligations under this Agreement (collectively, a Material Adverse Effect or which could adversely affect the Company's ability to perform its respective obligations under this Agreement or any of the other Transaction DocumentsEffect).
No Material Adverse Effect. Since the date hereofof this Agreement, there shall not have occurred any effectbeen no changes, eventother than changes contemplated by or resulting from this Agreement, in the business, operations, condition (financial or circumstance otherwise), assets or liabilities of Bridge or any Bridge Subsidiary (including, without limitation, regardless of whether or not such events or changes are inconsistent with the initiation of any litigation or other legal, regulatory or investigative proceedingrepresentations and warranties given herein) that individually or in the aggregate, with aggregate has had or without the passage of time, the giving of notice, or both, that has had, or could would reasonably be expected to have, have a Material Adverse Effect or which could adversely affect the Company's ability to perform its respective obligations under this Agreement or any of the other Transaction Documentson Bridge.
No Material Adverse Effect. Since At any time after the date hereof, of the MOU there shall not have occurred and be continuing any effectEffect that, event, condition or circumstance (including, without limitation, the initiation of any litigation or other legal, regulatory or investigative proceeding) that individually or in the aggregate, with aggregate (i) has had or without the passage of time, the giving of notice, or both, that has had, or could would reasonably be expected to have, have a Material Adverse Effect on Technip or which could adversely affect (ii) has had or would reasonably be expected to have a Material Adverse Effect on Topco following the Company's ability to perform its respective obligations under FMCTI Effective Time; provided, however, for purposes of this Agreement clause (ii), no Effect resulting from FMCTI or any of its Subsidiaries or Joint Ventures (to the other Transaction Documentsextent attributable to FMCTI or any of its Subsidiaries or Joint Ventures) shall be considered in determining whether a Material Adverse Effect on Topco has occurred or would be reasonably likely to occur and, provided, further, for purposes of this Section 6.2(c), clause (b) of the definition of Material Adverse Effect shall not be considered in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur.
No Material Adverse Effect. Since At any time after the date hereof, of the MOU there shall not have occurred and be continuing any effectEffect that, event, condition or circumstance (including, without limitation, the initiation of any litigation or other legal, regulatory or investigative proceeding) that individually or in the aggregate, with (i) has had or without the passage of time, the giving of notice, or both, that has had, or could would reasonably be expected to have, have a Material Adverse Effect on FMCTI or which could adversely affect (ii) has had or would reasonably be expected to have a Material Adverse Effect on Topco following the Company's ability to perform its respective obligations under FMCTI Effective Time; provided, however, for purposes of this Agreement clause (ii), no Effect resulting from Technip or any of its Subsidiaries or Joint Ventures (to the other Transaction Documentsextent attributable to Technip or any of its Subsidiaries or Joint Ventures) shall be considered in determining whether a Material Adverse Effect on Topco has occurred or would be reasonably likely to occur and, provided, further, for purposes of this Section 6.3(c), clause (b) of the definition of Material Adverse Effect shall not be considered in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur.
No Material Adverse Effect. Since Subsequent to the date hereofrespective dates as of which information is given in the Prospectus, and except as described or contemplated in the Prospectus or otherwise disclosed to the Agent in writing: neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations, direct or contingent, nor entered into any transactions not in the ordinary course of business, which in either case are material to the Company or such Subsidiary, as the case may be; there shall has not have occurred been any effect, event, condition Material Adverse Effect; and there has been no dividend or circumstance (including, without limitation, the initiation distribution of any litigation kind declared, paid or other legal, regulatory or investigative proceeding) that individually or in made by the aggregate, with or without the passage Company on any class of time, the giving of notice, or both, that has had, or could reasonably be expected to have, a Material Adverse Effect or which could adversely affect the Company's ability to perform its respective obligations under this Agreement or any of the other Transaction Documentscapital stock.
No Material Adverse Effect. Since Subsequent to the date hereofexecution and delivery of this Agreement and as of the Closing Date, there shall not have occurred any effectchange, event, condition event or circumstance (including, without limitation, the initiation of any litigation development resulting or other legal, regulatory or investigative proceeding) that individually or in the aggregate, with or without the passage of time, the giving of notice, or both, that has had, or could reasonably be expected to have, result in a Material Adverse Effect Effect, which, in the Placement Agent's sole judgment, makes it impracticable or which could adversely affect inadvisable to proceed with the Company's ability to perform its respective obligations under this Agreement or any of the other Transaction DocumentsOffering.
No Material Adverse Effect. Since the date hereofPetition Date, there shall not have occurred any effect, event, condition has been no event or circumstance (includingthat, without limitation, the initiation of any litigation or other legal, regulatory or investigative proceeding) that either individually or in the aggregate, with has had or without the passage of time, the giving of notice, or both, that has had, resulted in or could reasonably be expected to have, have or result in a Material Adverse Effect or which could adversely affect Effect, including without limitation with respect to (i) the Company's ability of the DIP Loan Parties to perform its respective obligations any material obligation under this Agreement the DIP Loan Documents, (ii) the legality, validity, binding effect, or enforceability against any DIP Loan Party of any DIP Loan Document to which it is a party, (iii) the rights, remedies, and benefits available to, or conferred upon, the Agent or any DIP Lender under any DIP Loan Document or applicable Law, or (iv) the perfection or priority of any DIP Lien or the condition or status of any of the other Transaction DocumentsDIP Collateral.
No Material Adverse Effect. Since None of the date hereofSchedules, there shall not have occurred any effect, event, condition or circumstance (including, without limitation, the initiation of any litigation documents or other legalinformation to be furnished by Sellers to Buyer pursuant to this Agreement, regulatory shall disclose any fact, circumstance or investigative proceeding) that individually or in the aggregate, with or without the passage of time, the giving of noticematter, or bothany change in or development in connection with any matter, that has hadwhich has, or could reasonably be expected to have, a Material Adverse Effect on the Assets or on the Business; and there shall have been no other changes or developments affecting either the Assets or the Business since the Base Balance Sheet Date which have, or could adversely affect reasonably be expected to have, a Material Adverse Effect on the Company's ability to perform its respective obligations under this Agreement Assets or any of the other Transaction DocumentsBusiness.
No Material Adverse Effect. Since Except as set forth on Schedule 6.6 of the date hereofCompany Disclosure Statement, there shall not have since September 30, 2010, (i) nothing has occurred any effect, event, condition or circumstance (including, without limitation, the initiation of any litigation or other legal, regulatory or investigative proceeding) that individually or in the aggregate, with or without the passage of time, the giving of notice, or both, that has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect Effect, (ii) except as disclosed in the SEC Reports, the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business and (B) liabilities not required to be reflected in the Companys financial statements pursuant to GAAP or required to be disclosed in filings made with the SEC and (iii) the Company has not altered materially its method of accounting or the manner in which could adversely affect the Company's ability to perform it keeps its respective obligations under this Agreement or any of the other Transaction Documentsaccounting books and records.
No Material Adverse Effect. Since From the date hereofEffective Date until the Closing Date, there shall not have occurred been no change, or the occurrence of an event which has resulted or can reasonably be expected to result in a change, in the business, operations, properties, contracts, customer relations or condition, financial or otherwise, of Deltek or any effect, event, condition Subsidiary that has had or circumstance would reasonably be likely to have (including, without limitation, the initiation of any litigation or other legal, regulatory or investigative proceeding) that either individually or in the aggregate) a Material Adverse Effect on Deltek, with other than changes expressly permitted under or without contemplated by this Agreement; provided that this Section 6.3(e) shall not entitle Buyers to refuse to close the passage of time, transactions contemplated by this Agreement unless the giving of notice, or both, that has hadMaterial Adverse Effect gives rise, or could reasonably be expected to havegive rise, a Material Adverse Effect to Losses that in the aggregate are, or which could adversely affect the Company's ability to perform its respective obligations under this Agreement or any be, in excess of the other Transaction Documents$15,000,000.
