Specified Product Material Adverse Effect definition

Specified Product Material Adverse Effect means any event, change, circumstance, condition or effect (collectively, “Changes”) which has had, or would reasonably be expected to have, individually or in the aggregate, a materially adverse effect on the Specified Assets, taken as a whole; provided that, for purposes of determining whether a Specified Product Material Adverse Effect has occurred, none of the following Changes shall be taken into account: (a) Changes arising from or related to the execution and delivery of this Agreement or the announcement, or pendency, of the transactions contemplated by the Agreement; (b) Changes in the economic, business, industry or financial environment generally affecting the industries in which Seller operates or in the U.S. or global economy as a whole; (c) Changes in the general conditions of the financial markets (including the securities, credit, financial or other capital markets) in the United States or elsewhere in the world, including changes in interest rates; (d) acts of terrorism, war, the COVID-19 pandemic or any other endemic or pandemic, weather conditions or other force majeure events; (e) changes or prospective changes in Legal Requirements or GAAP (or any interpretations of such Legal Requirements or GAAP) applicable to the Specified Assets; (f) the failure to meet public estimates or forecasts of revenues, earnings of other financial metrics, in and of itself, or the failure to meet internal projections, forecasts or budgets of revenues, earnings or other financial metrics, in and of itself (provided that any underlying cause of the foregoing may be taken into account); or (g) the taking of any action expressly required to be taken pursuant to this Agreement, except that, in each case with respect to subclauses (b), (c) (d) and (e), to the extent the Change has a disproportionate effect on the Operation or the Specified Assets relative to other participants in the same industry as Seller (in which case solely the incremental disproportionate impact may be taken into account in determining whether there has been a Specified Product Material Adverse Effect).
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Specified Product Material Adverse Effect means any change that has a material adverse effect on the Specified Assets taken as a whole, except for any such changes resulting from (and such changes shall not be taken into account when determining whether a Specified Product Material Adverse Effect has occurred): (a) changes arising from or relating to the announcement or pendency of the transactions contemplated by the Agreement; (b) changes in the industries in which Seller operates or in the U.S. or global economy as a whole; (c) general conditions in the financial markets, and any changes therein (including any changes arising out of acts of terrorism, war, the COVID-19 pandemic or any other endemic or pandemic, weather conditions or other force majeure events); (d) changes or prospective changes in Legal Requirements or GAAP (or any interpretations of such Legal Requirements or GAAP) applicable to the Specified Assets; (e) the failure to meet public estimates or forecasts of revenues, earnings of other financial metrics, in and of itself, or the failure to meet internal projections, forecasts or budgets of revenues, earnings or other financial metrics, in and of itself; (f) the taking of any action expressly required to be taken pursuant to this Agreement; (g) any of the items identified in the Disclosure Schedule; (h) changes with respect to pricing, coding, coverage or reimbursement by any insurance provider or other commercial entity or any governmental payor whether stemming from United States healthcare initiatives or otherwise; (i) the public announcement of the execution or delivery of the Agreement or the pendency of the transactions contemplated by this Agreement or any resulting negative relationship in Seller’s or any of the Specified Affiliates’ relationships with any of its customers, suppliers, distributors or other business partners; (j) changes in the composition, number or identity of the Specified U.S. Employees or Specified EU Employees; (k) seasonal fluctuations affecting the Specified Business; (l) the bankruptcy, insolvency or other financial distress of any customer, supplier or collaboration partner; (m) any manufacturing defects, delays, or shutdowns, including stockouts, that affect the supplies of the Specified Business; or (n) any changes with respect to or resulting from the termination of the employment of the Specified EU Employees pursuant to the terms of this Agreement.
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Specified Product Material Adverse Effect or a derivative thereof, such qualification will be ignored and deemed not included in such representation or warranty for the purposes of (i) calculating the amount of Damages indemnifiable under this Section 8 with respect to such breach or inaccuracy and (ii) determining whether there has been a breach or inaccuracy of such representation or warranty for purposes Section 8. 8.7
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Examples of Specified Product Material Adverse Effect in a sentence

  • Since December 31, 2021, and through the date hereof, (i) there has not been any event, occurrence or development which has had or would reasonably be expected to have a Specified Product Material Adverse Effect, and (ii) except with respect to the transactions contemplated by this Agreement and the Ancillary Agreements and discussions with BARDA regarding the BARDA Contract, Seller has caused the Operation to be conducted in the ordinary course of business consistent with past practices.

  • Since the date of this Agreement, no Specified Product Material Adverse Effect shall have occurred and be continuing.

