Material Adverse Change or Material Adverse Effect. The term “Material Adverse Effect” or “Material Adverse Change” means a material adverse effect on the assets, business, condition (financial or otherwise) prospects or results of operations of Seller or Buyer, as the case may be, taken as a whole, provided, that none of the following alone shall be deemed, in and of itself, to constitute a Material Adverse Effect: or Material Adverse Change: (i) a change in the market price or trading volume of the shares of FRB’s or Kreido’s Common Stock, or (ii) changes in general economic conditions or changes affecting the industry in which the FRB or Seller operates generally.
Material Adverse Change or Material Adverse Effect when used with respect to any Person, any change or effect that is or is reasonably likely (as far as can be foreseen at the time) to be materially adverse to the business, operations, properties, assets, liabilities, employee relationships, customer or supplier relationships, earnings or results of operations, or the business prospects and condition (financial or otherwise) of such Person and its subsidiaries, if any, taken as a whole other than (i) changes or effects which are or result from occurrences relating to the economy in general or such Person's industry in general and not specifically relating to such Person or (ii) adverse changes, events or effects set forth or described in the Parent's annual report on Form 10-KSB for the period ending, December 31, 2005 or subsequently filed SEC Documents.
Material Adverse Change or Material Adverse Effect. 1.11.1 The use of the expressions “Cerro de Pasco Material Adverse Change” or “Cerro de Pasco Material Adverse Effect” in this Agreement shall be interpreted to mean a material and adverse effect on the Cerro de Pasco Business, taken as a whole, excluding any fact, circumstance or condition arising as a result of: (i) any change in applicable Laws or the interpretation thereof by any Governmental Body, (ii) general economic changes, (iii) changes, generally in the industry or market in which the Cerro de Pasco Business is operated, (iv) the announcement of the transactions contemplated herein, (v) changes to the financial, securities, commodity or credit markets in general, (vi) changes in global, national or regional political or social conditions in Peru, (vii) Force Majeure (viii) any action required to be taken under applicable Laws, or (ix) any action taken by Cerro de Pasco that is expressly required or permitted hereunder or at the request or with the consent of Genius; and
Material Adverse Change or Material Adverse Effect. With respect to any Person, (a) any event, change, or effect that is materially adverse to the condition (financial or otherwise), properties, assets, liabilities, business, operations, or results of operations, of such Person and its Subsidiaries (with such Subsidiaries being determined immediately prior to the Closing), taken as a whole, except to the extent that such change, event, or effect is attributable to or results from (i) changes affecting the securities or capital markets or economic conditions generally in the country or countries in which such Person or group of Persons conduct their businesses, (ii) changes affecting the industries in which such Person or group of Persons operate generally (as opposed to changes affecting any such Person or group of Persons specifically or predominantly), (iii) the effect of the public announcement of this Agreement or the pendency of the transactions contemplated hereby and by the other Transaction Documents, or (iv) changes in GAAP or in generally accepted accounting principles in the U.S.A., or (b) if such Person is a Party hereto or a party to any other Transaction Document, any event, change, or circumstance that has a material adverse effect on the ability of such Person to perform its obligations under, and to consummate the transactions contemplated by, this Agreement and the other Transaction Documents, as applicable.
Material Adverse Change or Material Adverse Effect prompt written notice of any event, circumstance or condition that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect;
Material Adverse Change or Material Adverse Effect. When used with reference to any entity, any fact, event, change, violation, inaccuracy, circumstance or effect that is or is reasonably likely to be, individually or in the aggregate, materially adverse to the business, financial condition, properties, assets, or results of operations of such entity and its subsidiaries, taken as a whole. Notwithstanding anything to the contrary contained in this paragraph, none of the following shall be deemed, singly or in the aggregate, to constitute a Material Adverse Effect or Material Adverse Change: (a) any adverse change, effect, event, violation, inaccuracy, circumstance, state of facts or development resulting from or relating to (directly or indirectly) any of the following: (i) out-of-pocket fees and expenses (including legal, accounting, investment banking and other fees and expenses) incurred in connection with the transactions contemplated by this Agreement; (ii) compliance by Company with the terms of, or the taking of any action required or contemplated by, this Agreement; or (iii) any change in accounting requirements or principles or any change in applicable laws, rules or regulations or the interpretation thereof.
Material Adverse Change or Material Adverse Effect. Any reference to a “material adverse change” or “material adverse effect” shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (i) changes generally adversely affecting the Canadian economy; (ii) changes adversely affecting the cannabis retail industry or the cannabis industry in general; (iii) the announcement or pendency of the transactions contemplated by this Agreement; (iv) changes in applicable Laws; (v) changes in accounting principles;