No Material Adverse Effect. Since the date hereofDecember 31, 2005, there shall not have occurred (i) any effect, event, condition development, or circumstance (including, without limitation, the initiation of any litigation or other legal, regulatory or investigative proceeding) that individually or in the aggregate, with or without the passage of time, the giving of notice, or both, that has had, caused or could reasonably be expected to havecause a material adverse effect on (x) the condition (financial or otherwise), results of operation, assets, liabilities, management, prospects or value of the Company and its Subsidiaries, taken as a Material Adverse Effect whole, (y) the validity or which could adversely affect enforceability of this Amendment, the Company's ability to perform its respective obligations under this Agreement Agreement, as amended hereby, or any of the Loan Documents or (z) the rights and remedies of the Purchasers under this Amendment, the Agreement, as amended hereby, or any of the Loan Documents, (ii) any event, development, or circumstance that has caused or could reasonably be expected to cause a material adverse condition or material adverse change that calls into question in any material respect the Projections (as defined below) or any of the material assumptions on which such Projections were prepared, or (iii) any change, effect, event or occurrence with respect to the financial condition, properties, assets or operations of the Chief Acquired Companies that is material and adverse to the Chief Acquired Companies, taken as a whole, provided that in determining whether such a change, effect, event or occurrence has occurred, the following shall not be considered: changes, effects, events and occurrences relating to (A) the natural gas pipeline, treating and processing industry generally (including the price of natural gas and the costs associated with the drilling and/or production of natural gas), (B) any general market, economic, financial or political conditions, or outbreak or hostilities or war, in the United States, or (C) the transactions contemplated by the Chief Purchase and Sale Agreement; provided, however, that to be excluded under subsection (B) above, such condition may not disproportionately affect, as compared to others in such industry, any of the Chief Acquired Companies, or their respective businesses, assets, properties, results of operation or condition (financial or otherwise). No Purchaser shall have become aware after April 28, 2006 of any information or other Transaction Documentsmatter affecting the Company, the Chief Acquisition or the transactions contemplated by this Amendment that is inconsistent in a material and adverse manner with any such information or other matter disclosed in writing to any one or more of the Purchasers prior to the date hereof.
Appears in 1 contract Amendment (Crosstex Energy Lp),
No Material Adverse Effect. Since There shall have been no changes, other than changes contemplated by this Agreement, in the date hereofbusiness, there shall not have occurred any effect, eventoperations, condition (financial or circumstance otherwise), assets or liabilities of FCB and the FCB Subsidiaries (including, without limitation, regardless of whether or not such events or changes are inconsistent with the initiation of any litigation or other legal, regulatory or investigative proceedingrepresentations and warranties given herein) that individually or in the aggregate, with aggregate has had or without the passage of time, the giving of notice, or both, that has had, or could reasonably would be expected to have, have a Material Adverse Effect or which could adversely affect the Company's ability to perform its respective obligations under this Agreement or any of the other Transaction Documentson FCB.
No Material Adverse Effect. Since There shall have been no changes, other than changes contemplated by this Agreement, in the date hereofbusiness, there shall not have occurred any effect, eventoperations, condition (financial or circumstance otherwise), assets or liabilities of BHLB and the BHLB Subsidiaries (including, without limitation, regardless of whether or not such events or changes are inconsistent with the initiation of any litigation or other legal, regulatory or investigative proceedingrepresentations and warranties given herein) that individually or in the aggregate, with aggregate has had or without the passage of time, the giving of notice, or both, that has had, or could reasonably would be expected to have, have a Material Adverse Effect on BHLB or which could adversely affect the Company's ability to perform its respective obligations under this Agreement or any of the other Transaction DocumentsBank.
No Material Adverse Effect. Since Except as set forth in or contemplated by the Incorporated Documents filed with the Commission on or prior to the date hereof, since the date of the Partnerships most recent annual report on Form 10-K filed with the Commission, the Partnership and its subsidiaries have conducted their respective businesses in the ordinary course, consistent with past practice, and there shall not have occurred any effecthas been no (i) change, event, occurrence, effect, fact, circumstance or condition or circumstance (including, without limitation, the initiation of any litigation or other legal, regulatory or investigative proceeding) that individually or in the aggregate, with or without the passage of time, the giving of notice, or both, that has had, had or could be reasonably be expected to have, have a Material Adverse Effect Effect, other than those occurring as a result of general economic or financial conditions or other developments that are not unique to the Partnership and its subsidiaries and that also affect other companies that participate or are engaged in the lines of business in which could adversely affect the Company's ability Partnership and its subsidiaries participate or are engaged, except to perform the extent such condition or development affects the Partnership to a significantly greater extent than other similarly situated companies, (ii) acquisition or disposition of any material asset by the Partnership or its respective obligations under this Agreement subsidiaries or any contract or arrangement therefor otherwise than for fair value in the ordinary course of business or (iii) material change in the other Transaction DocumentsPartnerships accounting principles, practices or methods.
No Material Adverse Effect. Since Other than (i) general economic conditions, and (ii) conditions in the date hereoffinancial markets, there shall not have occurred are no present or past conditions relating to the Acquired Companies or any effect, event, condition or circumstance (including, without limitation, the initiation of any litigation or other legal, regulatory or investigative proceeding) that individually or in the aggregate, with or without the passage of time, the giving of noticetheir subsidiaries, or bothrelating to any of its or their assets or properties, that has had, or could would reasonably be expected to havehave a material adverse effect on the Acquired Companies and their subsidiaries, taken as a Material Adverse Effect or which could adversely affect the Company's ability to perform its respective obligations under this Agreement or any of the other Transaction Documentswhole.
No Material Adverse Effect. Since the date hereof, there There shall not have occurred any effect, event, condition circumstance, change, occurrence, state of facts, condition, development or circumstance (includingeffect that, without limitation, the initiation of any litigation or other legal, regulatory or investigative proceeding) that individually or in the aggregate, with is or without the passage of time, the giving of notice, or both, that has had, or could would reasonably be expected to have: (i) a material adverse effect on the business, a condition (financial or otherwise), prospects, properties or results of operations of the Company ("Material Adverse Effect Effect") or which could adversely affect (ii) a material impairment or delay on the Company's ability of either Sellers or Leite to perform its respective obligations under or consummate the transactions contemplated by this Agreement or any of the other Transaction DocumentsDocuments to be executed and delivered by the Sellers.
Appears in 1 contract
No Material Adverse Effect. Since the date hereof, there There shall not have occurred any effect, event, condition circumstance, change, occurrence, state of facts, condition, development or circumstance (includingeffect that, without limitation, the initiation of any litigation or other legal, regulatory or investigative proceeding) that individually or in the aggregate, with is or without the passage of time, the giving of notice, or both, that has had, or could would reasonably be expected to have: (i) a material adverse effect on the business, condition (financial or otherwise), prospects, properties or results of operations of Stoneridge or (ii) a Material Adverse Effect material impairment or which could adversely affect delay on the Company's ability of either of the Buyers to perform its respective obligations under or consummate the transactions contemplated by this Agreement or any of the other Transaction DocumentsDocuments to be executed and delivered by the Buyers.