  • Except as expressly contemplated by this Agreement or as set forth on Part 2.16 of the Disclosure Schedule, since February 16, 2018, (a) Seller has conducted its Specified Business only in the ordinary course of business consistent with past practice, and (b) there have not been any events, facts, conditions, occurrences, effects or changes that have resulted, individually or in the aggregate, in a Specified Product Material Adverse Effect.

  • Since the date of this Agreement, there shall not have occurred a continuing event or circumstance, which, individually or in the aggregate, would constitute a Specified Product Material Adverse Effect.

  • Since the date of this Agreement, no Specified Product Material Adverse Effect shall have occurred.


More Definitions of Specified Product Material Adverse Effect

Specified Product Material Adverse Effect. “Chosen Courts” has the meaning set forth in Section 9.3. “Claim Notice” has the meaning set forth in Section 8.5(a). “CLIN” means Contract Line Item Number within the meaning of the Federal Acquisition Regulation (Chapter 1 of Title 48 of the Code of Federal Regulations). “Closing” has the meaning set forth in Section 1.9. “Closing Date” has the meaning set forth in Section 1.9. “Closing Purchaser Certificate” has the meaning set forth in Section 6.7(b). “Closing Seller Certificate” has the meaning set forth in Section 5.4(b). “Code” means Internal Revenue Code of 1986, as amended. “Commercially Reasonable Efforts” means [***]. “Compound” means: (a) Brincidofovir; (b) any Converting Compound other than Brincidofovir; (c) any metabolite of any of the compounds described in the preceding clauses “(a)” and “(b)”; (d) any prodrug, conjugate or complex of any of the compounds described in the preceding clauses “(a)”-“(c)”; or (e) any salt, free acid/base, solvate, enantiomer, isomer, hydrate, ester, racemate or polymorphic form of any of the compounds described in the preceding clauses “(a)”-“(d)”. “Confidential Information” has the meaning set forth in Section 4.9(b)(iii). “Confidentiality Agreement” means the Mutual Confidential Disclosure and Non-Use Agreement between Seller and Purchaser, effective as of February 1, 2021, as amended by the First Amendment thereto, effective as of February 1, 2021. “Consent” means any (a) consent, approval, authorization, waiver, permission, clearance, or registration issued, granted, given, or otherwise made available by any Governmental Entity or Person and (b) right under any contract with any Governmental Entity. Consent shall not include the BARDA Consent or approval of the novation of the BARDA Contract. “Converting Compound” means a pharmaceutically active compound that is converted in vivo into the active moiety cidofovir diphosphate. Without limiting the generality of the foregoing, Brincidofovir is a Converting Compound. “Copyrights” has the meaning set forth in Section 2.3(a)(i).
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Specified Product Material Adverse Effect means [*].
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Related to Specified Product Material Adverse Effect

  • Target Material Adverse Effect means any change, effect, event or occurrence that (A) has a material adverse effect on the business, assets, liabilities, financial condition or results of operations of the Target and its subsidiaries taken as a whole or (B) prevents or materially delays the Target from performing its obligations under the Acquisition Agreement in any material respect; provided, however, that no change, effect, event or occurrence to the extent arising or resulting from any of the following, either alone or in combination, shall constitute or be taken into account in determining whether there has been a Target Material Adverse Effect: (i) (A) general economic, financial, political, capital market, credit market, or financial market conditions or (B) general conditions affecting any of the industries in which the Target and its subsidiaries operate; (ii) Changes in Law or changes in GAAP or accounting standards, in either case, occurring after April 26, 2011; (iii) any natural disasters, pandemics or acts of war (whether or not declared), sabotage or terrorism, or an escalation or worsening thereof; (iv) the entry into, announcement or performance of the Acquisition Agreement and the transactions contemplated hereby, including compliance with the covenants set forth herein (other than Section 5.1(a) of the Acquisition Agreement), and the impact thereof on relationships, contractual or otherwise, with customers, suppliers, distributors, partners, employees or regulators, or any shareholder litigation arising from allegations of breach of fiduciary duty relating to the Acquisition Agreement or the transactions contemplated by the Acquisition Agreement, except that this clause (iv) shall not apply with respect to the representations and warranties contained in Section 3.4 of the Acquisition Agreement (v) any changes in the price or trading volume of the Common Stock (as defined in the Acquisition Agreement) (provided that the underlying change, effect, event or occurrence that caused or contributed to such change in market price or trading volume shall not be excluded); (vi) any failure by the Target to meet projections or forecasts (provided that the underlying change, effect, event or occurrence that caused or contributed to such failure to meet projections or forecasts shall not be excluded); and (vii) any change or prospective change in the Target’s credit rating (provided that the underlying change, effect, event or occurrence that caused or contributed to such change or prospective change in the Target’s credit rating shall not be excluded); provided, further, however, that the change, effect, event or occurrence referred to in the preceding clauses (i), (ii) and (iii) shall be excluded pursuant to such clause only to the extent such change, effect, event or occurrence does not adversely affect the Target and its subsidiaries, taken as a whole, disproportionately to other companies operating in the industries in which the Target and its subsidiaries compete (in which case the incremental disproportionate impact or impacts may be taken into account in determining whether there has been, or is reasonably likely to be, a Target Material Adverse Effect).

