Materially Adversely Affect definition

Materially Adversely Affect means any event or change which has a material adverse effect on (a) the properties, business, prospects, operations, earnings, assets, liabilities or the condition (financial or otherwise) of a party taken as a whole, whether or not in the ordinary course of business, (b) the ability of a party to perform its obligations under this Agreement or (c) the validity or enforceability of this Agreement.
Sample 1Sample 2
Materially Adversely Affect. (hereinafter defined as delaying Buyer's development of the Property beyond ninety (90) days or prohibiting Buyer's intended development of the Property) or (iii) "Materially Increase" (hereinafter defined as more than one million dollars ($1,000,000.00) of actual, expected, out-of-pocket costs not including carrying costs on the Purchase Price) the cost of Buyer's intended development of the Property, and there has been no breach of the terms of this Contract by Buyer, Buyer may, within ten (10) days of notice of such change in circumstances, either (i) terminate this Contract by delivery of written notice to the Association, in which event (x) if the Deposit is still being held by Escrow Agent, the Deposit shall be returned to Buyer, or (y) if the Deposit and the Purchase Price Advance have been released to Seller, the Deposit shall be retained by Seller and the Purchase Price Advance shall be returned to Buyer, and the parties shall have no further rights or obligations under this Contract, except for Buyer's Study Period Obligations, or (ii) proceed to closing hereunder. Notwithstanding the foregoing, in the event that the representation or warranty of Seller was either (a) not true in a material respect at the time of execution of this Contract as a result of an intentional misrepresentation not involving any matters of record or which were discovered by Buyer during the Study Period, or (b) was true at the time of execution of this Contract but was not true in a material respect at the time of closing as a result of a material default or breach by Seller (rather than as a result of a change in circumstances or the occurrence of events which is beyond the reasonable control of Seller) and such breach (whether under both (a) and (b) above) has thereafter resulted in the title to the Property becoming unmarketable or uninsurable under a standard ALTA owner's or lender's title insurance policy or that would Materially Adversely Affect or Materially Increase the cost of Buyer's intended development of the Property, then in addition to the right of Buyer to elect either of the options set forth in clauses (i) or (ii) above, Buyer shall also be entitled to a return of the Deposit if it was previously released to Seller and to recover from Seller all actual monetary damages which may be available at law as a result of the breach including (without limitation) reimbursement of out-of-pocket costs and expenses incurred by Buyer in connection with this transact...
Sample 1
Materially Adversely Affect means with respect to the treatment of or Distribution on account of Class 2 Claims of members of, or funds or accounts advised or managed by members of, the Ad Hoc Committee of 8 7/8% Noteholders, a change which has a material adverse effect and shall include, without limitation, a reduction of more than one cent per dollar of the amount of the Distributions on account of such Class 2 Claims, but shall not include, without limitation, any reduction in Distribution of less than or equal to one cent per dollar on account of such Class 2 Claims.
Sample 1

Examples of Materially Adversely Affect in a sentence

  • To Meridian's knowledge, Meridian has obtained all Private Authorizations (other than those with respect to the New Sites) with respect to the ownership or operation of the Meridian Assets or the conduct of the Meridian Business as currently conducted which, if not obtained and maintained, could, individually or in the aggregate, Materially Adversely Affect Meridian.

  • A finding that the Issuer, Funding 1 or the Receivables Trustee should have registered under the Investment Company Act could Materially Adversely Affect such entity Neither the Issuer, Funding 1 nor the Receivables Trustee has registered with the SEC as an investment company pursuant to the Investment Company Act.

  • The individual materiality exceptions and qualifications contained herein or in the Seller Disclosure Schedules do not in the aggregate, in the reasonable business judgment of Seller, prevent the Seller Business from operating in the ordinary course or, in the aggregate, Materially Adversely Affect the value of Seller Assets or the Seller Business in the hands of ATS.

  • The Company promptly (and, in any event, not later than the date of release of such information to the public generally) shall notify the Purchasers of any litigation or governmental proceeding or investigation pending (or, to the best knowledge of the Company, threatened) against the Company or against any officer, director, key employee, or principal stockholder of the Company, that has had or may have a Materially Adversely Affect.

  • There is no Event known to EZ which Materially Adversely Affects, or (so far as any EZ Party can now reasonably foresee) is likely to Materially Adversely Affect, EZ, except to the extent specifically described in Section 4.3 of the EZ Disclosure Schedule.

  • The Evergreen Private Authorizations are all Private Authorizations that are necessary for the ownership and operation by Evergreen of the Evergreen Assets and the Evergreen Stations and the conduct of business thereof as now conducted or as presently proposed to be conducted or which, if not obtained and maintained, could, individually or in the aggregate, Materially Adversely Affect Evergreen.

  • There is no Event known to Evergreen which Materially Adversely Affects, or (so far as any Evergreen Party can now reasonably foresee) is likely to Materially Adversely Affect, Evergreen, except to the extent specifically described in Section 3.3 of the Evergreen Disclosure Schedule.

  • The EZ Private Authorizations are all Private Authorizations that are necessary for the ownership and operation by EZ of the EZ Assets and the EZ Stations and the conduct of business thereof as now conducted or as presently proposed to be conducted or which, if not obtained and maintained, could, individually or in the aggregate, Materially Adversely Affect EZ.

  • The percentage of employment that was created by tourism is determined as 7.81% in 2014 in all employment (AKTOP).

  • Risks Associated with Our Distribution Channels May Materially Adversely Affect Our Financial Results.


More Definitions of Materially Adversely Affect

Materially Adversely Affect has a corresponding meaning.
Sample 1
Materially Adversely Affect shall have a correlative meaning.
Sample 1
Materially Adversely Affect or related terms means an effect that results in or causes, or has a reasonable likelihood of resulting in or causing, a Material Adverse Change.
Sample 1

Related to Materially Adversely Affect

  • Materially Adverse Effect means (a) any material adverse effect upon the business, assets, liabilities, financial condition or results of operations of the Borrower and its Subsidiaries, taken as a whole, or (b) a material adverse effect upon any material rights or benefits of the Lenders or the Administrative Agent under the Loan Documents.

  • materially shall, when used in this Agreement, be construed, measured or assessed on the basis of whether the matter would materially affect a party and its subsidiaries, taken as a whole; and

  • Material Adverse Effect shall have the meaning assigned to such term in Section 3.1(b).

  • Material Adverse with respect to any change or effect, a material adverse change in, or effect on, as the case may be, (i) the financial condition, operations, business, or Property of the Borrower and the Subsidiaries taken as a whole, (ii) the ability of the Borrower to perform its obligations under the Loan Documents, or (iii) the ability of the Administrative Agent, the Issuer or any Lender to enforce the Loan Documents.

  • Materially Impair means any amendment to the terms of the Award that materially adversely affects the Participant’s rights under the Award. A Participant’s rights under an Award will not be deemed to have been Materially Impaired by any such amendment if the Board, in its sole discretion, determines that the amendment, taken as a whole, does not materially impair the Participant’s rights. For example, the following types of amendments to the terms of an Award do not Materially Impair the Participant’s rights under the Award: (i) imposition of reasonable restrictions on the minimum number of shares subject to an Option that may be exercised, (ii) to maintain the qualified status of the Award as an Incentive Stock Option under Section 422 of the Code; (iii) to change the terms of an Incentive Stock Option in a manner that disqualifies, impairs or otherwise affects the qualified status of the Award as an Incentive Stock Option under Section 422 of the Code; (iv) to clarify the manner of exemption from, or to bring the Award into compliance with or qualify it for an exemption from, Section 409A; or (v) to comply with other Applicable Laws.

  • Business Material Adverse Effect means a material adverse effect on the Company, condition (financial or otherwise), properties, prospects, operations or results of operation of the Business or the ability of the Company, SBEEG or the Manager to perform its obligations as contemplated in this Agreement or any Related Agreement.

  • Material Adverse Change (or Effect) means a change (or effect), in the condition (financial or otherwise), properties, assets, liabilities, rights, obligations, operations, business or prospects which change (or effect) individually or in the aggregate, is materially adverse to such condition, properties, assets, liabilities, rights, obligations, operations, business or prospects.

