MNAC Material Adverse Effect definition

MNAC Material Adverse Effect means an effect that is materially adverse to (i) the business of MNAC and the MNAC Subsidiaries, considered as a whole, (ii) MNAC's ability to perform any of its material obligations under this Agreement or to consummate the Merger, or (iii) the ability of the Surviving Corporation to conduct the business of the Surviving Corporation following the Effective Time, except in each case for (x) any occurrence or condition affecting MNAC's or the Surviving Corporation's industry generally, or (y) any changes in general economic, regulatory or political conditions. The jurisdictions in which MNAC and each MNAC Subsidiary are incorporated are listed in the MNAC Disclosure Schedule. MNAC has heretofore delivered or made available to CorVu or its advisers complete and accurate copies of the Articles of Incorporation, Bylaws and other governing instruments of MNAC and each MNAC Subsidiary, as currently in effect, and of the organizational documents and agreements defining the rights of MNAC or any MNAC Subsidiary with respect to any material joint ventures, partnerships or other business in which MNAC owns a less-than-100% interest. Neither MNAC nor any MNAC Subsidiary, directly or indirectly, owns or controls or has any equity, partnership, or other ownership interest in any corporation, partnership, joint venture, or other business association or entity that is material to MNAC and its Subsidiaries, considered as a whole.
View Source

Examples of MNAC Material Adverse Effect in a sentence

  • MNAC and each MNAC Subsidiary owns, free and clear of any Lien (as defined in Section 3.3), other than Liens granted in connection with MNAC's credit facility and Liens that would not be reasonably expected to have a MNAC Material Adverse Effect, or is licensed to use, all patents, trademarks, trade names, service marks, copyrights, applications for or registrations of any of the foregoing comprising MNAC Intellectual Property.

  • To MNAC's knowledge, no tax audits are pending against and no claims for taxes have been received in writing by MNAC or any MNAC Subsidiary, other than audits and claims that, individually and in the aggregate, are not reasonably expected to have a MNAC Material Adverse Effect.

  • There are no claims, actions, suits, proceedings or, to the knowledge of MNAC, investigations or reviews of any kind, pending or, to the knowledge of MNAC, threatened in writing, against MNAC or any MNAC Subsidiary or any asset or property of MNAC or any MNAC Subsidiary, except for such claims, actions, suits, proceedings, investigations or reviews that would not, individually or in the aggregate, reasonably be expected to have a MNAC Material Adverse Effect.

  • Neither MNAC nor any MNAC Subsidiary is in material violation of or in default under any contract, plan, agreement, understanding, arrangement or obligation that is material to MNAC and the MNAC Subsidiaries considered as a whole, except for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to have a MNAC Material Adverse Effect.

  • Except as would not, individually or in the aggregate, reasonably be expected to have a MNAC Material Adverse Effect, (i) all MNAC Intellectual Property listed in the MNAC Disclosure Schedule has the status indicated therein and, unless provided otherwise, all applications are still pending in good standing and have not been abandoned, and (ii) to the knowledge of MNAC, the MNAC Intellectual Property is valid and has not been challenged in any judicial or administrative proceeding.

  • No claim has been asserted or, to the knowledge of MNAC, threatened in writing by any person, with respect to the use of MNAC Intellectual Property or challenging or questioning the validity or effectiveness of any license or agreement with respect thereto, except for such claims that, individually or in the aggregate, would not reasonably be expected to have a MNAC Material Adverse Effect.

  • To the knowledge of MNAC, no person or entity nor such person's or entity's business or products has infringed, or misappropriated any MNAC Intellectual Property, or currently is infringing, or misappropriating any MNAC Intellectual Property, except as would not, individually or in the aggregate, reasonably be expected to have a MNAC Material Adverse Effect.

  • To the knowledge of MNAC, neither the use of MNAC Intellectual Property by MNAC or any MNAC Subsidiary in the present conduct of its business nor any product or service of MNAC or any Subsidiary infringes on the valid intellectual property rights of any person in a manner that, individually or in the aggregate, would reasonably be expected to have a MNAC Material Adverse Effect.

  • MNAC and each MNAC Subsidiary is duly qualified and in good standing to do business in each jurisdiction in which the property owned, leased, or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a MNAC Material Adverse Effect (as defined below).

  • Each such Pension Plan presently maintained by MNAC or any MNAC Subsidiary is, in all material respects, in compliance with applicable provisions of ERISA, the Code, and other applicable law and MNAC or such MNAC Subsidiary has performed all of its obligations under such Pension Plan except for such obligations that would not, individually or in the aggregate, reasonably be expected to have a MNAC Material Adverse Effect.