Appears in 1 contract
No Material Adverse Effect. Since the date hereofof this Agreement, there shall not have occurred a Material Adverse Effect. For purposes of this Agreement, "Material Adverse Effect" means any effect, event, condition state of facts, circumstance, development, change, effect or circumstance occurrence (includingan "Effect") that, without limitation, the initiation of any litigation or other legal, regulatory or investigative proceeding) that individually or in the aggregateaggregate with any other Effect, with has had or without the passage of time, the giving of notice, or both, that has had, or could would reasonably be expected to havehave a materially adverse effect on the business, properties, assets, financial condition or results of operations of the Stations, Purchased Assets or the Business, taken as a whole, or on the ability of Schurz and Sellers to perform in all material respects its obligations under the Agreement, other than any Effect arising out of or resulting from (a) any Effect affecting the economy of the United States generally, including changes in the United States or foreign credit, debt, capital or financial markets (including changes in interest or exchange rates) or the economy of any town, city, region or country in which the Stations conduct business, only to the extent that the Effect thereof are not disproportionately adverse to or on the Stations, Purchased Assets, or the Business, (b) general changes or developments in the broadcast television industry or broadcast radio industry to the extent that the Effect thereof are not disproportionately adverse to or on the Stations, Purchased Assets, or the Business, (c) the execution and delivery of this Agreement, the announcement of this Agreement and the transactions contemplated hereby or the consummation of the transactions contemplated hereby, (d) earthquakes, hurricanes, tornadoes, natural disasters or global, national or regional political conditions, including hostilities, military actions, political instability, acts of terrorism or war or any escalation or material worsening of any such hostilities, military actions, political instability, acts of terrorism or war existing or underway as of the date hereof (other than any of the foregoing that causes any material damage or destruction to or renders unusable any material Purchased Assets), only to the extent that the Effect thereof is not disproportionately adverse to or on the Stations, Purchased Assets, or the Business, (e) any failure, in and of itself, by Sellers or any Station to meet any internal or published projections, forecasts or revenue or earnings predictions for any period ending on or after the date of this Agreement (it being understood that the underlying facts or occurrences giving rise to such failure may be deemed to constitute, or be taken into account in determining whether there has been or will be a Material Adverse Effect), (f) any Effect that results from any action taken at the express prior written request of Buyer, with Buyer's written prior consent or which could adversely affect required to be taken under this Agreement, (g) changes in law, regulations or GAAP or any interpretation thereof (including proposed legislation or regulatory changes) only to the Company's ability extent that the Effect thereof is not disproportionally adverse to perform or on the Stations, Purchased Assets, or the Business, or (h) any breach by Buyer of its respective obligations under this Agreement or any of the other Transaction DocumentsAgreement.
No Material Adverse Effect. Since the date hereof, there There shall not have occurred no events or changes (whether or not described in any effectnotice delivered by Company pursuant to this Agreement) which have had or which are reasonably likely to have or constitute, event, condition or circumstance (including, without limitation, the initiation of any litigation or other legal, regulatory or investigative proceeding) that individually or in the aggregate, with or without the passage of time, the giving of notice, or both, that has had, or could reasonably be expected to have, a Company Material Adverse Effect or which could adversely affect the Company's ability to perform its respective obligations under this Agreement or any of the other Transaction DocumentsEffect.
Appears in 1 contract Plan of Merger (Avp Inc),
No Material Adverse Effect. Since the date hereof, of the most recent financial statements of the Company included in each of the Time of Sale Information and the Offering Memorandum (i) there shall has not been and will not have occurred any effectbeen a material adverse change in the business, eventproperties, business prospects currently contemplated, condition (financial or circumstance otherwise) or results of operations of the Company and its subsidiaries, taken as a whole, arising for any reason whatsoever (including, without limitation, the initiation of any litigation or other legal, regulatory or investigative proceeding) that individually or in the aggregate, with or without the passage of time, the giving of notice, or both, that has had, or could reasonably be expected to have, a Material Adverse Effect Effect) or which could adversely affect a material adverse change in the capitalization of the Company's ability , (ii) the Company has not incurred, nor will it incur, any material liabilities or obligations, direct or contingent, nor has it entered into, nor will it enter into, any material transactions not in the ordinary course of business, other than pursuant to perform its respective obligations under this Agreement and the transactions referred to herein, and (iii) the Company has not and will not have paid or declared any of the other Transaction Documents.dividends
No Material Adverse Effect. Since Between the date hereofSigning Date and the Closing Date, there no event or events shall not have occurred any effect, event, condition or circumstance or circumstances shall exist that have had (includingor are reasonably likely to have), without limitation, the initiation of any litigation or other legal, regulatory or investigative proceeding) that individually or in the aggregate, with a material adverse effect on the business, condition (financial or without otherwise), operations or financial performance of the passage of timeAcquired Companies taken as a whole. For these purposes, the giving of notice, following shall not constitute an event or both, circumstance that has had, or could reasonably be expected to have, can have a Material Adverse Effect or which could adversely affect the Company's ability to perform its respective obligations under this Agreement or any of the other Transaction Documents.material adverse effect:
No Material Adverse Effect. Since No event or circumstance shall have occurred or exist with respect to the date hereofCompany which would constitute or reasonably could be expected to have in the future a material adverse effect on the business, there properties, operations, condition (financial or otherwise) or prospects of the Company, and the Company shall not have occurred suffered any effectmaterial change, event, condition loss or circumstance (including, without limitation, the initiation of any litigation or other legal, regulatory or investigative proceeding) that individually or in the aggregate, with or without the passage of time, the giving of notice, or both, that has had, or could reasonably be expected damage to have, a Material Adverse Effect or which could adversely affect the Company's ability to perform its respective obligations under this Agreement or any of the other Transaction Documentsits properties or assets, whether or not covered by insurance.
No Material Adverse Effect. Since December 31, 2007, and except for the date hereoffiling of the Prepackaged Chapter 11 Cases and as otherwise disclosed, there shall not have occurred any effectbeen no events, eventcircumstances, condition or circumstance (including, without limitation, the initiation of any litigation developments or other legalchanges in facts that would, regulatory or investigative proceeding) that individually or in the aggregate, with have a Material Adverse Effect. Material Adverse Effect means an effect that results in or without the passage of time, the giving of notice, or both, that has hadcauses, or could reasonably be expected to haveresult in or cause, a Material Adverse Effect material adverse change in any of (a) the condition (financial or which could adversely affect otherwise), business, performance, operations or property of Holdings, Borrower, the Company's Acquired Business and their respective Subsidiaries, taken as a whole; (b) the ability of Borrower, the Acquired Business or any Guarantor to perform its their respective obligations hereunder or under this Agreement the Interim Order; and (c) the validity or any enforceability hereof or of the Interim Order or the rights and remedies of Agent, the Lenders and the other Transaction Documentssecured parties hereunder or under the Interim Order.
