Material Adverse Effect on the Business definition

Material Adverse Effect on the Business means any change, effect or circumstance (such item, an “Effect”) that (a) is, or reasonably could be expected to be, materially adverse to the Business Assets, financial condition or results of operations of the Business; provided, however, that in no event shall any of the following be taken into account in determining whether there has been or will be a Material Adverse Effect on the Business: (i) any Effect that is the result of general market or political factors or economic factors affecting the economy as a whole, (ii) any Effect that is the result of factors generally affecting the industry or specific markets in which the Business competes (which Effect in the case of each of (i) and (ii) does not disproportionately affect Seller in any material respect), or (iii) any Effect arising out of or resulting from actions contemplated by the Parties in connection with this Agreement or that is attributable to the announcement or performance of this Agreement or the transactions contemplated by this Agreement (including a loss of customers or employees); or (b) materially impairs or delays, or reasonably could be expected to materially impair or delay, the ability of Seller to consummate the transactions contemplated by this Agreement or to perform its obligations under this Agreement.
Material Adverse Effect on the Business has the meaning set forth in Section 4.1, as limited by Section 13.1.
Material Adverse Effect on the Business has the meaning set forth in Section 4.1.

Examples of Material Adverse Effect on the Business in a sentence

  • Additionally, there shall be no other action, suit, claim, investigation or legal, administrative or arbitral proceeding , either pending or threatened, against the Seller or the Buyer, except as listed on Schedules 3.4 and 4.4. Further, there shall have been no change in any such action, suit, claim, investigation or legal, administrative or arbitral proceeding as listed on Schedules 3.4 and 4.4 that would have a Material Adverse Effect on the Business of the Seller or the Buyer.

  • The Seller is not in violation of any decree, judgment, order, law or regulation of any court or other governmental body, which violation could have a Material Adverse Effect on the Business.

  • There is no fact known to Seller which Seller believes has or could have a Material Adverse Effect on the Business; which has not been set forth in this Agreement, including without limitation any Schedules or Exhibits hereto, the Financial Statements or certificate delivered in accordance with the terms hereof or any document or statement in writing which has been supplied by or on behalf of Seller or by any employee of Seller in connection with the transactions contemplated by this Agreement.

  • Seller has all local, state and federal licenses, permits, registrations, certificates, contracts, consents, accreditations and approvals (collectively, the “Licenses and Permits”) necessary for Seller to occupy, operate and conduct the Business as now conducted and to own and operate the Assets, except to the extent the failure of possessing such items would not have a Material Adverse Effect on the Business, and there does not exist any waivers or exemptions relating thereto.

  • There shall have been no Material Adverse Effect on the Business from the date of this Agreement.


More Definitions of Material Adverse Effect on the Business

Material Adverse Effect on the Business means a material adverse effect on the liabilities, results of operations or financial condition of the Business considered as a whole.
Material Adverse Effect on the Business means any and all material adverse change(s) in, or material adverse effect(s) on, the assets, liabilities, financial condition, business or operations of the Acquired Assets and Liabilities or the Business.
Material Adverse Effect on the Business shall both mean a circumstance, state of facts, event, consequence or result that materially and adversely affects, or could reasonably be expected to affect materially and adversely the Purchased Assets or the Business, or the condition (financial or other), operating results or future prospects of the Business or the ability of Seller to consummate the transactions which it is required to consummate hereunder; and the phrase "Material Adverse Effect on Buyer" shall mean a circumstance, state of facts, event, consequence or result that materially and adversely affects, or could reasonably be expected to affect materially and adversely the condition (financial or other), operating results or future prospects of Buyer, or the ability of Buyer to consummate the transactions it is required to consummate hereunder.
Material Adverse Effect on the Business means (1) any change, effect or circumstance that has had, has, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Transferred Assets, the Assumed Liabilities, or the condition (financial or otherwise), properties, assets, liabilities, operations or results of operations of the Business, or (2) any change, effect or circumstance that would prevent or materially impair any of the Transactions contemplated by this Agreement; provided, however, that in no event shall any of the following be taken into account in determining whether there has been or will be a Material Adverse Effect on the Business: (i) changes in, or conditions affecting, the economy in the United States generally or any other country or region in the world; (ii) changes in, or conditions affecting, the financial markets in the United States or any other country or region in the world; (iii) changes in, or conditions affecting, the industries in which the Business operates; (iv) acts of war, terrorism or other similar events; (v) natural disasters, including earthquakes, wild fires, floods, mud slides, tsunamis, storms and other similar force majeure events; (vi) changes in Laws or GAAP, or in the interpretation thereof (in the case of clauses (i), (ii), (iii), (iv), (v) and (vi), which do not disproportionately affect Seller or the Business relative to other participants in the industry of the Business); (vii) the impact of the entry into or announcement of this Agreement or the Merger Agreement or the pendency of the Transactions or the transactions contemplated by the Merger Agreement, including on relationships with third parties and employees; (viii) any failure of the Business to meet any projections, budgets or estimates of financial performance for any period ending on or after the date of this Agreement, provided, however, that any underlying cause of such failure may be taken into account in determining whether there has been or will be a Material Adverse Effect on the Business; (ix) any non-acceptance of Buyer’s employment offer by one or more Business Employees; and (x) any actions that are required to be taken by Seller pursuant to this Agreement or that are requested by Buyer, or any actions not taken by Seller at the request of Buyer or pursuant to this Agreement.
Material Adverse Effect on the Business means any material adverse change in, or material adverse effect on, the assets, liabilities, business or operations of the Transferred Assets or the Business taken as a whole. Seller is currently a debtor-in-possession in the Bankruptcy Case pursuant to the Bankruptcy Code, and retains full authority and power to operate its business and affairs pursuant to Sections 1107 and 1108 of the Bankruptcy Code, with no trustee, examiner, facilitator or other officer or agent with similar authority or powers to a trustee, examiner or facilitator having been appointed in such Bankruptcy Case.
Material Adverse Effect on the Business means a material adverse effect on the Assets (taken as a whole), the Assumed Liabilities and other Liabilities, operations, financial conditions or results of operations of the Business.
Material Adverse Effect on the Business means a material adverse effect on the business, properties, financial condition or results of operations of Keystone and the Keystone Subsidiaries, taken as a whole; provided, however, that events, facts or circumstances arising from the execution, delivery or performance of this Agreement, including the consummation of the transactions contemplated hereby, or the announcement thereof shall not be taken into account in determining whether there has been a Material Adverse Effect on the Business.