Xxxx Material Adverse Effect means any event, circumstance, change or effect (a) that is material and adverse to the business, assets, properties, liabilities, financial condition or results of operations of Xxxx and the Xxxx Subsidiaries taken as a whole or (b) that will, or would reasonably be expected to, prevent or materially impair the ability of the Xxxx Parties to consummate the Mergers before the Outside Date; provided, however, that for purposes of clause (a) “Xxxx Material Adverse Effect” shall not include any event, circumstance, change or effect to the extent arising out of or resulting from (i) any failure of Xxxx and the Xxxx Subsidiaries to meet any projections or forecasts (provided that any event, circumstance, change or effect giving rise to such failure or decrease shall be taken into account in determining whether there has been a Xxxx Material Adverse Effect), (ii) any events, circumstances, changes or effects that affect the commercial real estate REIT industry generally, (iii) any changes in the United States or global economy or capital, financial or securities markets generally, including changes in interest or exchange rates, (iv) any changes in the legal or regulatory conditions in the geographic regions in which Xxxx and the Xxxx Subsidiaries operate or own or lease properties, (v) the commencement, escalation or worsening of a war or armed hostilities or the occurrence of acts of terrorism or sabotage, (vi) the execution or announcement of this Agreement, or the anticipation of the Mergers or the other transactions contemplated hereby, (vii) the taking of any action expressly required by, or the failure to take any action expressly prohibited by, this Agreement, or the taking of any action at the written request of an executive officer of Spirit, (viii) earthquakes, hurricanes, floods or other natural disasters, (ix) any damage or destruction of any Xxxx Property that is substantially covered by insurance, or (x) changes in Law or GAAP, which in the case of each of clauses (ii), (iii), (iv), (v) and (x) do not disproportionately affect Xxxx and the Xxxx Subsidiaries, taken as a whole, relative to other similarly situated participants in the commercial real estate REIT industry in the United States, and in the case of clause (viii) do not disproportionately affect Xxxx and the Xxxx Subsidiaries, taken as a whole, relative to other participants in the commercial real estate REIT industry in the geographic regions in which Xxxx and the Xxxx Subsidiaries opera...
Xxxx Material Adverse Effect shall not include any event, circumstance, change or effect to the extent arising out of or resulting from (i) any failure of Xxxx and the Xxxx Subsidiaries to meet any projections or forecasts (provided that any event, circumstance, change or effect giving rise to such failure or decrease shall be taken into account in determining whether there has been a Xxxx Material Adverse Effect), (ii) any events, circumstances, changes or effects that affect the commercial real estate REIT industry generally, (iii) any changes in the United States or global economy or capital, financial or securities markets generally, including changes in interest or exchange rates, (iv) any changes in the legal or regulatory conditions in the geographic regions in which Xxxx and the Xxxx Subsidiaries operate or own or lease properties, (v) the commencement, escalation or worsening of a war or armed hostilities or the occurrence of acts of terrorism or sabotage, (vi) the execution or announcement of this Agreement, or the anticipation of the Mergers or the other transactions contemplated hereby, (vii) the taking of any action expressly required by, or the failure to take any action expressly prohibited by, this Agreement, or the taking of any action at the written request of an executive officer of Spirit, (viii) earthquakes, hurricanes, floods or other natural disasters, (ix) any damage or destruction of any Xxxx Property that is substantially covered by insurance, or (x) changes in Law or GAAP, which in the case of each of clauses (ii), (iii), (iv), (v) and (x) do not disproportionately affect Xxxx and the Xxxx Subsidiaries, taken as a whole, relative to other similarly situated participants in the commercial real estate REIT industry in the United States, and in the case of clause (viii) do not disproportionately affect Xxxx and the Xxxx Subsidiaries, taken as a whole, relative to other participants in the commercial real estate REIT industry in the geographic regions in which Xxxx and the Xxxx Subsidiaries operate or own or lease properties.