Appears in 1 contract Credit Agreement (Vertis Inc),
No Material Adverse Effect. Since the date hereof, there No event (or events) shall not have occurred any effector be reasonably likely to occur which, event, condition or circumstance (including, without limitation, the initiation of any litigation or other legal, regulatory or investigative proceeding) that individually or in the aggregate, with or without the passage of time, the giving of notice, or both, that has hadhave, or could reasonably be expected to have, a Material Adverse Effect material adverse effect on the Acquired Assets, the Business or which could adversely affect its prospects or the Company's ability of Seller or Parent to perform its respective obligations under consummate the transactions contemplated by this Agreement or any of the other Transaction Documents.Agreement;
No Material Adverse Effect. Since the date hereofDecember 31, 2004, there shall not have occurred (i) any effect, event, condition development, or circumstance (including, without limitation, the initiation of any litigation or other legal, regulatory or investigative proceeding) that individually or in the aggregate, with or without the passage of time, the giving of notice, or both, that has had, caused or could reasonably be expected to havecause a material adverse effect on (x) the condition (financial or otherwise), results of operation, assets, liabilities, management, prospects or value of the Company and its Subsidiaries, taken as a Material Adverse Effect whole, (y) the validity or which could adversely affect enforceability of this Agreement or any of the Company's ability to perform its respective obligations Loan Documents or (z) the rights and remedies of any Holder or the Collateral Agent under this Agreement or any of the Loan Documents, (ii) any event, development, or circumstance that has caused or could reasonably be expected to cause a material adverse condition or material adverse change that calls into question in any material respect the Projections (as defined below) or any of the material assumptions on which such Projections were prepared, or (iii) any change, effect, event or occurrence with respect to the financial condition, properties, assets or operations of the El Paso Acquired Companies that is material and adverse to the El Paso Acquired Companies, taken as a whole, provided that in determining whether such a change, effect, event or occurrence has occurred, the following shall not be considered: changes, effects, events and occurrences relating to (A) the natural gas pipeline, treating and processing industry generally (including the price of natural gas and the costs associated with the drilling and/or production of natural gas), (B) any general market, economic, financial or political conditions, or outbreak or hostilities or war, in the United States, or (C) the transactions contemplated by the El Paso Purchase and Sale Agreement; provided, however, that to be excluded under subsection (B) above, such condition may not disproportionately affect, as compared to others in such industry, any of the El Paso Acquired Companies, or their respective businesses, assets, properties, results of operation or condition (financial or otherwise). No Purchaser shall have become aware after August 27, 2005 of any information or other Transaction Documentsmatter affecting the Company, the El Paso Acquisition or the transactions contemplated by this Agreement that is inconsistent in a material and adverse manner with any such information or other matter disclosed in writing to the Purchasers prior to the date hereof.
Appears in 1 contract Amendment (Crosstex Energy Lp),
No Material Adverse Effect. Since June 30, 2007 (the date hereofFinancial Statement Date), there shall has not have occurred been any effectchange or effect that, event, condition or circumstance (including, without limitation, the initiation of any litigation or other legal, regulatory or investigative proceeding) that individually or in the aggregate, with or without the passage of time, the giving of notice, or both, that has had, been or could be reasonably be expected to have, have a Material Adverse Effect on the Businesses, assets (including intangible assets), condition (financial or which could adversely affect the Company's ability to perform its respective obligations under this Agreement otherwise) or any results of operations of either of the other Transaction DocumentsCompanies or their Subsidiaries, whether or not covered by insurance.
No Material Adverse Effect. Since Except as set forth on Schedule 6.6 of the date hereofCompany Disclosure Statement, there shall not have since December 31, 2009, (i) nothing has occurred any effect, event, condition or circumstance (including, without limitation, the initiation of any litigation or other legal, regulatory or investigative proceeding) that individually or in the aggregate, with or without the passage of time, the giving of notice, or both, that has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect Effect, (ii) except as disclosed in the SEC Reports, the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business and (B) liabilities not required to be reflected in the Companys financial statements pursuant to GAAP or required to be disclosed in filings made with the SEC and (iii) the Company has not altered materially its method of accounting or the manner in which could adversely affect the Company's ability to perform it keeps its respective obligations under this Agreement or any of the other Transaction Documentsaccounting books and records.
No Material Adverse Effect. Since There shall have been no changes, other than changes contemplated by this Agreement, in the date hereofbusiness, there shall not have occurred any effect, eventoperations, condition (financial or circumstance otherwise), assets or liabilities of CBT (including, without limitation, regardless of whether or not such events or changes are inconsistent with the initiation of any litigation or other legal, regulatory or investigative proceedingrepresentations and warranties given herein) that individually or in the aggregate, with aggregate has had or without the passage of time, the giving of notice, or both, that has had, or could reasonably would be expected to have, have a Material Adverse Effect or which could adversely affect the Company's ability to perform its respective obligations under this Agreement or any of the other Transaction Documentson CBT.
No Material Adverse Effect. Since the date hereofof this Agreement, there shall not have occurred any effectevents or changes (other than those contemplated under this Agreement) which (i) have had or could reasonably be expected to, event, condition or circumstance (including, without limitation, the initiation of any litigation or other legal, regulatory or investigative proceeding) that individually or in the aggregate, with or without the passage of time, the giving of notice, or both, that has had, or could reasonably be expected to have, have a Material Adverse Effect or which could on TWC, (ii) have materially adversely affect the Companyaffected TWC's ability to produce or acquire motion pictures or perform any of its respective obligations under this Agreement or any of the other Transaction DocumentsDistribution Agreement, or (iii) have materially adversely affected the Film Release Schedule.
No Material Adverse Effect. Since There shall have been no changes, other than changes contemplated by this Agreement, in the date hereofbusiness, there shall not have occurred any effect, eventoperations, condition (financial or circumstance otherwise), assets or liabilities of NewMil or any NewMil Subsidiary (including, without limitation, regardless of whether or not such events or changes are inconsistent with the initiation of any litigation or other legal, regulatory or investigative proceedingrepresentations and warranties given herein) that individually or in the aggregate, with aggregate has had or without the passage of time, the giving of notice, or both, that has had, or could would reasonably be expected to have, have a Material Adverse Effect or which could adversely affect the Company's ability to perform its respective obligations under this Agreement or any of the other Transaction Documentson NewMil.
No Material Adverse Effect. Since the date hereofDecember 31, there shall not have 2008, (i) nothing has occurred any effect, event, condition or circumstance (including, without limitation, the initiation of any litigation or other legal, regulatory or investigative proceeding) that individually or in the aggregate, with or without the passage of time, the giving of notice, or both, that has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect Effect, (ii) except as disclosed in the SEC Reports, the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business and (B) liabilities not required to be reflected in the Companys financial statements pursuant to GAAP or required to be disclosed in filings made with the SEC and (iii) the Company has not altered materially its method of accounting or the manner in which could adversely affect the Company's ability to perform it keeps its respective obligations under this Agreement or any of the other Transaction Documentsaccounting books and records.
No Material Adverse Effect. Since There shall have been no changes since March 31, 2014, other than changes contemplated by this Agreement, in the date hereofbusiness, there shall not have occurred any effect, eventoperations, condition (financial or circumstance otherwise), assets or liabilities of Company or any Company Subsidiary (including, without limitation, regardless of whether or not such events or changes are inconsistent with the initiation of any litigation or other legal, regulatory or investigative proceedingrepresentations and warranties given herein) that individually or in the aggregate, with aggregate have had or without the passage of time, the giving of notice, or both, that has had, or could would reasonably be expected to have, have a Material Adverse Effect or which could adversely affect the on Company's ability to perform its respective obligations under this Agreement or any of the other Transaction Documents.
No Material Adverse Effect. Since the date hereof, of this Agreement there shall will not have occurred been any effect, event, development or condition or circumstance (including, without limitation, the initiation of any litigation character (whether or other legal, regulatory or investigative proceedingnot covered by insurance) that has, or might reasonably be expected to become, individually or in the aggregate, with materially adverse to the business, results of operations, condition or without the passage of time, the giving of notice, or both, that has had, or could reasonably be expected to have, a Material Adverse Effect or which could adversely affect the Company's ability to perform its respective obligations under this Agreement or any assets of the other Transaction DocumentsBuyer.
No Material Adverse Effect. Since the date hereofNo change, there shall not have occurred any effect, event, condition occurrence, state of facts or circumstance (includingdevelopment shall have occurred or exist since December 31, without limitation2010 that, the initiation of any litigation or other legal, regulatory or investigative proceeding) that individually or in the aggregatetogether with any one or more changes, with or without the passage of timeeffects, the giving of noticeevents, occurrences, or bothstates of facts or developments, that has had, had or could would reasonably be expected to havehave a material adverse effect on the business, assets, liabilities, condition (financial or otherwise) or results of operations of Aleris and its consolidated Subsidiaries taken as a Material Adverse Effect whole or which could adversely affect on the Company's ability of Aleris or a Subsidiary, as the case may be, to perform its respective obligations under consummate the transactions contemplated by this Agreement Agreement, the other Credit Documents, or any other documents contemplated hereby or thereby, other than an effect resulting from any act or omission of the other Transaction DocumentsBorrowers, taken with the prior written consent of the Agents.
No Material Adverse Effect. Since the date hereofof this Agreement, there shall not have occurred a Material Adverse Effect on the Business. For purposes of this Agreement, Material Adverse Effect means any effect, event, condition state of facts, circumstance, development, change, effect or circumstance occurrence (includingan Effect) that, without limitation, the initiation of any litigation or other legal, regulatory or investigative proceeding) that individually or in the aggregateaggregate with any other Effect, with has had or without the passage of time, the giving of notice, or both, that has had, or could would reasonably be expected to havehave a materially adverse effect on the business, properties, assets, financial condition or results of operations of the Business, taken as a whole, or on the ability of Seller to perform its material obligations under the Agreement, other than any Effect arising out of or resulting from (a) any Effect affecting the economy of the United States generally, including changes in the United States or foreign credit, debt, capital or financial markets (including changes in interest or exchange rates) or the economy of any town, city, region or country in which the Stations conduct business, only to the extent that the Effect thereof are not disproportionately adverse to or on the Stations or the Business, (b) general changes or developments in the broadcast television industry to the extent that the Effect thereof are not disproportionately adverse to or on the Stations or the Business, (c) the execution and delivery of this Agreement, the announcement of this Agreement and the transactions contemplated hereby, the consummation of the transactions contemplated hereby, the compliance with the terms of this Agreement or the taking of any action required by this Agreement or consented to by Buyer, (d) earthquakes, hurricanes, tornadoes, natural disasters or global, national or regional political conditions, including hostilities, military actions, political instability, acts of terrorism or war or any escalation or material worsening of any such hostilities, military actions, political instability, acts of terrorism or war existing or underway as of the date hereof (other than any of the foregoing that causes any damage or destruction to or renders unusable any material Purchased Assets), only to the extent that the Effect thereof is not disproportionately adverse to or on the Stations or the Business, (e) any failure, in and of itself, by Seller or any Station to meet any internal or published projections, forecasts or revenue or earnings predictions for any period ending on or after the date of this Agreement (it being understood that the facts or occurrences giving rise to such failure may be deemed to constitute, or be taken into account in determining whether there has been or will be, a Material Adverse Effect); (f) any matter of which Buyer is aware on the date hereof; (g) any Effect that results from any action taken at the express prior request of Buyer or which could adversely affect the Company's ability to perform with Buyers prior consent; or (h) any breach by Buyer of its respective obligations under this Agreement or any of the other Transaction DocumentsAgreement.
No Material Adverse Effect. Since the date hereofof this Agreement, there no event or events shall not have occurred any effect, event, condition or circumstance (including, without limitation, the initiation of any litigation or other legal, regulatory or investigative proceeding) that individually or in the aggregate, with or without the passage of time, the giving of noticeoccurred, or bothbe reasonably likely to occur, that has hadwhich have, or could would reasonably be expected to have, a Material Adverse Effect on Purchaser, other than (i) any change in the price of Purchaser Common Stock or which could adversely affect the Company's ability to perform its respective obligations under this Agreement (ii) changes in general economic conditions or any of the other Transaction Documentsconditions affecting Purchasers industry generally.
No Material Adverse Effect. Since the date hereofrespective dates as of which information is given in the SEC Documents, (a) there shall has not have occurred been any effectmaterial change in the business, eventoperations, prospects, properties or condition (financial or circumstance otherwise) or results of operations of the Company and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; and (includingb) neither the Company nor any of its subsidiaries has sustained any material loss or interference with its business from fire, without limitationexplosion, the initiation of any litigation flood or other legalcalamity, regulatory whether or investigative proceeding) that individually or in the aggregate, with or without the passage of time, the giving of noticenot covered by insurance, or bothfrom any labor dispute or court or governmental action, order or decree, in each case, that has had, or could reasonably be expected to have, a Material Adverse Effect or which could adversely affect the Company's ability to perform its respective obligations under this Agreement or any of the other Transaction DocumentsEffect.
No Material Adverse Effect. Since the date hereofDecember 29, there shall not have occurred any effect2009, no event, condition circumstance or circumstance (including, without limitation, the initiation of any litigation or other legal, regulatory or investigative proceeding) that individually or in the aggregate, with or without the passage of time, the giving of notice, or both, change has occurred that has hadcaused or evidences, or could reasonably be expected to haveresult in, either in any case or in the aggregate, a Material Adverse Effect Effect, except as expressly disclosed in reasonable detail in the Borrowers filings on Form 10-K, 10-Q or which could adversely affect 8-K as filed with the Company's ability U.S. Securities and Exchange Commission prior to perform its respective obligations October 31, 2010 (but excluding any risk factor disclosures contained under this Agreement the heading Risk Factors, any disclosures of risks included in any forward-looking statements disclaimer or any other statements that are similarly non-specific or predictive or forward looking in nature, but in each case, other than specific factual information contained therein) and as set forth on Schedule 3.1(1); provided, that it is understood that any non-cash charges taken in accordance with GAAP shall not be considered to impair the Transactions so long as after giving effect to any such non-cash charges, the net orderly liquidation value of the Collateral exceeds 150% of the Obligations (other Transaction Documentsthan any contingent indemnification obligations not then due and owing).
No Material Adverse Effect. Since September 30, 2011 through the date hereof, (i) there shall not have occurred any effecthas been no event or occurrence that would reasonably be expected to result, event, condition or circumstance (including, without limitation, the initiation of any litigation or other legal, regulatory or investigative proceeding) that individually or in the aggregate, with in a Material Adverse Effect; (ii) no cash, stock or without the passage of time, the giving of noticeother dividends, or bothother distributions with respect to capital stock, that have been declared or paid by the Company, nor has hadthe Company purchased or redeemed any of its shares or shares of a subsidiary or other affiliate; and (iii) there has not been any damage, destruction or could loss (whether or not covered by insurance) affecting any asset of the Company, except as would not reasonably be expected to have, result in a Material Adverse Effect or which could adversely affect the Company's ability to perform its respective obligations under this Agreement or any of the other Transaction DocumentsEffect.
No Material Adverse Effect. Since the date hereof, there Buyer shall not have occurred incurred any effectchange, eventoccurrence, condition fact, condition, circumstance or circumstance (includingomission that by itself or together with other changes, without limitationoccurrences, the initiation of any litigation or other legalfacts, regulatory or investigative proceeding) that individually or in the aggregateconditions, with or without the passage of time, the giving of notice, or both, that circumstances and omissions has had, or could reasonably be expected to have, a material adverse effect on Buyer ("Buyer Material Adverse Effect or which could adversely affect Effect") such that the Company's ability to perform its respective obligations under this Agreement or any Buyer Disclosure Package (as hereinafter defined) remains true and correct in all material respects and when taken together as of the other Transaction DocumentsClosing do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained therein, in light of the circums tances under which they were made, not misleading. The Parties expressly agree that entry into a commercial credit arrangement by Buyer shall not constitute a Buyer Material Adverse Effect.
