TMLP Material Adverse Effect definition

TMLP Material Adverse Effect means any change, event, occurrence or effect that, individually or taken together with any other changes, events, occurrences or effects is, or would reasonably be expected to be, materially adverse to the financial condition, properties, business or results of operations of TMLP and its Subsidiaries, taken as a whole; provided, however, that none of the following, and no change, event, occurrence or effect, individually or in the aggregate, to the extent arising out of, resulting from or attributable to any of the following, shall constitute or be taken into account in determining whether a TMLP Material Adverse Effect has occurred or would reasonably be expected to occur: (a) any changes in the economy or financial markets generally in the United States or any other country or changes that are the result of acts of war, sabotage or terrorism or of natural disasters; (b) any changes that are the result of factors generally affecting the petrochemical refining or pipeline industries; (c) (i) the (A) announcement, or (B) consummation, of the transactions contemplated by this Agreement; provided that the exception in clause (B) shall not apply to any representation or warranty contained in Article VI if the primary purpose of such representation or warranty is from the face of such representation or warranty to address the consequences resulting from the consummation of the Merger or the GP Merger; or (ii) any litigation brought by or on behalf of any current or former holder of TMLP Common Units, in its capacity as such, arising from allegations of any breach of duty or violation of Law or breach relating to this Agreement, the TMLP Partnership Agreement, the Merger or the GP Merger; (d) changes in Law or in GAAP after the date of this Agreement; (e) any failure in and of itself to meet any internal or publicly available projections, forecasts, estimates or predictions for any period ending on or after the date of this Agreement and prior to the Closing (provided that the exception in this clause (e) shall not prevent or otherwise affect a determination that any change, effect, or development underlying such failure has resulted in or contributed to a TMLP Material Adverse Effect); (f) any decline in the market price, trading volume or credit rating of any of TMLP’s securities (provided that the exception in this clause (f) shall not prevent or otherwise affect a determination that any change, effect, or development underlying such change has resulted in o...
View Source

Examples of TMLP Material Adverse Effect in a sentence

  • Since the date of this Agreement, there shall not have occurred any TMLP Material Adverse Effect.

  • Except as would not have a TMLP Material Adverse Effect, each of the TMLP Parties and their Subsidiaries owns or has (whether through license or otherwise) the valid Intellectual Property Rights necessary for or used in the conduct of its business as currently conducted and as currently proposed to be conducted, and, to the Knowledge of the TMLP Parties, their products and services do not infringe upon, misappropriate or otherwise violate any Intellectual Property Rights of any third party.

  • Except as would not have a TMLP Material Adverse Effect, each of the TMLP Parties and their Subsidiaries have taken reasonable measures, consistent with industry standards, to protect the confidentiality of all material trade secrets.

  • Each of the TMLP Parties and their Subsidiaries have fulfilled and performed all their material obligations with respect to such Rights-of-Way and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights-of-Way, except for such revocations, terminations and impairments that would not have a TMLP Material Adverse Effect.

  • Each Insurance Policy is in full force and effect and all premiums due with respect to all Insurance Policies have been paid, except as would not have a TMLP Material Adverse Effect.

  • Except as would not have a TMLP Material Adverse Effect, all Intellectual Property Rights owned by the TMLP Parties and their Subsidiaries are free and clear of any Liens (other than Permitted Liens).