  • SPAC Material Adverse Effect means any event, circumstance, change or effect that, individually or in the aggregate with all other events, circumstances, changes and effects, (a) is or would reasonably be expected to be materially adverse to the business, condition (financial or otherwise), assets, liabilities or results of operations of SPAC; or (b) would prevent, materially delay or materially impede the performance by SPAC of its obligations under this Agreement or the consummation of the Mergers and the other Transactions; provided, however, that none of the following (or the effect of any of the following) shall be deemed to constitute, alone or in combination, or be taken into account in the determination of whether, there has been or will be an SPAC Material Adverse Effect: (i) any change or proposed change in or change in the interpretation of any Law or US GAAP; (ii) events or conditions generally affecting the industries or geographic areas in which SPAC operates; (iii) any downturn in general economic conditions, including changes in the credit, debt, securities, financial or capital markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets); (iv) acts of war, sabotage, civil unrest or terrorism, or any escalation or worsening of any such acts of war, sabotage, civil unrest or terrorism, or changes in global, national, regional, state or local political or social conditions; (v) any hurricane, tornado, flood, earthquake, wild fire or other natural disaster, epidemic, disease outbreak, pandemic (including COVID-19 or SARS-CoV-2 virus or any mutation or variation thereof or related health condition), or acts of God, (vi) any actions taken or not taken by SPAC as required by this Agreement or any Ancillary Agreement, (vii) any effect attributable to the announcement or execution, pendency, negotiation or consummation of the Mergers or any of the other Transaction, or (viii) any actions taken, or failures to take action, or such other changed or events, in each case, which the Company has requested or to which it has consented or which actions are contemplated by this Agreement, except in the cases of clauses (i) through (iii), to the extent that SPAC is disproportionately affected thereby as compared with other participants in the industry in which SPAC operate.

  • Investor Material Adverse Effect means, with respect to a particular Investor, any fact, event, circumstance, change, occurrence, effect or condition which has had or would reasonably be expected to have, individually or in the aggregate with all other facts, events, circumstances, changes, occurrences, effects or conditions, a material adverse effect on the ability of such Investor to consummate the transactions contemplated by this Agreement.

  • Parent Material Adverse Effect means any event, occurrence, fact, condition, change, development or effect that would (i) prevent or materially delay consummation of the Merger or the other transactions contemplated hereby or (ii) otherwise materially adversely affect the ability of Parent or Merger Sub to perform their respective obligations hereunder.

  • 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.

  • Buyer Material Adverse Effect means any event, fact, condition, occurrence, change or effect that prevents or materially impedes or delays the consummation by Buyer of the transactions contemplated by this Agreement or the Ancillary Agreements.

  • Acquiror Material Adverse Effect means, any change, event, circumstance, occurrence, effect, development or state of facts that, individually or in the aggregate, with any other change, event, circumstance, occurrence, effect, development or state of facts has had or would reasonably be expected to prevent or materially delay or materially impact the ability of Acquiror and the Sponsor to consummate the Transactions. Notwithstanding the foregoing, the amount of the Acquiror Stockholder Redemptions or the failure to obtain the Acquiror Stockholder Approval shall not be deemed to be an Acquiror Material Adverse Effect.

  • Property Material Adverse Effect shall have the meaning assigned thereto in the Mortgage.

  • Purchaser Material Adverse Effect means any material adverse change in or material adverse effect on the ability of Purchaser to perform its obligations under this Agreement or to consummate the transactions contemplated hereby.