No Material Adverse Effect. Since the date hereofof this Agreement, there shall not have occurred any effect, event, condition change, development, circumstance, condition, occurrence, damage, destruction or circumstance loss not covered by insurance proceeds actually received by the Company in connection with such loss (includingsubject to any deductible) that has had a Material Adverse Effect; provided, without limitationhowever, that in no event shall any of the initiation 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, or will be, a Material Adverse Effect: (a) changes in general economic conditions; (b) public market declines; (c) changes that are generally applicable to the industry in which the Company operates, including changes in peer group valuations (which changes do not affect the Company or its Subsidiaries taken as a whole in a materially disproportionate manner), including any litigation changes in any laws, rules, regulations or other legaldirections issued by any governmental authority; (d) any action taken by the Company which is expressly permitted by this Agreement; or (e) any adverse change in or effect on the business of the Company that is cured by the Company to the reasonable satisfaction of the Purchaser before Closing; and provided, regulatory or investigative proceeding) further, that individually or in no event shall references in this Agreement to dollar amount thresholds (other those contained in the aggregate, with or without the passage definition of time, the giving Material Adverse Effect) be deemed to be evidence of notice, or both, that has had, or could reasonably be expected to have, a Material Adverse Effect or which could adversely affect the Company's ability to perform its respective obligations under this Agreement or any of the other Transaction Documentsmateriality.
No Material Adverse Effect. Since the date hereofof this Agreement, there shall not have occurred any effect, event, condition change, development, circumstance, condition, occurrence, damage, destruction or circumstance loss not covered by reasonably adequate insurance in the amount of such loss (includingsubject to any deductible) that has had a Material Adverse Effect; provided, without limitationhowever, that in no event shall any of the initiation 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, or will be, a Material Adverse Effect: (a) changes in general economic conditions; (b) public market declines; (c) changes that are generally applicable to the industry in which the Company operates, including changes in peer group valuations; (d) changes that are generally applicable in the industry in which the Company operates (which changes do not affect the Company taken as a whole in a materially disproportionate manner), including any litigation changes in any laws, rules, regulations or other legaldirections issued by any governmental authority; (e) any action taken by the Company which is expressly permitted by this Agreement; or (f) any adverse change in or effect on the business of the Company that is cured by the Company to the reasonable satisfaction of the Purchaser before Closing; and provided, regulatory or investigative proceeding) further, that individually or in no event shall references in this Agreement to dollar amount thresholds (other those contained in the aggregate, with or without the passage definition of time, the giving Material Adverse Effect) be deemed to be evidence of notice, or both, that has had, or could reasonably be expected to have, a Material Adverse Effect or which could adversely affect the Company's ability to perform its respective obligations under this Agreement or any of the other Transaction Documentsmateriality.
No Material Adverse Effect. Since the date hereof, of this Agreement there shall will not have occurred been any effectchange in any of the assets, Business, financial condition, earnings, results of operations or prospects of the Corporations, or any other event, development or condition or circumstance (including, without limitation, the initiation of any litigation character (whether or other legal, regulatory or investigative proceedingnot covered by insurance) that individually has or in the aggregate, with or without the passage of time, the giving of notice, or both, that has had, or could might reasonably be expected to have, have a Material Adverse Effect or which could adversely affect the Company's ability to perform its respective obligations under this Agreement or any of the other Transaction DocumentsEffect.
No Material Adverse Effect. Since the date hereof, there No event (or events) shall not have occurred any effector be reasonably likely to occur which, event, condition or circumstance (including, without limitation, the initiation of any litigation or other legal, regulatory or investigative proceeding) that individually or in the aggregate, with or without the passage of time, the giving of notice, or both, that has hadhave, or could reasonably be expected to have, a Material Adverse Effect or which could adversely affect material adverse effect on the Company's , its Assets, its business or operations, its prospects or the ability to perform its respective obligations under this Agreement or any of the other Transaction Documents.Company or the Principal Stockholders to consummate the transactions contemplated by this Agreement;
No Material Adverse Effect. Since the date hereof, there shall not have occurred any effect, No event, condition change or circumstance (includingoccurrence shall have occurred, without limitationwhich, the initiation of any litigation or other legal, regulatory or investigative proceeding) that individually or in the aggregateaggregate with any other events, with changes or without the passage of time, the giving of notice, or both, that occurrences has had, or could reasonably be expected to havehave a material adverse effect on the business, a financial condition, results of operation or prospects of the Company or on the ability of the Company or the Sellers to perform their obligations hereunder (hereinafter, Material Adverse Effect or which could adversely affect the Company's ability to perform its respective obligations under this Agreement or any of the other Transaction DocumentsEffect).
No Material Adverse Effect. Since the date hereofDecember 31, 2005, there shall not have occurred (i) any effect, event, condition development, or circumstance (including, without limitation, the initiation of any litigation or other legal, regulatory or investigative proceeding) that individually or in the aggregate, with or without the passage of time, the giving of notice, or both, that has had, caused or could reasonably be expected to havecause a material adverse effect on (x) the condition (financial or otherwise), results of operation, assets, liabilities, management, prospects or value of the Borrower and its Subsidiaries, taken as a Material Adverse Effect whole, (y) the validity or which could adversely affect enforceability of this Agreement or any of the Company's ability to perform its respective obligations Credit Documents or (z) the rights and remedies of the Administrative Agent or the Banks under this Agreement or any of the Credit Documents, (ii) any event, development, or circumstance that has caused or could reasonably be expected to cause a material adverse condition or material adverse change that calls into question in any material respect the Projections (as defined below) or any of the material assumptions on which such Projections were prepared, or (iii) any change, effect, event or occurrence with respect to the financial condition, properties, assets or operations of the Chief Acquired Companies that is material and adverse to the Chief Acquired Companies, taken as a whole, provided that in determining whether such a change, effect, event or occurrence has occurred, the following shall not be considered: changes, effects, events and occurrences relating to (A) the natural gas pipeline, treating and processing industry generally (including the price of natural gas and the costs associated with the drilling and/or production of natural gas), (B) any general market, economic, financial or political conditions, or outbreak or hostilities or war, in the United States, or (C) the transactions contemplated by the Chief Purchase and Sale Agreement; provided, however, that to be excluded under subsection (B) above, such condition may not disproportionately affect, as compared to others in such industry, any of the Chief Acquired Companies, or their respective businesses, assets, properties, results of operation or condition (financial or otherwise). Neither the Administrative Agent nor the Banks shall have become aware after April 28, 2006 of any information or other Transaction Documentsmatter affecting the Borrower, the Chief Acquisition or the transactions contemplated by this Agreement that is inconsistent in a material and adverse manner with any such information or other matter disclosed in writing to the Banks prior to the date hereof.
Appears in 1 contract Amendment (Crosstex Energy Lp),
No Material Adverse Effect. Since There shall have been no changes, other than changes contemplated by this Agreement, in the date hereofbusiness, there shall not have occurred any effect, eventoperations, condition (financial or circumstance otherwise), assets or liabilities of Commerce and the Commerce Subsidiaries (including, without limitation, regardless of whether or not such events or changes are inconsistent with the initiation of any litigation or other legal, regulatory or investigative proceedingrepresentations and warranties given herein) that individually or in the aggregate, with aggregate has had or without the passage of time, the giving of notice, or both, that has had, or could reasonably would be expected to have, have a Material Adverse Effect or which could adversely affect the Company's ability to perform its respective obligations under this Agreement or any of the other Transaction Documentson Commerce.