  • SPAC Material Adverse Effect means any Effect that, individually or in the aggregate with all other Effects, is or would reasonably be expected to (a) have a material adverse effect on the business, condition (financial or otherwise), assets, liabilities or operations of the SPAC; or (b) prevent, materially delay or materially impede the performance by the SPAC or Merger Sub of their respective obligations under this Agreement or the consummation of the Merger or any of the other Transactions; provided, however, that none of the following shall be deemed to constitute, alone or in combination, or be taken into account in the determination of whether, there has been or will be a SPAC Material Adverse Effect: (i) any change or proposed change in or change in the interpretation of any Law (including any COVID-19 Measures) or GAAP; (ii) events or conditions generally affecting the industries or geographic areas in which the SPAC operates; (iii) any downturn in general economic conditions, including changes in the credit, debt, securities, financial or capital markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets); (iv) acts of war, sabotage, civil unrest, terrorism, epidemics, pandemics or disease outbreaks (including COVID-19) or any escalation or worsening of any such acts of war, sabotage, civil unrest, terrorism, epidemics, pandemics or disease outbreaks, or changes in global, national, regional, state or local political or social conditions; (v) any hurricane, tornado, flood, earthquake, natural disaster, or other acts of God; (vi) any actions taken or not taken by the SPAC as required by this Agreement or any Ancillary Agreement; (vii) any Effect attributable to the announcement or execution, pendency, negotiation or consummation of the Merger or any of the other Transactions (including any redemptions by any stockholders of the SPAC); or (viii) any actions or failures to take action, in each case, which the Company has requested or to which it has consented or which actions are contemplated by this Agreement, except in the cases of the foregoing clauses (i) through (iii), to the extent that the SPAC is materially and disproportionately affected thereby as compared with other participants in the industries in which the SPAC operates.

  • Material Adverse Change means any material adverse change in the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower or the Borrower and its Subsidiaries taken as a whole.

  • Target Material Adverse Effect means any change, effect, event or occurrence that (A) has a material adverse effect on the business, assets, liabilities, financial condition or results of operations of the Target and its subsidiaries taken as a whole or (B) prevents or materially delays the Target from performing its obligations under the Acquisition Agreement in any material respect; provided, however, that no change, effect, event or occurrence to the extent arising or resulting from any of the following, either alone or in combination, shall constitute or be taken into account in determining whether there has been a Target Material Adverse Effect: (i) (A) general economic, financial, political, capital market, credit market, or financial market conditions or (B) general conditions affecting any of the industries in which the Target and its subsidiaries operate; (ii) Changes in Law or changes in GAAP or accounting standards, in either case, occurring after April 26, 2011; (iii) any natural disasters, pandemics or acts of war (whether or not declared), sabotage or terrorism, or an escalation or worsening thereof; (iv) the entry into, announcement or performance of the Acquisition Agreement and the transactions contemplated hereby, including compliance with the covenants set forth herein (other than Section 5.1(a) of the Acquisition Agreement), and the impact thereof on relationships, contractual or otherwise, with customers, suppliers, distributors, partners, employees or regulators, or any shareholder litigation arising from allegations of breach of fiduciary duty relating to the Acquisition Agreement or the transactions contemplated by the Acquisition Agreement, except that this clause (iv) shall not apply with respect to the representations and warranties contained in Section 3.4 of the Acquisition Agreement (v) any changes in the price or trading volume of the Common Stock (as defined in the Acquisition Agreement) (provided that the underlying change, effect, event or occurrence that caused or contributed to such change in market price or trading volume shall not be excluded); (vi) any failure by the Target to meet projections or forecasts (provided that the underlying change, effect, event or occurrence that caused or contributed to such failure to meet projections or forecasts shall not be excluded); and (vii) any change or prospective change in the Target’s credit rating (provided that the underlying change, effect, event or occurrence that caused or contributed to such change or prospective change in the Target’s credit rating shall not be excluded); provided, further, however, that the change, effect, event or occurrence referred to in the preceding clauses (i), (ii) and (iii) shall be excluded pursuant to such clause only to the extent such change, effect, event or occurrence does not adversely affect the Target and its subsidiaries, taken as a whole, disproportionately to other companies operating in the industries in which the Target and its subsidiaries compete (in which case the incremental disproportionate impact or impacts may be taken into account in determining whether there has been, or is reasonably likely to be, a Target Material Adverse Effect).