Xxxx Material Adverse Effect means any event, occurrence, state of facts, circumstance, condition, effect, change or combination of the foregoing that (i) has a material adverse effect on the ability of The Xxxx Group Inc. to consummate the Merger and the other Transactions, or (ii) is material and adverse to the business, results of operations or condition (financial or otherwise) of The Xxxx Group Inc. and its Subsidiaries, taken as a whole, except to the extent such material adverse effect under this clause (ii) results from or is attributable to (A) any changes in general United States or global economic conditions (including securities, credit, financial or other capital markets conditions), except to the extent such changes in conditions have a disproportionate effect on The Xxxx Group Inc. and its Subsidiaries, taken as a whole, relative to others in the industries in which The Xxxx Group Inc. and its Subsidiaries operate, (B) any changes in conditions generally affecting any of the industries in which The Xxxx Group Inc. and its Subsidiaries operate, except to the extent such changes in conditions have a disproportionate effect on The Xxxx Group Inc. and its Subsidiaries, taken as a whole, relative to others in any such industry, (C) any decline in the market price of The Xxxx Group Inc. Common Stock (it being understood that the facts or occurrences giving rise to or contributing to such decline may be deemed to constitute, and be taken into account in determining whether there has been or would be reasonably likely to be, a Xxxx Material Adverse Effect), (D) any failure, in and of itself, by The Xxxx Group Inc. to meet any internal or published projections or forecasts in respect of revenues, earnings or other financial or operating metrics (it being understood that the facts or occurrences giving rise to or contributing to such failure may be deemed to constitute, and be taken into account in determining whether there has been or would be reasonably likely to be, a Xxxx Material Adverse Effect), (E) any change in Law or GAAP (or authoritative interpretations thereof), except to the extent such changes have a disproportionate effect on The Xxxx Group Inc. and its Subsidiaries, taken as a whole, relative to others in any industry in which The Xxxx Group Inc. and any of its Subsidiaries operate, (F) geopolitical conditions, the outbreak or escalation of hostilities, any acts of war, sabotage or terrorism, or any escalation or worsening of any such acts of war, sabotage or terr...
Examples of Xxxx Material Adverse Effect in a sentence
Xxxx is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a Xxxx Material Adverse Effect.
Since September 30, 2012 through the date hereof, there has not been any Xxxx Material Adverse Effect or any effect, event, development or circumstance that, individually or in the aggregate with all other effects, events, developments and changes, would reasonably be expected to result in a Xxxx Material Adverse Effect.
Except as individually or in the aggregate, would not reasonably be expected to have a Xxxx Material Adverse Effect, all premiums payable under all Xxxx Insurance Policies have been paid, and Xxxx and the Xxxx Subsidiaries have otherwise complied in all material respects with the terms and conditions of all the Xxxx Insurance Policies.
Neither Xxxx nor any Xxxx Subsidiary has received any claim or notice nor has any Knowledge indicating that Xxxx or any Xxxx Subsidiary is currently not in compliance with the terms of any such Xxxx Permits, except where the failure to be in compliance with the terms of any such Xxxx Permits, individually or in the aggregate, would not reasonably be expected to have a Xxxx Material Adverse Effect.
All applications required to have been filed for the renewal of the Xxxx Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Xxxx Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, would not reasonably be expected to have a Xxxx Material Adverse Effect.
More Definitions of Xxxx Material Adverse Effect
Xxxx Material Adverse Effect means a material adverse effect on the business, assets, results of operations, condition (financial or otherwise) or prospects of XXXX and its Subsidiaries taken as a whole. LLC is a limited liability company validly existing under the laws of the Commonwealth of Massachusetts. LLC was formed solely for the purpose of engaging in the Merger and other transactions contemplated hereby, has engaged in no other business activities (other than in connection with the formation and capitalization of LLC pursuant to or in accordance with the LLC Agreement (as defined below)) and has conducted its operations only as contemplated hereby and by the LLC Agreement. Each of XXXX and its Subsidiaries is duly qualified, licensed or admitted to do business and is in good standing in each jurisdiction in which the ownership, use or leasing of its assets and properties, or the conduct or nature of its business, makes such qualification, licensing or admission necessary, except where failure to be so qualified, licensed or admitted and in good standing, individually or in the aggregate, could not reasonably be expected to have a XXXX Material Adverse Effect. XXXX has previously delivered to EUA correct and complete copies of its Agreement and Declaration of Trust (the "XXXX Trust Agreement") and the articles of association of LLC.
Xxxx Material Adverse Effect means any Effect that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the assets, liabilities, condition (financial or otherwise), business or results of operations of Xxxx and its Subsidiaries, taken as a whole; provided, however, that no Effect resulting or arising from the following shall be deemed to constitute a Xxxx Material Adverse Effect or shall be taken into account when determining whether a Xxxx Material Adverse Effect has occurred or would reasonably be expected to occur: (a) conditions (or changes therein) in any industry or industries in which Xxxx operates, (b) general economic, political and/or regulatory conditions (or changes therein), including (i) any changes affecting financial, credit or capital market conditions or (ii) changes in interest or exchange rates, (c) any change in GAAP or the interpretation thereof, (d) any adoption, implementation, promulgation, repeal, modification, amendment, reinterpretation or other change in any applicable Law, (e) any changes in the price or trading volume of the Xxxx Common Stock (it being understood that the Effects giving rise or contributing to such changes that are not otherwise excluded from the definition of a “Xxxx Material Adverse Effect” may be taken into account), (f) any failure by Xxxx to meet any internal or published projections, estimates or expectations of its revenue, earnings or other financial performance or results of operations for any period (it being understood that the Effects giving rise or contributing to such failure that are not otherwise excluded from the definition of a “Xxxx Material Adverse Effect” may be taken into account), (g) acts of terrorism or sabotage, the commencement, continuation or escalation of a war, acts of armed hostility, earthquakes, tornados, hurricanes or other weather conditions or natural calamities, or other force majeure events, including any material worsening of such conditions threatened or existing as of the date of this Agreement, (h) any reduction in the credit rating of Xxxx or its Subsidiaries (it being understood that the Effects giving rise or contributing to such reduction or any consequences resulting from such reduction that are not otherwise excluded from the definition of a “Xxxx Material Adverse Effect” may be taken into account), (i) any action taken by Xxxx that is required by the Transaction Documents or taken at the express written request of GKN , (j) the id...
Xxxx Material Adverse Effect means any state of facts, development, change, circumstance, occurrence, event or effect, that, individually or in the aggregate, has had, or would reasonably be expected to have, a material adverse effect on (a) the business, assets, liabilities, financial condition or results of operations of XXXX Remaining Operations, taken as a whole; or (b) the ability of the XXXX to consummate the Transactions by the Outside Date; provided, however, that in no event will any of the following (or the effect of any of the following), alone or in combination, be taken into account in determining whether a XXXX Material Adverse Effect pursuant to clause (a) has occurred: (i) 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;
Xxxx Material Adverse Effect means any change, effect, event, or occurrence that, individually or in the aggregate with all other changes, events or occurrences, has had a material adverse effect on (a) the business, financial condition or results of operations of XXXX and its Subsidiaries, taken as a whole, or (b) the ability of XXXX or any of its Subsidiaries to perform its obligations under this Agreement and to consummate the transactions contemplated hereby.