No Material Adverse Effect. Since Neither the Company nor any of its subsidiaries has sustained, since the date hereof, there shall not have occurred any effect, event, condition or circumstance (including, without limitationof the latest audited financial statements included in the Registration Statement, the initiation of General Disclosure Package or the Prospectus, any litigation loss or interference with its business from fire, explosion, flood or other legalcalamity, regulatory whether or investigative proceeding) that individually not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the General Disclosure Package and the Prospectus, or as would not reasonably be expected, in the aggregate, with or without the passage of time, the giving of notice, or both, that has had, or could reasonably be expected to have, result in a Material Adverse Effect (as defined below). Since the respective dates as of which information is given in the General Disclosure Package and the Prospectus, there has not been any change in the capital stock or which could adversely affect long-term debt of the Company's ability to perform its respective obligations under this Agreement Company or any of its subsidiaries or any material adverse change, or any development involving a prospective material adverse change, except such as are described in the other Transaction DocumentsGeneral Disclosure Package and the Prospectus, or such as would not be reasonably expected, in the aggregate, to result in a material adverse effect on the condition (financial or other), business, properties or results of operations of the Company and the Significant Subsidiaries (as defined below), taken as a whole (a Material Adverse Effect).
No Material Adverse Effect. Since January 1, 2012 and except as described in the date hereofSEC Reports, there shall not have occurred any effect, event, condition (i) no event or circumstance (includinghas occurred that, without limitation, the initiation of any litigation or other legal, regulatory or investigative proceeding) that individually or in the aggregate, with or without the passage of time, the giving of notice, or both, that has had, had or could reasonably be expected to have, have a Material Adverse Effect or which could adversely affect Effect, and (ii) with the Company's ability to perform exception of the Trading Loss and actions and losses taken in response thereto, the Company and each of its respective obligations under this Agreement or subsidiaries have conducted their business in the ordinary course and neither the Company nor any of its subsidiaries have experienced any material losses or other losses or events that could reasonably be expected to alter in any material respect the other Transaction Documentsbalance sheet of the Company and its subsidiaries on a consolidated basis.
No Material Adverse Effect. Since As of the date hereofEffective Date, (a) there shall has been no Material Adverse Effect with respect to the Borrower and its Subsidiaries, taken as a whole, as reflected in the most recently dated financial statements delivered pursuant to Section 5.1.8(a) and (b) neither the Borrower nor any of its Subsidiaries have incurred any obligations or liabilities, or related commitments, that are not have occurred any effect, event, condition reflected in the pro forma balance sheet and financial statements delivered pursuant to Section 5.1.8(c) or circumstance (including, without limitation, the initiation of any litigation or other legal, regulatory or investigative proceedingd) that individually could, either singly or in the aggregate, with or without the passage of time, the giving of notice, or both, that has had, or could reasonably be expected to have, have a Material Adverse Effect or which could adversely affect the Company's ability to perform its respective obligations under this Agreement or any of the other Transaction DocumentsEffect.
Appears in 1 contract Credit Agreement (Lannett Co Inc),
No Material Adverse Effect. Since December 31, 2006, no event has occurred which can be reasonably expected to have a Material Adverse Effect. Since December 31, 2006, (a) neither the date hereofParent nor any of its Subsidiaries has incurred any obligations, there shall not have occurred any effectcontingent or non-contingent liabilities, eventlong-term leases or unusual forward or long-term commitments (other than the Credit Obligations) which, condition or circumstance (including, without limitation, the initiation of any litigation or other legal, regulatory or investigative proceeding) that individually alone or in the aggregate, with could reasonably be expected to have a Material Adverse Effect, (b) no contract, lease or without other agreement or instrument has been entered into by the passage Parent or any of time, its Subsidiaries or has become binding upon the giving Parents or any of notice, its Subsidiaries assets and no law or both, that regulation applicable to the Parent or any of its Subsidiaries has had, been adopted which has had or could reasonably be expected to have, have a Material Adverse Effect or which could adversely affect Effect, and (c) neither the Company's ability to perform its respective obligations under this Agreement or Parent nor any of its Subsidiaries is in default and, to the other Transaction Documentsbest of the Borrowers knowledge, no third party is in default, under any material contract, lease or agreement, which alone or in the aggregate could reasonably be expected to have a Material Adverse Effect.
No Material Adverse Effect. Since the date hereof, there There shall not have been or occurred any effect, event, condition change, condition, occurrence, non-occurrence or circumstance (includingthat, without limitation, the initiation of any litigation or other legal, regulatory or investigative proceeding) that individually or in the aggregateaggregate with any other such events, conditions, changes, occurrences, non-occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect, and, if the materiality and Material Adverse Effect qualifications in the representations, warranties, covenants and agreements of Seller are disregarded, at and as of the Closing the failure of the representations and warranties of Seller contained in this Agreement to be true and correct and the failure of Seller to have performed and complied with all agreements and covenants required by this Agreement to be performed or without complied with by Seller on or prior to the passage of timeClosing Date, the giving of noticewhen such failures are considered together, or both, that has shall not have had, or could and would not reasonably be expected to have, a Material Adverse Effect or which could adversely affect the Company's ability to perform its respective obligations under this Agreement or any of the other Transaction DocumentsEffect.
No Material Adverse Effect. Since There shall have been no changes, other than changes contemplated by this Agreement, in the date hereofbusiness, there shall not have occurred any effect, eventoperations, condition (financial or circumstance otherwise), assets or liabilities of LNB (including, without limitation, regardless of whether or not such events or changes are inconsistent with the initiation of any litigation or other legal, regulatory or investigative proceedingrepresentations and warranties given herein) that individually or in the aggregate, with aggregate has had or without the passage of time, the giving of notice, or both, that has had, or could would reasonably be expected to have, have a Material Adverse Effect or which could adversely affect the Company's ability to perform its respective obligations under this Agreement or any of the other Transaction Documentson LNB.
No Material Adverse Effect. Since the date hereof, there There shall not have occurred any been (i) no effect, eventevent or change involving the Company which, condition or circumstance (including, without limitation, the initiation of any litigation or other legal, regulatory or investigative proceeding) that individually or in the aggregate, with or without the passage of time, the giving of notice, or both, that has had, had or could reasonably be expected to have, have a Material Adverse Effect on the Company or which could adversely affect the Company's ability Company and the Buyer taken as a whole and (ii) no resignations or terminations of, or indications of an intention or plan to perform its respective obligations under this Agreement resign or any terminate, employment by a material number of the other Transaction Documentsemployees.
No Material Adverse Effect. Since December 31, 2008, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, there shall not have occurred any effect(i) no fact, circumstance, event, change, occurrence, condition or circumstance (includingdevelopment has occurred that, without limitation, the initiation of any litigation or other legal, regulatory or investigative proceeding) that individually or in the aggregate, with has had or without the passage of time, the giving of notice, or both, that has had, or could would reasonably be expected to have, have a Material Adverse Effect Effect, (ii) the Company has not incurred any material liabilities (contingent or which could adversely affect otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company's ability consolidated financial statements pursuant to perform GAAP or required to be disclosed in filings made with the SEC, or (iii) the Company has not altered materially its respective obligations under this Agreement method of accounting or any of the other Transaction Documentsmanner in which it keeps its accounting books and records.
