Client Adverse Effect definition
Examples of Client Adverse Effect in a sentence
Without limiting the generality of Section 6.1(g) hereof, there shall not have occurred any Client Adverse Effect which the Parent determines, in its sole but reasonable discretion, would be materially detrimental to the operations, business, condition (financial or otherwise) or prospects of the Companies.
The Sellers and the Principals shall promptly give the Parent written notice of each and every Client Adverse Effect, if any, that may occur prior to the Closing, with such notice to be given in writing within one day of any of the Sellers, the Companies or the Principals learning of such Client Adverse Effect and in any event not less than one day before the Closing.
Anything to the contrary notwithstanding, in the event that, prior to the Closing, the Seller Group has made written disclosure to the Parent of a Client Adverse Effect as required by Section 5.19 hereof, and the Parent Group elects to consummate the Closing notwithstanding such Client Adverse Effect, the Parent Indemnitees shall not be entitled to recover any Losses which arise solely from, or which are attributable solely to, such Client Adverse Effect.