  • Company Material Adverse Effect means (A) an event, change, effect, development, state of facts, condition or occurrence that, individually or in the aggregate, is or would reasonably be expected to be, materially adverse to the business, condition (financial or otherwise), assets, liabilities, operations or results of operations of the Company and its Subsidiaries, taken as a whole, or prevents the consummation of the Merger or the ability of the Company to consummate the Transactions, or (B) the occurrence of the event set forth on Section 3.1(c) of the Company Disclosure Schedule; provided, however, that none of the following shall be deemed in themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or there will be, a Company Material Adverse Effect: (i) changes generally affecting the economy, financial or securities markets in the United States or elsewhere in the world, (ii) changes affecting the industry or industries in which the Company or its Subsidiaries operate generally or in any specific jurisdiction or geographical area to the extent such changes do not adversely affect the Company or the Company’s Subsidiaries in a disproportionate manner; (iii) any taking of any action at the written request of Parent or Merger Sub or with the written consent of Parent or Merger Sub, (iv) any adoption, implementation, promulgation, repeal, modification, reinterpretation, change or proposal of any rule, regulation, ordinance, order, protocol or any other Law of or by any national, regional or state Governmental Entity, (v) any changes in GAAP or accounting standards or interpretations thereof, (vi) acts of war (whether or not declared), the commencement, continuation or escalation of a war, acts of armed hostility, sabotage or terrorism, (vii) any decline in the market price, or change in trading volume, of the Company Common Stock (it being understood and agreed that the facts and circumstances giving rise to such change that are not otherwise excluded from the definition of Company Material Adverse Effect may be deemed to constitute, or be taken into account in determining whether there has been, or would reasonably be expected to be, a Company Material Adverse Effect), (viii) any change resulting from or arising out of the identity of, or any facts or circumstances relating to, Parent, Merger Sub or their respective Subsidiaries, and (ix) any failure by the Company to meet any internal or published industry analyst projections or forecasts or estimates of revenues or earnings for any period (it being understood and agreed that the facts and circumstances giving rise to such change that are not otherwise excluded from the definition of Company Material Adverse Effect may be deemed to constitute, or be taken into account in determining whether there has been, or would reasonably be expected to be, a Company Material Adverse Effect).

  • Business Material Adverse Effect means a material adverse effect on the Company, condition (financial or otherwise), properties, prospects, operations or results of operation of the Business or the ability of the Company, SBEEG or the Manager to perform its obligations as contemplated in this Agreement or any Related Agreement.

  • Partnership Material Adverse Effect means any change, circumstance, effect or condition that is, or could reasonably be expected to be, materially adverse to the business, financial condition, assets, liabilities or results of operations of the Partnership Group, taken as a whole.

  • Material Adverse Effect shall have the meaning assigned to such term in Section 3.1(b).

  • Material Adverse Event means any circumstance or event that, individually or collectively with other circumstances or events, may reasonably be expected to have a material adverse effect on the financial condition or Business of the Borrower, as now conducted or as proposed to be conducted.

  • Closing Date Material Adverse Effect means a “Material Adverse Effect” as defined in the Acquisition Agreement.

  • Company Material Adverse Change means a change (or circumstance involving a prospective change) in the business, operations, assets, liabilities, results of operations, cash flows, condition (financial or otherwise) or prospects of the Company which is materially adverse.

  • Material Adverse with respect to any change or effect, a material adverse change in, or effect on, as the case may be, (i) the financial condition, operations, business, or Property of the Borrower and the Subsidiaries taken as a whole, (ii) the ability of the Borrower to perform its obligations under the Loan Documents, or (iii) the ability of the Administrative Agent, the Issuer or any Lender to enforce the Loan Documents.

  • Material Adverse Change means any material adverse change in the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower or the Borrower and its Subsidiaries taken as a whole.

  • Materially Adverse Effect means (a) any material adverse effect upon the business, assets, liabilities, financial condition or results of operations of the Borrower and its Subsidiaries, taken as a whole, or (b) a material adverse effect upon any material rights or benefits of the Lenders or the Administrative Agent under the Loan Documents.

  • Material Adverse Effect on the Company means a material adverse effect on the financial condition, operations or business of the Company and its subsidiaries, taken as a whole, or the ability of the Company to enter into and consummate the transactions contemplated by this Agreement in accordance with its terms.

  • Material Adverse Change (or Effect) means a change (or effect), in the condition (financial or otherwise), properties, assets, liabilities, rights, obligations, operations, business or prospects which change (or effect) individually or in the aggregate, is materially adverse to such condition, properties, assets, liabilities, rights, obligations, operations, business or prospects.

  • Specific, adverse impact means a significant, quantifiable, direct, and unavoidable impact, based on objective, identified, and written public health or safety standards, policies, or conditions as they existed on the date the application was deemed complete.

  • Serious Adverse Event means any adverse event that led to any of the following:

  • Unreasonable adverse effects on the environment means any unreasonable risk to humans or the environment, taking into account the economic, social, and environmental costs and benefits of the use of any pesticide.