Purchase Agreement Material Adverse Effect definition
Purchase Agreement Material Adverse Effect has the meaning set forth in the Series 2011-1 Class A-2 Note Purchase Agreement.
Purchase Agreement Material Adverse Effect means any effect, change or set of facts that, individually or in the aggregate with other effects, changes or sets of facts, has had a material adverse effect on the business, properties, assets, liabilities, operations, condition (financial or otherwise) or results of operations of the Acquired Business, taken as a whole; provided, however, that any such effect, change or set of facts resulting or arising from any of the following matters will not be considered when determining whether a Purchase Agreement Material Adverse Effect has occurred: (i) any conditions in the United States general economy, the housing or mortgage market or the mortgage servicing industry; (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 Seller with its covenants and agreements contained in the Purchase Agreement; (v) the failure of the financial or operating performance of the Acquired Business, taken as a whole, to meet internal projections or budgets for any period prior to, on or after the date of the Purchase Agreement (but the underlying reason for any failure to meet such projections or budgets may be considered); (vi) any action taken or omitted to be taken by or at the written request or with the written consent of the Borrower and, to the extent such actions or omissions are materially adverse to the Arranger or the Lenders in their respective capacities as such, with the written consent of the Arranger; (vii) effects or conditions resulting from the announcement of the Purchase Agreement or the transactions contemplated hereby or the identity of the Borrower (including any employee departures); (viii) changes in any Laws or GAAP or any initiatives of Governmental Authorities (as defined in the Purchase Agreement); (ix) any increases or decreases in Servicing Advances or Indebtedness under the Existing Seller Facility Agreement (each as defined in the Purchase Agreement); (x) settlements or agreements entered into between one or more mortgage servicers, on the one hand, and Governmental Authorities (as defined in the Purchase Agreement), on the other; or (xi) any development related to litigation, regulatory matters or compliance with Law, Orders or Permits (each as defined in the Purchase Agreement) that is adverse to the Acquired Business (except for unforeseen regulatory action directed exclusively a...
Purchase Agreement Material Adverse Effect means any result, occurrence, fact, change, event or effect that has or could reasonably be expected to have a materially adverse effect on the business, assets, liabilities, capitalization, condition (financial or other) or results of operations of the Companies and the Acquired Business, taken as a whole, except (i) relating to general political, economic or financial conditions or the securities markets in North America or to any natural disaster or epidemic or any acts of terrorism, sabotage, military action or war (whether or not declared) or any escalation or worsening thereof; (ii) relating to conditions generally affecting the industry in which the Companies or the Acquired Business operate or the markets for any of the Companies’ or the Acquired Business’s products or services, (iii) relating to any failure by any Company or the Acquired Business to meet any forecasts, projections or earnings guidance or expectations provided or released by any Company or the Acquired Business, (iv) relating to changes in IFRS or GAAP, (v) resulting from (a) the announcement or pendency of the transactions contemplated by the Transaction Documents or other communication by the Acquiror or any of its Affiliates of its plans or other intentions with respect to the business of the Acquired Business, or (b) compliance with the terms of the Purchase Agreement; and (vi) relating to changes, after the date of the Purchase Agreement, in applicable Laws or the interpretation thereof, except, in the case of clauses (i), (ii), (iv), and (vi), to the extent specifically related to or disproportionately impacting the Companies or the Acquired Business. Defined terms used in this paragraph that are otherwise not defined herein have the meanings ascribed thereto in the Purchase Agreement.
Examples of Purchase Agreement Material Adverse Effect in a sentence
The Borrower and each Material Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite authority to conduct its business in each jurisdiction in which the failure so to qualify would have a Share Purchase Agreement Material Adverse Effect.
Since December 31, 2010, no facts, changes, events, developments or circumstances shall have occurred, arisen, come into existence or become known, which have had or would reasonably be expected to have, individually or in the aggregate, a Purchase Agreement Material Adverse Effect.
Waiver of the initial sales charge is conditioned on the receipt of notice before you contribute, indicating that your financial intermediary is waiving his or her commission.
Since the date of the Purchase Agreement, no Purchase Agreement Material Adverse Effect shall have occurred.
There shall not have occurred any circumstance, development, event, condition, effect or change since December 31, 2012 that, individually or in the aggregate has resulted in a Purchase Agreement Material Adverse Effect on the Target Business.
From the date hereof to the Closing Date, there shall not have occurred any Stock Purchase Agreement Material Adverse Effect.
Since December 31, 2011, except as disclosed in filings with the SEC prior to the date of this Agreement, there has been no Share Purchase Agreement Material Adverse Effect.
More Definitions of Purchase Agreement Material Adverse Effect
Purchase Agreement Material Adverse Effect means any effect, change or set of facts that, individually or in the aggregate with other effects, changes or sets of facts, has had a material adverse effect on the business, properties, assets, liabilities, operations, condition (financial or otherwise) or results of operations of the Acquired Business, taken as a whole; provided, however, that any such effect, change or set of facts resulting or arising from any of the following matters will not be considered when determining whether a Purchase Agreement Material Adverse Effect has occurred: (i) any conditions in the United States general economy, the housing or mortgage market or the mortgage servicing industry; (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 Seller with its covenants and agreements contained in the Purchase Agreement; (v) the failure of the financial or operating performance of the Acquired Business, taken as a whole, to meet internal projections or budgets for any period prior to, on or after the date of the Purchase Agreement (but the underlying reason for any failure to meet such projections or budgets may be considered); (vi) any action taken or omitted to be taken by or at the written request or with the written consent of the Borrower and, to the extent such actions or omissions are materially adverse to the Arranger or the Lenders in their respective capacities as such, with the written consent of the Arranger; (vii) effects or conditions resulting from the announcement of the Purchase Agreement or the transactions contemplated hereby or the identity of the Borrower (including any employee departures); (viii) changes in any Laws or GAAP or any initiatives of Governmental Authorities (as defined in the Purchase Agreement); (ix) any increases or decreases in Servicing Advances or Indebtedness under the Existing Seller Facility Agreement (each as defined in the Purchase Agreement); (x) settlements or agreements entered into between one or more mortgage servicers, on the one hand, and Governmental Authorities (as defined in the Purchase Agreement), on the other; or (xi) any development related to litigation, regulatory matters or compliance with Law, Orders or Permits (each as defined in the Purchase Agreement) that is adverse to the Acquired Business (except for unforeseen regulatory action directed exclusively a...