Seller Material Adverse Effect definition

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 analystsexpectations 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 an event, change or occurrence which, individually or together with any other event, change or occurrence, has a material adverse effect on (i) the financial position, property, business, assets or results of operations of Seller and its Subsidiaries, taken as a whole, or (ii) the ability of Seller to perform its obligations under this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement, provided, that “Seller Material Adverse Effect” shall not be deemed to include the effects of (A) changes in banking and other Laws of general applicability or interpretations thereof by Governmental Authorities, (B) changes in GAAP or regulatory accounting principles generally applicable to banks and their holding companies, or (C) actions and omissions of Seller (or any of its Subsidiaries) taken with the prior written Consent of Buyer in contemplation of the transactions contemplated hereby, or (D) the direct effects negotiating, entering into and compliance with this Agreement on the operating performance of Seller, including specifically Seller’s costs and expenses associated therewith, including, but not limited to, accounting, financial advisor, and legal fees.
Seller Material Adverse Effect means any change, event, effect, occurrence or circumstance that, individually or in the aggregate, has had or would reasonable be expected to have a material adverse effect on (a) the Business or the Transferred Assets, taken as whole; provided, however, that none of the following, individually or in combination, shall be deemed to constitute, or shall be taken into account in determining whether there has been, a Seller Material Adverse Effect: (i) the failure of the Seller or the Business to meet historic, budgeted or forecasted revenue levels, earnings or other financial metrics or any estimates of such metrics (provided that the facts and circumstances giving rise to such failure may be deemed to constitute, and may be taken into account in determining whether there has been, a Seller Material Adverse Effect), (ii) changes in general local, domestic, foreign, or international economic, financial, regulatory or political conditions (provided that such changes do not disproportionately and adversely affect the Business relative to other businesses in the industry in which the Business is operating), (iii) changes generally affecting the industries or markets in which the Seller operates or conducts the Business (provided that such changes do not disproportionately and adversely affect the Business relative to other businesses in the industry in which the Business is operating), (iv) changes arising out of weather conditions or other force majeure events (provided that such changes do not disproportionately and adversely affect the Business relative to other businesses in the industry in which the Business is operating), (v) changes in applicable Laws or accounting rules or principals, including changes in the Accounting Principles (provided that such changes do not disproportionately and adversely affect the Business relative to other businesses in the industry in which the Business is operating), (vi) changes resulting from the announcement or pendency of this Agreement, or (vii) the taking of or failure to take any action expressly required to be taken or not taken by this Agreement; or (b) the ability of the Seller to consummate the transactions contemplated by, or to perform any of its obligations under, the Transaction Documents.

Examples of Seller Material Adverse Effect in a sentence

  • Any disclosure omitted due to the nonconformity of the Financial Statements to GAAP, or to the absence of footnotes in the Financial Statements, does not either individually or in the aggregate have a Seller Material Adverse Effect.

  • There is no fact within the knowledge of Seller that has not been disclosed herein to Buyer and which could have a Seller Material Adverse Effect.


More Definitions of Seller Material Adverse Effect

Seller Material Adverse Effect means any change, inaccuracy, effect, event, result, occurrence, condition or fact (for the purposes of this definition, each, an “event”) (whether foreseeable or not, whether in the ordinary course of business or not, and whether covered by insurance or not) that has had or would reasonably be expected to have, individually or in the aggregate with any other event or events, a material adverse effect on (a) Seller’s ability to consummate the transactions contemplated by, or to perform its obligations under, this Agreement and the Operative Documents to which it is or will be, as applicable, a party or (b) the value of the Assets, taken as a whole; provided, however, that, for purposes of clause (b) hereof, a Seller Material Adverse Effect shall not include such material adverse effects resulting from (i) general changes in Hydrocarbon prices, (ii) general changes in industry, economic, financial or political conditions or markets, (iii) changes in conditions or developments generally applicable to the oil and gas industry in any area or areas where the Assets are located, (iv) acts of God, including storms, tornados and other natural disasters, (v) civil unrest or similar disorder, terrorist acts, any outbreak of hostilities of war and (vi) changes or proposed changes in Law after the Effective Time; provided further, however, that any event referred to in clauses (ii), (iii), (iv), (v) or (vi) shall be taken into account in determining whether a Seller Material Adverse Effect has occurred or could reasonably be expected to occur to the extent that such event has a disproportionate effect on the Assets or Seller compared to other participants in the industry in which Seller operates.
Seller Material Adverse Effect means any event, change, effect, circumstance or occurrence that, individually or in the aggregate: (a) is or is reasonably likely to be materially adverse to the value or utility of the Purchased Assets, taken as a whole, including their use by the Buyer after Closing; (b) is or is reasonably likely to be materially adverse to the business, operations, or financial condition of Operating Sub or the Business, taken as a whole; or (c) materially impairs the ability of Seller or Operating Sub to consummate the Transactions; provided, however, that a “Seller Material Adverse Effect” shall not include any adverse event, change, effect, circumstance or occurrence resulting from or arising out of: (i) actions taken by Buyer or actions taken or failed to be taken by Seller at the request of Buyer (including requesting any Third Party Consents or the making of the Initial Announcement); (ii) changes in general legal, tax, regulatory, political or business conditions in any country or region; (iii) any failure by Seller to meet any projections, guidance, estimates, forecasts or milestones for or during any period ending on or after the date hereof, but not including any underlying causes thereof; (iv) changes in accounting standards (or the interpretation thereof); (v) changes in conditions in the U.S. or global economy, capital, financial or credit markets generally, including changes in interest or exchange rates; (vi) epidemics, pandemics or disease outbreaks, including COVID-19, or COVID-19 Measures or any change in COVID-19 Measures or interpretations thereof; and (vii) the Closing; provided that in the case of each of clauses (ii), (iv) or (v), such event, change, effect, circumstance or occurrence shall be taken into account in determining whether there has been a “Seller Material Adverse Effect” to the extent that such event, change, effect, circumstance or occurrence has a disproportionate and material adverse impact on the business or operations of Seller and Operating Sub, or the Purchased Assets, in each case taken as a whole, compared to other similar companies or assets in the same industry.
Seller Material Adverse Effect means a material adverse effect on the business, properties, financial condition or results of operations of the participating McNeil Partnerships, taken as a whole. Notwithstanding the foregoing, the following are to be excluded from the definition of "Seller material adverse effect" and from any determination as to whether any Seller material adverse effect has occurred or may occur:
Seller Material Adverse Effect means a material adverse effect on the business, properties, financial condition or results of operations of the Participating McNeil Partnerships, taken as a whole; provided, however, that the following shall be excluded from the definition of "Seller Material Adverse Effect" and from any determination as to whether such Seller Material Adverse Effect has occurred or may occur: (i) the effects of changes that are generally applicable to (A) the residential real estate industry or the commercial real estate industry or both or (B) any material change in the financial, banking, currency or capital markets in general (either in the United States or any international market); and (ii) any facts or circumstances relating to the Company or its affiliates; provided further, however, that any such adverse effect from and after the date hereof shall also be excluded from such determination if such effect is clearly related to or caused by, the execution of this Agreement, the transactions contemplated hereby or by the other Transaction Documents or the announcement of this Agreement (including the identity of the Company or any of its affiliates or subsidiaries) or the transactions contemplated hereby or thereby.
Seller Material Adverse Effect means any event, change or occurrence that materially impairs or delays the ability of any of the Selling Parties to perform its obligations or to consummate the transactions under the Basic Documents or that otherwise materially threatens or materially impedes the consummation of the transactions under the Basic Documents.
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.