Xxxx Material Adverse Effect means any change in or effect on the business of XXXX or its subsidiaries that is materially adverse to the business, assets, results of operations or financial condition of XXXX and its subsidiaries, taken as a whole, or materially impairs the ability of XXXX to consummate the Merger or the other transactions contemplated by this Agreement; provided, however, that "XXXX Material Adverse Effect" shall be deemed to exclude the impact of (i) changes in generally accepted accounting principles; (ii) the public announcement of the Merger and compliance with the provisions of this Agreement; (iii) any changes resulting from any restructuring or other similar charges or write-offs taken by XXXX with the consent of PIROD; (iv) the termination or failure to be consummated or completed of any acquisition, joint venture, development project or other transaction, which was not consummated or completed prior to the execution and delivery of this Agreement; and (v) any change in general economic conditions, in interest rates or in conditions affecting the telecommunications industry generally. As used herein, "PIROD Material Adverse Effect" means any change in or effect on the business of PIROD or its subsidiaries that is materially adverse to the business, assets, results of operations or financial condition of PIROD and its subsidiaries, taken as a whole, or materially impairs the ability of PIROD to consummate the Merger or the other transactions contemplated by this Agreement; provided, however, that "PIROD Material Adverse Effect" shall be deemed to exclude the impact of (i) changes in generally accepted accounting principles; (ii) the public announcement of the Merger and compliance with the provisions of this Agreement; (iii) any changes resulting from any restructuring or other similar charges or write-offs taken by PIROD with the consent of XXXX; (iv) the termination or failure to be consummated or completed of any acquisition, joint venture, development project or other transaction, which was not consummated or completed prior to the execution and delivery of this Agreement; and (v) any change in general economic conditions, in interest rates or in conditions affecting the telecommunications industry generally.
Xxxx Material Adverse Effect. Section 5.01 "XXXX-EUA Regulatory Approvals" -- Section 7.04(b) "XXXX-EUA Regulatory Proceedings" -- Section 7.04(c) "XXXX Required Consents" -- Section 5.04(a) "XXXX Required Statutory Approvals" -- Section 5.04(b) "XXXX-NGG Regulatory Approvals" -- Section 7.04(c) "XXXX-NGG Regulatory Proceedings" -- Section 7.04(c) "XXXX-NGG Required Statutory Approvals"-- Section 7.04 "XXXX-NGG Transactions" -- Section 7.04 "XXXX Shares" -- Section 5.03
Xxxx Material Adverse Effect. Section 5.01 "XXXX-EUA Regulatory Approvals" -- Section 7.04(b) "XXXX-EUA Regulatory Proceedings" -- Section 7.04(c) "XXXX Required Consents" -- Section 5.04(a) "XXXX Required Statutory Approvals" -- Section 5.04(b) "XXXX-NGG Regulatory Approvals" -- Section 7.04(c) "XXXX-NGG Regulatory Proceedings" -- Section 7.04(c) "XXXX-NGG Required Statutory Approvals" -- Section 7.04 "XXXX-NGG Transactions" -- Section 7.04 "XXXX Shares" -- Section 5.03 "XXXX Trust Agreement" -- Section 5.01 "NGG Circular" -- Section 7.02 "NRC" -- Section 4.05(b) "Options" -- Section 4.02(a) "orders" -- Section 4.04(a) "Out-of-Pocket Expenses" -- Section 9.03(a) "Paying Agent" -- Section 2.02(a) "PBGC" -- Section 4.11(g) "person" -- Section 10.11(e) "Per Share Amount" -- Section 2.01(b)(ii) "Post Closing Plans" -- Section 7.05(b) "Proxy Statement" -- Section 4.08(a) "Release" -- Section 4.13(f)(iv) "Representatives" -- Section 10.11(f) "SEC" -- Section 4.05(a) "Securities Act" -- Section 4.05(a) "Subsidiary" -- Section 10.11(g) "Surviving Entity" -- Section 1.01 "Tax Ruling" -- Section 4.10(j) "Taxes" -- Section 4.10 "Tax Return" -- Section 4.10 "US GAAP" -- Section 4.05(a) "Yankee Companies" -- Section 4.16 "Y2K Consultant" -- Section 6.01(o) This AGREEMENT AND PLAN OF MERGER, dated as of February 1, 1999 (this "Agreement"), is made and entered into by and among NEW ENGLAND ELECTRIC SYSTEM, a Massachusetts business trust ("XXXX"), RESEARCH DRIVE LLC ("LLC"), a Massachusetts limited liability company which is directly and indirectly wholly owned by XXXX, and EASTERN UTILITIES ASSOCIATES, a Massachusetts business trust ("EUA").