No Material Adverse Effect. Since December 31, 2005, no event has occurred which can be reasonably expected to have a Material Adverse Effect. Since December 31, 2005, (a) neither the date hereofParent nor any of its Subsidiaries has incurred any obligations, there shall not have occurred any effectcontingent or non-contingent liabilities, eventlong-term leases or unusual forward or long-term commitments (other than the Credit Obligations) which, condition or circumstance (including, without limitation, the initiation of any litigation or other legal, regulatory or investigative proceeding) that individually alone or in the aggregate, with could reasonably be expected to have a Material Adverse Effect, (b) no contract, lease or without other agreement or instrument has been entered into by the passage Parent or any of time, its Subsidiaries or has become binding upon the giving Parents or any of notice, its Subsidiaries assets and no law or both, that regulation applicable to the Parent or any of its Subsidiaries has had, been adopted which has had or could reasonably be expected to have, have a Material Adverse Effect or which could adversely affect Effect, and (c) neither the Company's ability to perform its respective obligations under this Agreement or Parent nor any of its Subsidiaries is in default and, to the other Transaction Documentsbest of the Borrowers knowledge, no third party is in default, under any material contract, lease or agreement, which alone or in the aggregate could reasonably be expected to have a Material Adverse Effect.
No Material Adverse Effect. Since There shall have been no changes, other than changes contemplated by this Agreement, in the date hereofbusiness, there shall not have occurred any effect, eventoperations, condition (financial or circumstance otherwise), assets or liabilities of CNB and the CNB Subsidiaries (including, without limitation, regardless of whether or not such events or changes are inconsistent with the initiation of any litigation or other legal, regulatory or investigative proceedingrepresentations and warranties given herein) that individually or in the aggregate, with aggregate has had or without the passage of time, the giving of notice, or both, that has had, or could would reasonably be expected to have, have a Material Adverse Effect on CNB or which could adversely affect the Company's ability CNB Subsidiaries. CNB will furnish NBT with such certificates of its officers or others and such other documents to perform its respective obligations under this Agreement or any evidence fulfillment of the other Transaction Documentsconditions set forth in this Section 9.2 as NBT may reasonably request.
Appears in 1 contract Agreement (Nbt Bancorp Inc),
No Material Adverse Effect. Since the date hereof(i) since December 31, 2004, there shall not have occurred any effect, event, condition or circumstance state of facts which could reasonably be expected to have a Material Adverse Effect or have a material adverse effect on the value or prospects of the properties or assets of Borrower and its Subsidiaries taken as a whole, and (ii) no representations made or information supplied to Agent or Lenders (including, without limitation, information supplied to Borrower in the initiation of any litigation or other legal, regulatory or investigative proceeding) that individually Term Loans B Credit Documents or in connection with the aggregate, with transactions contemplated thereby) shall have been proven to be inaccurate or without the passage of time, the giving of notice, or both, that has had, or could reasonably be expected to have, a Material Adverse Effect or which could adversely affect the Company's ability to perform its respective obligations under this Agreement or misleading in any of the other Transaction Documents.material respect;
No Material Adverse Effect. Since On and prior to the date hereofClosing Date, there shall not have occurred any effectbeen (a) no material adverse effect on the business, eventoperations, properties, assets, condition (financial or circumstance otherwise) or operating results of Panolam Industries Holdings and its Subsidiaries, taken as a whole or (including, without limitation, the initiation b) no condition or event or series of any litigation or other legal, regulatory or investigative proceeding) that individually or in the aggregate, with or without the passage of time, the giving of notice, or both, events that has hadresulted in, or could reasonably be expected to haveresult in, any losses, liabilities, obligations, damages, costs and expenses of any kind to such Person of $15,000,000 or more; provided, however, that any such effect shall not include an effect resulting from (i) a change in applicable laws, (ii) a change in economic, business or financial market conditions generally, so long as such conditions do not disproportionately affect Merger Sub and its Subsidiaries, (iii) the announcement or performance of the Acquisition Agreement or (iv) any act of war. 4.2 Conditions to All Loans. The obligation of each Lender to make its Loans on each Funding Date are subject to the following further conditions precedent: A. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2. IB, a Material Adverse Effect or which could adversely affect the duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company's ability to perform its respective obligations under this Agreement or any . B. As of the other Transaction Documents.that Funding Date:
No Material Adverse Effect. Since No change, development, event or condition with respect to Seller, the date hereofBusiness, there the Purchased Assets or the Assumed Liabilities shall not have occurred any effect, event, condition or circumstance that (including, without limitation, the initiation of any litigation or other legal, regulatory or investigative proceeding) that individually or in the aggregate, with or without the passage of time, the giving of notice, or both, that ) has had, or could be reasonably be expected to have, a Material Adverse Effect or which could adversely affect the Company's ability to perform its respective obligations under this Agreement or any of the other Transaction DocumentsEffect.
No Material Adverse Effect. Since There shall have been no changes, other than changes contemplated by this Agreement, in the date hereofbusiness, there shall not have occurred any effect, eventoperations, condition (financial or circumstance otherwise), assets or liabilities of Riverside (including, without limitation, regardless of whether or not such events or changes are inconsistent with the initiation of any litigation or other legal, regulatory or investigative proceedingrepresentations and warranties given herein) that individually or in the aggregate, with aggregate has had or without the passage of time, the giving of notice, or both, that has had, or could reasonably would be expected to have, have a Material Adverse Effect or which could adversely affect the Company's ability to perform its respective obligations under this Agreement or any of the other Transaction Documentson Riverside.
No Material Adverse Effect. Since There shall have been no changes, other than changes contemplated by this Agreement, in the date hereofbusiness, there shall not have occurred any effect, eventoperations, condition (financial or circumstance otherwise), assets or liabilities of SAL and the SAL Subsidiaries (including, without limitation, regardless of whether or not such events or changes are inconsistent with the initiation of any litigation or other legal, regulatory or investigative proceedingrepresentations and warranties given herein) that individually or in the aggregate, with aggregate has had or without the passage of time, the giving of notice, or both, that has had, or could reasonably would be expected to have, have a Material Adverse Effect or which could adversely affect the Company's ability to perform its respective obligations under this Agreement or any of the other Transaction Documentson SAL.
No Material Adverse Effect. Since Other than events giving rise to, arising or occurring in connection with or as a result of the date hereofBankruptcy Case, or the Restructuring, there shall not have occurred any effectbeen (a) no material adverse effect on the business, eventoperations, properties, assets, condition (financial or circumstance otherwise) or operating results of Holdings and its Subsidiaries, taken as a whole or (including, without limitation, the initiation b) no condition or event or series of any litigation or other legal, regulatory or investigative proceeding) that individually or in the aggregate, with or without the passage of time, the giving of notice, or both, events that has hadresulted in, or could reasonably be expected to haveresult in, any losses, liabilities, obligations, damages, costs and expenses of any kind to such Person of $15,000,000 or more; provided, however, that any such effect shall not include an effect resulting from (i) a Material Adverse Effect change in applicable laws, (ii) a change in economic, business or which could adversely financial market conditions generally, so long as such conditions do not disproportionately affect the Company's ability to perform its respective obligations under this Agreement Holdings, Company and Companys Subsidiaries or (iii) any act of the other Transaction Documentswar.
No Material Adverse Effect. Since None of the date hereofSchedules, there shall not have occurred any effect, event, condition or circumstance (including, without limitation, the initiation of any litigation documents or other legalinformation to be furnished by Seller to Buyer pursuant to this Agreement, regulatory shall disclose any fact, circumstance or investigative proceeding) that individually or in the aggregate, with or without the passage of time, the giving of noticematter, or bothany change in or development in connection with any matter, that has hadwhich has, or could reasonably be expected to have, a Material Adverse Effect on the Assets or on the Business; and there shall have been no other changes or developments affecting either the Assets or the Business since the Base Balance Sheet Date which have, or could adversely affect reasonably be expected to have, a Material Adverse Effect on the Company's ability to perform its respective obligations under this Agreement Assets or any of the other Transaction DocumentsBusiness.