Transaction Material Adverse Effect means, individually or in the aggregate, a material adverse effect on:
Transaction Material Adverse Effect means a material adverse effect on (a) the contracts, property, business, condition (financial or otherwise) or prospects of any Related Party, (b) the ability of any Related Party to perform its obligations under any of the Loan Documents to which it is a party, (c) the validity or enforceability of any of the Loan Documents, (d) the rights and remedies of the Secured Parties under any of the Loan Documents, (e) the timely payment of the principal of or interest on the Advances or other amounts payable in connection therewith or (f) the Collateral.
Transaction Material Adverse Effect means a material impairment of the ability of Purchaser to perform its material obligations under this Agreement or to consummate the transactions contemplated by this Agreement and the Transaction Documents.
Examples of Transaction Material Adverse Effect in a sentence
Purchaser and Purchaser Guarantor shall have performed and complied with all covenants, obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing except where the failure to so perform or comply would not, individually or in the aggregate have, or be reasonably likely to have, a Transaction Material Adverse Effect.
As of the date of this Agreement, there is no Order outstanding, or to the Knowledge of the Company, threatened, against the Company or any of its Subsidiaries which would reasonably be expected to have, individually or in the aggregate, a Transaction Material Adverse Effect.
As of the date of this Agreement, there are no Proceedings pending, or to the Knowledge of the Company, threatened, against the Company or its Subsidiaries, which, if determined or resolved adversely in accordance with the plaintiff’s or claimant’s demands, would reasonably be expected to have, individually or in the aggregate, a Transaction Material Adverse Effect.
Except as, individually or in the aggregate, would not constitute an Transaction Material Adverse Effect, Smithfield France and each Subsidiary owns, or is licensed to use (in each case free and clear of any Liens), all Intellectual Property currently used in its business as presently conducted.
The Company and the Applicable Subsidiaries are in compliance with all Legal Requirements or Orders applicable to the Company and the Applicable Subsidiaries in connection with the operation of the Hotel Properties and the ownership and use of the Transferred Assets, other than noncompliance that would not reasonably be expected to have a Transaction Material Adverse Effect.
More Definitions of Transaction Material Adverse Effect
Transaction Material Adverse Effect means “Material Adverse Effect” as such term is defined in the Arrangement Agreement.
Transaction Material Adverse Effect means, with respect to any Party, 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 or delay the ability of such Party, or any of its Affiliates, to perform any of its obligations or to consummate any of the transactions under this Agreement or the other Transaction Documents or otherwise materially threaten or materially impede or delay the consummation or performance of the transactions or obligations under the Transaction Documents.
Transaction Material Adverse Effect means any change, event, development, state of facts or effect: (i) that has had, or would reasonably be expected to have, a material adverse effect on the ability of either the Company or Seller or their Subsidiaries, on one hand, or Purchaser or Purchaser Guarantor, on the other hand, to perform its respective obligations hereunder or under the Management Agreements or on the ability of either to consummate the transactions contemplated hereby and thereby without material delay, or (ii) that has frustrated or would reasonably be expected to frustrate the purposes of the Management Agreements or the Company’s election to be treated as a real estate investment trust under the Code. Notwithstanding the foregoing, none of the following shall be deemed to constitute, and none of the following shall constitute or be taken into account in determining whether there has been, a Transaction Material Adverse Effect: (A) changes in general business or economic conditions in the United States or globally; (B) changes that are the result of the escalation by the United States of 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 upon any of its territories, possessions or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States; (C) changes in financial, banking or securities markets (including disruption thereof and any decline in the price of any security or any market index); (D) changes in United States GAAP after the date of this Agreement; (E) changes in applicable Legal Requirements or other binding directives issued by any Governmental Body after the date of this Agreement; and (F) the taking of any action expressly required by this Agreement; provided, that, with respect to clauses (A), (B), (C), (D) and (E), the impact of such event, change, circumstances, occurrence, effect or state of facts is not disproportionately adverse to the operations of the Hotel Properties, taken as a whole, relative to other participants in the large group meeting sector of the hotel industry.
Transaction Material Adverse Effect means any change, effect or circumstance which, individually or in the aggregate, has prevented or materially delayed or materially impaired, or would reasonably be expected to prevent or materially delay or materially impair, the ability of the Company and its Subsidiaries to consummate the Merger and the other transactions contemplated by this Agreement.
Transaction Material Adverse Effect means a material adverse change in or effect on the financial condition, business, properties, results of operations or prospects of (i) the European Business and (ii) Smithfield France and the Subsidiaries, taken as a whole; provided, however, that “Transaction Material Adverse Effect” shall not include the effect of any change or effect arising out of or attributable to (a) the markets in which the European Business or Smithfield France and the Subsidiaries operate generally, (b) general economic or political conditions (including those effecting the securities markets), (c) the public announcement of this Agreement or the Purchase Agreement or of the consummation of the transactions contemplated hereby and thereby, (d) any change arising in connection with acts of war (whether or not declared), sabotage or terrorism, military actions or the escalation thereof or other force majeure events occurring after the date hereof or (e) changes in Laws or accounting rules.
Transaction Material Adverse Effect means a material adverse change in or effect on the financial condition, business, properties, results of operations or prospects of (i) the European Business (as defined in the Purchase Agreement) and (ii) Smithfield France and the Subsidiaries, taken as a whole; provided, however, that “Transaction Material Adverse Effect” shall not include the effect of any change or effect arising out of or attributable to (a) the markets in which the European Business or Smithfield France and the Subsidiaries operate generally, (b) general economic or political conditions (including those effecting the securities markets), (c) the public announcement of this Agreement or the Purchase Agreement or of the consummation of the transactions contemplated hereby and thereby, (d) any change arising in connection with acts of war (whether or not declared), sabotage or terrorism, military actions or the escalation thereof or other force majeure events occurring after the date hereof or (e) changes in Laws or accounting rules.
Transaction Material Adverse Effect means any change, effect, occurrence, condition, development or state of facts that (a) renders the Company Insolvent immediately prior to the Effective Time or (b) after giving effect to and assuming the consummation of the Restructuring and the other Transactions, (i) results in or would reasonably be expected to result in a loss (in whole or in part or for any period of time other than any such loss that arises out of or results from any action by, or failure to act on the part of, R Diagnostics or any of its affiliates) (A) by the Company (through the Continuing Licensee Subsidiary) of its ownership of, rights to and under and license under the License Agreement or (B) by Newco of, or a failure by Newco to obtain or retain, its ownership of, rights to and license of the Intellectual Property Rights that comprise the Covered ECL Technology, in the case of each of clauses (i)(A) and (i)(B) that materially impairs the legal right of R Diagnostics and its affiliates, taken as a whole, to make, have made, use, sell, place or otherwise commercialize products using Covered ECL Technology as contemplated by the License Agreement or (ii) renders Newco Insolvent at the Effective Time; provided, however, that no change, effect, occurrence, condition or development or state of facts (x) arising out of, related to, or in connection with, the License Litigation or the New Patent Litigation or (y) principally attributable to the economy in general or Newco's industry in general shall constitute a Transaction Material Adverse Effect.