Seller Material Adverse Effect means a material adverse effect on the ability of Seller to perform its obligations under, and consummate the transactions contemplated by, this Agreement.
Seller Material Adverse Effect means any change in or effect on the Acquired Assets or the Business which, when considered either singly or in the aggregate together with all other adverse changes or effects with respect to which such phrase is used in this Agreement, is, or poses a material risk of being, materially adverse to the Acquired Assets or the Business, including without limitation with respect to the use, operation, value or condition of the Acquired Assets or the business, operations, prospects or condition (financial or otherwise) of the Business.
Seller Material Adverse Effect means any fact, condition, occurrence, development, event, circumstance, or change in or effect on the Seller or any of its Subsidiaries that, individually or in the aggregate with all other facts, conditions, occurrences, developments, events, circumstances, or changes in or effects on the Seller or any of its Subsidiaries: (a) is or would reasonably be expected to be materially adverse to the business, operations, assets or liabilities (including contingent liabilities), employee or independent contractor relationships, customer or supplier relationships, prospects, results of operations or the condition (financial or otherwise) of the Seller or any of its Subsidiaries, or materially diminish the value of the Seller Securities; (b) does or would reasonably be expected to materially impair or delay the ability of the Seller to perform its respective obligations under this Agreement, including but not limited to all agreements and covenants to be performed or complied by it under the Agreement, or to consummate the transactions contemplated hereby; or (c) would reasonably be expected to materially and adversely affect the ability of the Company to operate or conduct the Seller’s business in the manner in which it is currently, or contemplated to be, operated or conducted by the Seller and its Subsidiaries; provided, however, that none of the following, either alone or in combination, shall be considered in determining whether there has been a “Seller Material Adverse Effect”: (i) events, circumstances, changes or effects that generally affect the industries in which the Seller and its Subsidiaries operates the business (including legal and regulatory changes), except to the extent the Seller or any of its Subsidiaries are disproportionately affected thereby, or (ii) changes arising from the consummation of the transactions in accordance with the terms of this Agreement or the announcement of the execution of this Agreement; provided, further, however, and notwithstanding anything to the contrary set forth in this “Seller Material Adverse Effect” definition, any epidemic, plague, pandemic, or other outbreak of illness or public health event, including COVID-19, and any governmental orders, lock-downs, legal and regulatory changes related to such epidemic, plague, pandemic or other outbreak of illness or public health event, including COVID-19, are specifically excluded from clause (i) above and shall be considered in determining whether a “Seller Material A...
Examples of Seller Material Adverse Effect in a sentence
There shall not have occurred any Seller Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, would reasonably be expected to result in any Seller Material Adverse Effect.
There has not been any instances of unauthorized access, use, modification or disclosure, loss, theft or other misuse of the Target Data that would result in a Seller Material Adverse Effect.
More Definitions of Seller Material Adverse Effect
Seller Material Adverse Effect means any material adverse effect on the ability of the to consummate any of the Contemplated Transactions on a timely basis.
Seller Material Adverse Effect means a Material Adverse Effect with respect to Seller.
Seller Material Adverse Effect means a material adverse effect on the ability of the Seller to timely consummate the Acquisition and to perform its obligations under this Agreement.
Seller Material Adverse Effect means any change, event, effect or circumstance, that, individually or when taken together with all other changes, events, effects or circumstances, (a) has prevented or materially impaired or would prevent or materially impair the ability of Seller to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement or (b) materially impairs the value or enforceability of the Share, the Company Patents and Transferred Patents (taken as a whole).
Seller Material Adverse Effect has the meaning set forth in Section 3.1.
Seller Material Adverse Effect means a material adverse effect on the business, operations, properties, assets, condition (financial or other), results of operations or prospects of Seller.
Seller Material Adverse Effect means, with respect to any Seller, the occurrence of any of the following events, circumstances, occurrences, or conditions: