Effective Date Material Adverse Effect means an event, development, change or occurrence that is materially adverse to the financial condition, assets, business or results of operations of the Borrower and its Subsidiaries, taken as a whole; provided, however, that an Effective Date Material Adverse Effect shall not include any event, development, change or occurrence arising out of, relating to or resulting from: (a) changes generally affecting the economy, financial or securities markets or political or regulatory conditions; (b) changes generally affecting the commercial retail real estate sector or changes generally affecting owners, operators or developers of commercial retail real estate; (c) any change after the date of the Commitment Letter in law or the interpretation thereof or GAAP or the interpretation thereof; (d) acts of war, armed hostility or terrorism or any worsening thereof; (e) earthquakes, hurricanes, tornados or other natural disasters or calamities; (f) any change to the extent attributable to the negotiation, execution or announcement of the Spin-Off, including any litigation resulting therefrom, and any adverse change in customer, tenant, distributor, employee, supplier, financing source, licensor, licensee, sub-licensee, stockholder, joint venture partner or similar relationships attributable to the negotiation, execution or announcement of the Spin-Off; (g) any failure by the Borrower to meet any internal or published industry analyst projections or forecasts or estimates of revenues or earnings for any period (it being understood and agreed that the facts and circumstances giving rise to such failure that are not otherwise excluded from this definition of Effective Date Material Adverse Effect may be taken into account in determining whether there has been an Effective Date Material Adverse Effect); (h) any decline in the price or change in the trading volume of Equity Interests of GGP or the Borrower (it being understood and agreed that the facts and circumstances giving rise to such decline or change that are not otherwise excluded from this definition of Effective Date Material Adverse Effect may be taken into account in determining whether there has been an Effective Date Material Adverse Effect); (i) compliance with the terms of, or the taking of any action required by, the Loan Documents; and (j) the outcome of any litigation, claim or other proceeding described in a schedule to this Agreement or specifically disclosed in the Form 10 filed by the Borrower with ...
Effective Date Material Adverse Effect means, a material adverse effect on the business, assets, financial condition or operations of the Contributed Businesses, taken as a whole; provided, however, that, any adverse effect to the extent arising out of, resulting from or attributable to (a) an event or series of events or circumstances affecting (i) the United States or global economy generally or capital or financial markets generally, including changes in interest or exchange rates, (ii) political conditions generally of the United States or any other country or jurisdiction in which the Contributed Businesses operate or (iii) any of the industries generally in which the Contributed Businesses operate (including labor strikes, work stoppages or walkouts or other labor disputes, declines in ratings or declines in costs-per-thousand), (b) the announcement or pendency of transactions contemplated by the Master Agreement or the other Transaction Agreements (as defined in the Master Agreement), (c) any changes in applicable Law (as defined in the Master Agreement) or U.S. GAAP (as defined in the Master Agreement) or the enforcement or interpretation thereof, (d) actions taken or omitted pursuant to the Master Agreement or taken with the specific consent of the other parties thereto and each Lead Arranger after the date of the Master Agreement, (e) any acts of God, (f) any hostilities, acts of war, sabotage, terrorism or military actions, or any escalation or worsening of any such hostilities, act of war, sabotage, terrorism or military actions (except, with respect to the foregoing clauses (a), (c), (e) and (f), to the extent such event or series of events, circumstances, changes, acts or occurrences have a materially disproportionate effect on the Contributed Businesses relative to other industry participants), or (g) any failure to meet internal or published projections, estimates or forecasts of revenues, earnings, or other measures of financial or operating performance for any period (provided that the underlying causes of such failures (subject to the other provisions of this definition) shall not be excluded), shall not constitute or be deemed to contribute to an Effective Date Material Adverse Effect, and otherwise shall not be taken into account in determining whether an Effective Date Material Adverse Effect has occurred or would be reasonably likely to occur.
Effective Date Material Adverse Effect means any change, event, fact, circumstance or effect that is or would reasonably be expected to be materially adverse to the business, assets or financial condition of the Parent and its Subsidiaries, taken as a whole, in each case, except for any such change, event or effect resulting from or arising out of (a) changes in economic conditions generally or the industry in which the Parent and its Subsidiaries operate, (b) changes in international, national, regional, state or local wholesale or retail markets for electric power or fuel or fuel related products including those due to actions by competitors, (c) changes in regulatory or political conditions (other than items addressed in clauses (d) and (h)), (d) the adoption, implementation, promulgation or repeal of any Law of or by any Governmental Authority subsequent to September 30, 2005 governing national, regional, state or local electric transmission or distribution systems, (e) strikes, work stoppages or other labor disturbances, (f) increases in costs of commodities or supplies, including fuel, (g) effects of weather or meteorological events, (h) the adoption, implementation, promulgation or repeal of any Law of or by any Governmental Authority (other than those governing electric transmission or distribution systems) subsequent to September 30, 2005 and (i) any actions to be taken pursuant to or in accordance with the Purchase Agreement, except in the case of clauses (d) and (h) for any such change that disproportionately impacts the operation of the Companies versus similar power plants located in New York City; provided that none of clauses (a) through (i) foregoing shall be deemed to apply as a result of acts of war or terrorist acts.
Examples of Effective Date Material Adverse Effect in a sentence
Since the Escrow Date there has been no event, change, circumstance or occurrence that constitutes an Effective Date Material Adverse Effect.
The Required Lenders shall have determined, in their reasonable (from the perspective of a secured lender) business judgment, that no event or development shall have occurred since December 31, 2013 which could reasonably be expected to have an Effective Date Material Adverse Effect.
Since December 31, 2013, there has not been any Effective Date Material Adverse Effect.
No Amendment No. 2 Effective Date Material Adverse Effect shall have occurred since January 24, 2021.
All other Acquisition Agreement Representations shall be true and correct in all respects (without regard to qualifications as to materiality and “Material Adverse Effect” (as defined in the Contribution Agreement) and qualifications of similar import contained therein) except where the failure of the representations and warranties to be true and correct individually or in the aggregate, would not be reasonably likely to have an Effective Date Material Adverse Effect with respect to Augusta.
More Definitions of Effective Date Material Adverse Effect
Effective Date Material Adverse Effect means (a) since December 31, 2008, any material adverse condition or material adverse change in or affecting, or the occurrence of any circumstance or condition that would reasonably be expected to result in a material adverse change in, or have a material adverse effect on, the business, operations, condition (financial or otherwise), assets, or liabilities (whether actual or contingent) of Xxxxx and its Subsidiaries, taken as a whole, and (b) since September 1, 2009, any material adverse change in the Oil and Gas Properties of the Crusader Entities, taken as a whole, or any material adverse effect on the ability of the Crusader Entities, taken as a whole, to produce Hydrocarbons from their Oil and Gas Properties; provided, however, that a determination of whether there has been any event, development or circumstance which has had or could reasonably be expected to have an Effective Date Material Adverse Effect shall not take into account any effect to the extent resulting from:
Effective Date Material Adverse Effect means with respect to Augusta, any circumstance, change or effect that, individually or in the aggregate, (a) is or would reasonably be expected to be materially adverse to the business, operations or financial condition of Augusta, or (b) materially impedes or would reasonably be expected to impede the ability of Hi-Crush Proppants and the Borrower to complete the transactions contemplated in the Contribution Agreement, but shall exclude any circumstance, change or effect resulting or arising from:
Effective Date Material Adverse Effect has the meaning assigned to such term on Schedule 1.01 hereto.
Effective Date Material Adverse Effect means a material adverse effect on any of (a) the business, condition (financial or otherwise), or operations of the Loan Parties, taken as a whole (including their respective assets, properties or businesses, taken as a whole), or (b) the ability of any Loan Party to perform any of its obligations under any Loan Document to which it is a party.
Effective Date Material Adverse Effect means a “Company Material Adverse Effect” as defined in the Purchase Agreement.
Effective Date Material Adverse Effect has the meaning specified therefor in Section 5.01(e).
Effective Date Material Adverse Effect means a material adverse effect on the assets, the business or its condition (financial or otherwise), properties, or liabilities of a Person; provided, however, that any such effect resulting or arising from or relating to any of the following matters shall not be considered when determining whether a material adverse effect has occurred or would reasonably be expected to occur: (i) any conditions in the general economy or the general economy in the geographic area in which such Person operates or developments or changes therein; (ii) political conditions, including acts of war (whether or not declared), armed hostilities and terrorism, or developments or changes therein; (iii) any conditions resulting from natural disasters; (iv) compliance by such Person with its covenants and agreements contained in the Purchase Agreement; (v) the announcement of the Purchase Agreement or the transactions contemplated hereby; or (vi) changes in any laws or accounting principles, in each of the foregoing cases in clauses (i) through (iii) immediately above, which do not have a materially disproportionate effect on IMTT and its subsidiaries, taken as a whole.