Seller Material Adverse Effect definition
Seller Material Adverse Effect means any event, change, fact, development, circumstance, condition or occurrence that, individually or in the aggregate with one or more other events, changes, facts, developments, circumstances, conditions or occurrences, would or would be reasonably likely to materially impair the ability of Seller or its Affiliates to perform any of its obligations or to consummate any of the transactions under the Transaction Documents or otherwise materially threaten or materially impede Seller’s or its Affiliates’ consummation or performance of the transactions or obligations under the Transaction Documents.
Seller Material Adverse Effect means a material adverse effect on the ability of Seller to perform its obligations under, and consummate the transactions contemplated by, this Agreement.
Seller Material Adverse Effect means a material adverse effect on the business, properties, assets, financial condition, or results of operations of Seller and its Subsidiaries, taken as a whole, including the prevention of the ability of Seller, the Seller General Partner (as defined below) or the Seller Partnership to consummate any of the Transactions (as defined below).
Examples of Seller Material Adverse Effect in a sentence
There is no order, judgment or decree of any Governmental Authority applicable to either of the Sellers or any of their Affiliates that, individually or in the aggregate, would reasonably be expected to have a Seller Material Adverse Effect.
More Definitions of Seller Material Adverse Effect
Seller Material Adverse Effect means any event, circumstance, change or effect that, individually or in the aggregate with all other events, circumstances, changes and effects (other than a state of facts existing on the date hereof which is in the Purchaser’s Knowledge), is materially adverse to (i) the business, financial condition, assets, liabilities or results of operations of the Companies, the Subsidiaries and the Group Companies taken as a whole or (ii) the ability of the Seller to timely consummate the transactions contemplated by this Agreement and the Ancillary Agreements; provided, however, that in no event shall any of the following, alone or in combination be deemed to constitute, nor shall any event, circumstance, change or effect relating to any of the following be taken into account in determining whether there has been a Seller Material Adverse Effect: (A) adverse changes in general economic conditions or changes in securities markets in general, (B) general changes in the industries in which the Seller, the Companies, the Subsidiaries and the Group Companies operate, except those events, circumstances, changes or effects that have had a disproportionate effect on the Seller, the Companies, the Subsidiaries and the Group Companies compared to other entities operating in such industries, (C) any adverse effect resulting from any change in GAAP or any applicable Law or agency requirements of any Governmental Authority, or regulatory requirements, in each case, proposed, adopted or enacted after the date hereof, or the interpretation or enforcement thereof, except for any such change that has had a disproportionate effect on the Seller, the Companies, the Subsidiaries and the Group Companies compared to other entities operating in such industries, (D) any changes in the price or trading volume of the Seller ADSs on NASDAQ National Market (but excluding any fact, change, effect, event or occurrence that caused or contributed to such change in market price or trading volume), (E) the public announcement or pendency of the transactions contemplated hereby, (F) the failure of the Seller to meet internal or analysts’ expectations or projections with respect to its business, (G) the outbreak or escalation of hostilities involving the United States or the PRC, the declaration by the United States or the PRC of war or the occurrence of any natural disasters and acts of terrorism or (H) (i) losses of employees (other than in the circumstances specified in Section 6.02(g)) or (ii) ...
Seller Material Adverse Effect means a Material Adverse Effect with respect to Seller.
Seller Material Adverse Effect means an event, circumstance, development, change or effect that, individually or in the aggregate, (i) is reasonably likely to materially impair or delay the ability of the Seller or the Company to perform their obligations under this Agreement and to consummate the transactions contemplated hereby or (ii) has had or is reasonably likely to have a material adverse effect on the business, assets, liabilities, condition (financial or otherwise) or results of operations of the Acquired Entities, taken as a whole; provided, however, that, in each case, no event, circumstance, development, change or effect resulting from any of the following shall be deemed to constitute, or shall be taken into account in determining whether there has been or would reasonably be expected to be, a Seller Material Adverse Effect: (A) changes in global or national economic conditions, including changes in prevailing interest rates, credit markets, currency exchange rates, market conditions or the price of commodities or raw materials used by the Acquired Entities, including hydrocarbon prices, (B) changes or trends in the industry in which the Acquired Entities or any of their customers operate (including the demand for, and availability and pricing of, raw materials, oil, natural gas and other commodities, and the marketing and transportation thereof) or in which the services of the Acquired Entities are used, (C) changes in global or national political conditions, including the outbreak, continuation or escalation of war (whether or not declared), hostilities, military conflict or acts of terrorism, (D) earthquakes, hurricanes, tsunamis, typhoons, lightning, hailstorms, blizzards, tornadoes, droughts, floods, cyclones, arctic frosts, mudslides, wildfires and other natural disasters, weather conditions and similar force majeure events, (E) changes (or proposed changes) in applicable Law or the interpretation, enforcement or implementation thereof or changes (or proposed changes) in GAAP or international financial reporting standards, or the interpretation thereof, (F) any failure by the Acquired Entities to meet any internal or third-party projections or forecasts or estimates of revenue, earnings or other performance measures or operating statistics for any period (provided, however, that this clause (F) shall not operate to exclude from the definition of “Seller Material Adverse Effect” any set of facts or circumstances that cause or result in any such failure unless otherwise...
Seller Material Adverse Effect means any effect, development, occurrence, state of facts, circumstance or change that, individually or in the aggregate, is or would reasonably be expected to be materially adverse to the business, assets, results of operations or financial condition of the Business, taken as a whole; provided that none of the following shall be deemed (either alone or in combination) to constitute, and none of the following shall be taken into account in determining whether there has been or would reasonably be expected to be, a Seller Material Adverse Effect: (a) the failure of the Business to meet projections or forecasts (for the avoidance of doubt, any underlying cause for any such failure shall not be excluded by this clause (a)); or (b) any adverse effect or change arising from or relating to (i) the economy in general, or the securities, syndicated loan, credit or financial markets, (ii) the economic, business, financial or regulatory environment (including changes with respect to pricing or reimbursement by any insurance provider or other commercial entity or any governmental payor whether stemming from United States healthcare reform initiatives or otherwise), in each case, generally affecting the industries or any geographic markets in which the Business operates, (iii) an act of terrorism or an outbreak or escalation of hostilities or war (whether declared or not declared) or any natural disasters or any national or international calamity or crisis, (iv) an Excluded Asset or Excluded Liability (except to the extent such Excluded Asset or Excluded Liability affects the business, assets, results of operations or financial condition of the Business), (v) changes or proposed changes after the date hereof in applicable Law or GAAP (or the applicable accounting standards in any jurisdiction outside of the United States) or the enforcement thereof, (vi) the announcement of the Transactions, including any litigation, any reduction in revenues or income, any loss of employees or customers, any cancellation of or delay in customer orders, any disruption in supplier, distributor or similar relationships, in each case, to the extent resulting from the announcement of the Transactions or any action taken pursuant to Section 6.05(f) (provided, that the exception set forth in this clause (vi) shall not apply in connection with any representation or warranty set forth herein expressly addressing the execution, announcement, pendency or consummation of this Agreement, or the t...
Seller Material Adverse Effect has the meaning set forth in Section 3.1.
Seller Material Adverse Effect means any change, effect, event, occurrence, state of facts or development which individually or in the aggregate has resulted or would reasonably be expected to result in any change or effect, that is materially adverse to the business, operations, properties, financial condition or results of operations of the Business, taken as a whole, or otherwise materially adversely affect the ability of Seller to consummate the transactions contemplated hereby; provided, however, that none of the following shall be deemed, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a Seller Material Adverse Effect: (a) the execution, delivery or announcement of this Agreement, (b) any change, effect, event, occurrence, state of facts or development (i) in the United States or foreign financial or securities markets or the United States or foreign economy in general or in the industries in which the Business operate in general, (ii) in applicable Laws or accounting rules, or (iii) arising in connection with earthquakes, epidemics, pandemics, hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such hostilities, acts of war, sabotage or terrorism or military actions existing or underway as of the Closing Date, in the cases of (i) and (iii), solely to the extent the Business is not disproportionately affected as compared to other businesses in the industries and in the geographic locations in which the Business operates; (c) any failure, in and of itself, by the Business to meet any internal or published projections, forecasts or revenue or earnings predictions; (d) the effect of any action taken by Buyer or its Affiliates with respect to the transactions contemplated hereby or with respect to the Purchased Assets; or (e) any matter described in the Seller Disclosure Schedule.
Seller Material Adverse Effect means, with respect to any Seller, the occurrence of any of the following events, circumstances, occurrences, or conditions: