Seller MAE definition

Seller MAE means, with respect to a Seller, any Effect that, individually or in the aggregate with other Effects, would reasonably be expected to have a material adverse effect on its obligations under this Agreement or the Ancillary Agreements to consummate the Closing.

Seller MAE means a single event, occurrence or fact that, together with all other events, occurrences and facts, would have, or would reasonably be expected to have, (x) a material adverse effect on the condition, business, or operations of the Assets considered as a whole or (y) a material adverse effect on the ability of the Buyer to operate the Business after the Closing Date.

Seller MAE means any event, effect, circumstance, change, occurrence, fact or development that is materially adverse to the business or financial condition of the GA Business or the consummation of the transactions contemplated by this Agreement, in each case taken as a whole; provided, however, that the foregoing will not include any event, effect, circumstance, change, occurrence, fact or development resulting from or relating to (i) general business or economic conditions, (ii) national or international political or social conditions, including the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the United States or any of its territories, possessions or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States, (iii) financial, banking or securities markets in general, including any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates; (iv) any action required or permitted by this Agreement or any action taken (or omitted to be taken) with the written consent of or at the written request of Purchaser; (v) any matter of which Purchaser is aware on the date hereof; (vii) the announcement, pendency or completion of the transactions contemplated by this Agreement, including losses or threatened losses of employees, customers, suppliers, distributors or others having relationships with the Company; (ix) any failure by the Company to meet any internal or published projections, forecasts or revenue or earnings predictions; (x) any epidemics, pandemics, disease outbreaks, public health emergencies, or other force majeure events, or (xi) the price or value of Bitcoin.

Examples of Seller MAE in a sentence

• Seller is in compliance with all applicable laws, judgments, orders, rules and regulations, domestic and foreign, except where failure to be in such compliance would not have a Seller MAE.

• There are no material liabilities of any of the parties to any of the contracts between Seller and third parties arising from any breach of or default in any provision thereof, other than such breaches that, individually or in the aggregate, could not reasonably be expected to have a Seller MAE, or that would permit the acceleration of any obligation of any party thereto or the creation of a lien or encumbrance upon any asset of Seller.

• Except as disclosed in Schedule 2.2(g), there are no claims, actions, suits, investigations, inquiries or proceedings, pending or, to the knowledge of Seller, threatened against Seller any of their respective properties at law or in equity, wherever located (i) that exist today or (ii) that would otherwise, if adversely determined, have a Seller MAE.

• The Seller is duly qualified or licensed to transact business as a foreign corporation and is in good standing in all jurisdictions in which the Seller, the character of the Assets or the nature of the Business currently conducted by it requires it so to be qualified or licensed except where the failure to be so qualified or licensed would not reasonably be expected to result in a Seller MAE.

• Seller hold all required, necessary or applicable permits, licenses, variances, exemptions, orders, franchises and approvals of all Governmental Entities, except where the failure to so hold could not reasonably be expected to have a Seller MAE (the "Seller Permits").

More Definitions of Seller MAE

Seller MAE means a material adverse effect on the business, assets, properties, liabilities, financial condition or results of operations of WPG, General Partner II, General Partner III, Seller and their respective Affiliates, taken as a whole.

Seller MAE means a single event, occurrence or fact that, together with all other events, occurrences and facts that (i) has had or will have (x) a material adverse effect on the Business or Purchased Assets or (y) a material adverse effect on the ability of the Buyer to operate the Business after the date of Closing, (ii) would create an Encumbrance on any of the Purchased Assets except for a Permitted Encumbrance, (iii) results in a loss or damage to the Purchased Assets (whether or not covered by insurance) in an amount in excess of $10,000.00 or (iv) may constitute a criminal violation of law involving a felony.

Seller MAE means an effect materially and adversely affecting the ability of Seller to conduct the critical aspects of the Business substantially as conducted on the date hereof.

Seller MAE means any event, circumstance, fact, change, development, condition, or effect that, either individually or in the aggregate, has had or could reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Property or Seller. For purposes of this definition, a “material adverse effect” means any loss, damage or liability equal to or in excess of the MAE Threshold. 719028938

Seller MAE means a single event, occurrence or fact that, together with all other events, occurrences and facts that (i) would have, or might reasonably be expected to have, (x) a material adverse effect on the condition, business, prospects or operations of the Rigs, taken as a whole, or (y) a material adverse effect on the ability of the Buyer to operate the Rigs, taken as a whole, after the date of Closing, (ii) would create an Encumbrance on any of the Purchased Assets except for a Permitted Encumbrance or Permitted Real Property Encumbrance, (iii) results in a loss or damage to the Rigs (whether or not covered by insurance) in an amount in excess of $500,000 or (iv) would constitute a criminal violation of law by Seller involving a felony; provided however, that market fluctuations in the price of crude oil or natural gas, day rates or other industry-wide market fluctuations shall not constitute a Seller MAE.

Seller MAE means a single event, occurrence or fact that, together with all other events, occurrences and facts that (i) would have, or might reasonably be expected to have, (A) a material adverse effect on the condition, business, prospects or operations of the Purchased Assets (other than events or conditions generally affecting the construction attachment industry or economy as a whole) or (B) a material adverse effect on the ability of the Business to be operated as of the Closing Date; (ii) would create an Encumbrance on any of the Purchased Assets except for a Permitted Encumbrance; (iii) results in a loss or damage to the Purchased Assets (whether or not covered by insurance) in an amount in excess of (A) Fifty Thousand Dollars and No/100 ($50,000) if not covered by insurance or (B) One Hundred Thousand Dollars and No/100 ($100,000) if covered by insurance; or (iv) may constitute a criminal violation of law involving a felony.

Seller MAE means a single event, occurrence or fact that together with all other events, occurrences and facts (i) has had or will have (x) a material adverse effect on the Business or Purchased Assets or (y) a material adverse effect on the ability of the Buyer to operate the Business after the date of Closing, (ii) would create an Encumbrance on any of the Purchased Assets, (iii) results in a loss or damage to the Purchased Assets (whether or not covered by insurance) in an amount in excess of $10,000.00 or (iv) may constitute a criminal violation of law involving a felony.