Adviser Material Adverse Effect definition

Adviser Material Adverse Effect means a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Adviser, whether or not arising in the ordinary course of business.
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Adviser Material Adverse Effect shall have the meaning assigned to such term in Section 6.1.
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Adviser Material Adverse Effect means any fact, circumstance, event, change, occurrence or effect that would have, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on (1) the business, condition (financial or otherwise), properties, liabilities, assets or results of operations of the Parent External Adviser, or (2) the ability of the Parent External Adviser to timely perform its obligations under this Agreement or consummate the transactions contemplated hereby; provided, however, that, for purposes of the foregoing clause (1) only, none of the following shall constitute or be taken into account in determining whether an Adviser Material Adverse Effect shall have occurred or exists or would reasonably be expected to occur or exist: (i) changes in general economic, financial market, business or geopolitical conditions; (ii) general changes or developments in any of the industries or markets in which the Parent External Adviser operates (or applicable portions or segments of such industries or markets); (iii) changes in any Applicable Law or applicable accounting regulations or principles or interpretations thereof; (iv) any change in the price or trading volume of Parent’s securities, in and of itself (provided that the facts or occurrences giving rise to or contributing to such change that are not otherwise excluded from the definition of “Adviser Material Adverse Effect” shall be taken into account in determining whether there has been an Adviser Material Adverse Effect); (v) any failure by the Parent External Adviser to meet published analyst estimates or expectations of the Parent External Adviser’s revenue, earnings or other financial performance or results of operations for any period, in and of itself (provided that the facts or occurrences giving rise to or contributing to such failure that are not otherwise excluded from the definition of “Adviser Material Adverse Effect” shall be taken into account in determining whether there has been an Adviser Material Adverse Effect); (vi) any failure by the Parent External Adviser to meet its internal or published projections, budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations, in and of itself (provided that the facts or occurrences giving rise to or contributing to such failure that are not otherwise excluded from the definition of “Adviser Material Adverse Effect” shall be taken into account in determining whether there has been...
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Examples of Adviser Material Adverse Effect in a sentence

  • Except as disclosed in the Commission Documents, there are no pending or, to the knowledge of the Investment Adviser, threatened Proceedings and, to the knowledge of the Investment Adviser, there are no pending or threatened investigations against the Investment Adviser or otherwise affecting the Investment Adviser or any of its assets, including any condemnation or similar proceedings, that would, individually or in the aggregate, reasonably be expected to have an Adviser Material Adverse Effect.

  • Except where the failure to be, or to have been, in compliance with such Laws would not, individually or in the aggregate, reasonably be expected to have an Adviser Material Adverse Effect, the Investment Adviser is, and since September 5, 2025, has been, in compliance in all material respects with all applicable Laws.

  • The Investment Adviser has not received any written notice from any Governmental Entity of a violation of any applicable Law by it at any time since September 5, 2025, which violation would, individually or in the aggregate, reasonably be expected to have an Adviser Material Adverse Effect.