Adversely when used in conjunction with "Affect," "Change" and "Effect shall mean, with respect to Seller or Buyer, whichever is the party in the context to which such term applies, any event which could reasonably be expected to (a) adversely affect the enforceability of this Agreement by such party or (b) adversely affect the properties, financial condition or results of operation of such party, or (c) impair such party's ability to fulfill its obligations under the terms of this Agreement or (d) adversely affect the aggregate rights and remedies of such party under this Agreement or (e) when used with respect to the Business, adversely affect the value of the Business; and, with respect to clauses (a) through (e), unless otherwise specifically set forth, in a material respect or manner or to a material degree (which, for the purposes of this Agreement shall, unless specifically stated to the contrary, be determined without regard to the fact that various provisions of this Agreement set forth specific dollar amounts or the basis for calculating such amounts).
Adversely means, for the purpose of the definition of ‘derived version’, an increase by more than 0.3dB to any one of the noise certification levels specified in the noise type certificate;
Adversely when used in conjunction with "Affect," "Change" and ------- --------- "Effect" shall mean, with respect to the Company or Bain, whichever is the obligor in the context to which such term applies, any event which could reasonably be expected, in a material respect or manner or to a material degree, to (a) adversely affect the enforceability of this Agreement by the obligee, (b) adversely affect the business, assets, liabilities, properties, financial condition or results of operation of the Company and its subsidiaries (taken as a whole) or Bain, whichever is the obligor in the context to which such term applies, (c) impair the obligor's ability to fulfill its obligations under the terms of this Agreement or (d) adversely affect the aggregate rights and remedies of the obligee under this Agreement.
Examples of Adversely in a sentence
Adversely affected groups in regions authorized to receive assistance under section 8(c) of the Darfur Peace and Accountability Act (Pub.
Failure of a Court to Enforce Non-Petition Obligations will Adversely Affect Noteholders Each Noteholder will agree, and each beneficial owner of Notes will be deemed to agree, pursuant to the Trust Deed, that it will be subject to non-petition covenants.
Adversely Affects Safe Operation of Facility or Serious Facility Damage: A condition, situation, or activity that if not terminated or mitigated could reasonably be expected to result in: nuclear criticality; facility fire/explosion; major facility or equipment damage or loss; or, a facility evacuation response.
Adversely affecting the ability of a pupil to participate in or benefit from the school district’s or public school’s educational programs or activities by placing the pupil in reasonable fear of physical harm or by causing substantial emotional distress.
Adversely impacts a Louisiana designated Natural and Scenic River or a state or federal wetland/wildlife management area and/or refuge.
More Definitions of Adversely
Adversely means the negative impact on or impairment of any right or obligation (whether monetary or otherwise) of a Party.
Adversely means in respect of a change which has the effect of changing the priority of the Issuer Secured Creditors relative to each other, provided that the creation of payments which rank subordinate to the Issuer Secured Creditors shall not be an adverse change;
Adversely when used alone or in conjunction with other terms (including without limitation "Affect," "Change" and "Effect") means any Event that could reasonably be expected to (a) adversely affect the validity or enforceability of this Agreement or any Collateral Document or the likelihood of consummation of the Merger, (b) adversely affect in any material respect the business, operations, management, properties or the condition (financial or other), or results of operation (including without limitation, earnings before interest, taxes, depreciation and amortization) of a Party (it being understood that a decline in the market value of Acquiror Stock shall not in and of itself and without more constitute or be deemed to reflect an Adverse Change), (c) impair a Party's ability to fulfill its obligations under the terms of this Agreement or any Collateral Document, or (d) adversely affect in any material respect the aggregate rights and remedies of any Party under this Agreement or any Collateral Document.
Adversely shall not be governed by the definition of “Material Adverse Effect” contained in Exhibit A to this Agreement.
Adversely when used alone or in conjunction with other terms (including without limitation "Affect," "CHANGE" and "EFFECT") shall mean, with respect to Seller, any event which could reasonably be expected to (i) adversely effect the validity or enforceability of this Agreement or any other agreement, document or instrument contemplated hereby or the likelihood of consummation of the transactions contemplated hereby, (ii) adversely effect the business, operations, properties, condition (financial or other), or results of operation (including without limitation, the Assets, Assumed Liabilities or earnings before interest, taxes, depreciation and amortization) either of Seller or of the Business such that there is a material adverse effect on the Business and Assets, taken as a whole, (iii) impair in any material respect Seller's ability to fulfill its obligations under the terms of this Agreement or any other agreement, document or instrument contemplated hereby or (iv) have an adverse effect in any material respect on the aggregate rights and remedies of Buyer or Newco under this Agreement or any other agreement, document or instrument contemplated hereby.
Adversely has the meaning set forth in the Asset Purchase and Sale Agreement.
Adversely or “Material Adverse Change” or “Material Adverse Effect” means any action, omission or change with a significant impact or essential to any Person or to the business, operations, assets, financials, performance of the activities, or fulfillment of the purpose of any such Person. Any such action, omission or change shall only be considered to produce a significant impact or to be essential to any such Person if its effects, consequences or results are likely to imply or involve more than US$10,000 (Ten Thousand and 00/100 U.S. Dollars). The effects, consequences or results derived from or arising out of (i) any act or omission by such Person taken with the prior consent or at the direction of the other Parties hereto; or (ii) any Act of God or Force Majeure impacting Buyer or Seller, provided that the effects of the Act of God or Force Majeure event prevent performance of an obligation under this Agreement, were not foreseeable and could not have been prevented or diminished by the Party affected by the Act of God or Force Majeure, shall not be considered within this definition. It also means, when used in this Agreement with respect to any representation or warranty in this Agreement, which the breach of said representation results in Damages of more than US$10,000 (Ten Thousand and 00/100 U.S. Dollars).