  • Company Material Adverse Effect means a material adverse effect on the assets, business, condition (financial or otherwise), results of operations or future prospects of the Company.

  • Company Material Adverse Change means a change (or circumstance involving a prospective change) in the business, operations, assets, liabilities, results of operations, cash flows, condition (financial or otherwise) or prospects of the Company which is materially adverse.

  • Seller Material Adverse Effect means any event, change or effect that would reasonably be expected to prevent or materially delay the consummation by the applicable Seller of the Contemplated Transactions.

  • Material Adverse Event means an occurrence having a consequence that either (a) is materially adverse as to the business, properties, prospects or financial condition of the Company taken as a whole or (b) is reasonably foreseeable, has a reasonable likelihood of occurring and, if it were to occur, would materially adversely affect the business, properties, prospects or financial condition of the Company taken as a whole.

  • Parent Material Adverse Effect means any change, event, development, condition, occurrence or effect that prevents, or materially delays, the ability of Parent to consummate the transactions contemplated by this Agreement.

  • Investor Material Adverse Effect means, with respect to a particular Investor, any fact, event, circumstance, change, occurrence, effect or condition which has had or would reasonably be expected to have, individually or in the aggregate with all other facts, events, circumstances, changes, occurrences, effects or conditions, a material adverse effect on the ability of such Investor to consummate the transactions contemplated by this Agreement.

  • Buyer Material Adverse Effect means any material adverse change, event, circumstance or development with respect to, or any material adverse effect on, (a) the business, financial condition or results of operations of the Buyer and its Subsidiaries, taken as a whole, or (b) the ability of the Buyer or the Transitory Subsidiary to consummate the transactions contemplated by this Agreement.

  • Partnership Material Adverse Effect means any change, circumstance, effect or condition that is, or could reasonably be expected to be, materially adverse to the business, financial condition, assets, liabilities or results of operations of the Partnership Group, taken as a whole.

  • Purchaser Material Adverse Effect means any material and adverse effect on (i) the ability of a Purchaser to meet its obligations under the Basic Documents on a timely basis or (ii) the ability of a Purchaser to consummate the transactions under any Basic Document.

  • Acquiror Material Adverse Effect means, any change, event, circumstance, occurrence, effect, development or state of facts that, individually or in the aggregate, with any other change, event, circumstance, occurrence, effect, development or state of facts has had or would reasonably be expected to prevent or materially delay or materially impact the ability of Acquiror and the Sponsor to consummate the Transactions. Notwithstanding the foregoing, the amount of the Acquiror Stockholder Redemptions or the failure to obtain the Acquiror Stockholder Approval shall not be deemed to be an Acquiror Material Adverse Effect.

  • Property Material Adverse Effect shall have the meaning assigned thereto in the Mortgage.

  • Material Adverse Effect on the Company means a material adverse effect on the financial condition, operations or business of the Company and its subsidiaries, taken as a whole, or the ability of the Company to enter into and consummate the transactions contemplated by this Agreement in accordance with its terms.

  • Impact means any effect caused by a proposed activity on the environment including human health and safety, flora, fauna, soil, air, water, climate, landscape and historical monuments or other physical structures or the interaction among these factors; it also includes effects on cultural heritage or socio-economic conditions resulting from alterations to those factors;

  • Unreasonable adverse effects on the environment means any unreasonable risk to humans or the environment, taking into account the economic, social, and environmental costs and benefits of the use of any pesticide.

  • Subscriber Material Adverse Effect means an event, change, development, occurrence, condition or effect with respect to Subscriber that would reasonably be expected to have a material adverse effect on Subscriber’s ability to consummate the transactions contemplated hereby, including the purchase of the Subscribed Shares.

  • Serious Adverse Event means any adverse event that led to any of the following: