Closing Date Material Adverse Effect. No Closing Date Material Adverse Effect shall have occurred since July 29, 2019.
Closing Date Material Adverse Effect. Except as otherwise contemplated by the Acquisition Agreement, since the date of the Acquisition Agreement, there has been no development, change, event or occurrence that, individually or in the aggregate, has had, or is reasonably likely to have, an Acquired Business Material Adverse Effect.
Closing Date Material Adverse Effect. Since June 6, 2017, there shall have not been an event, change, effect or circumstance that, individually or in the aggregate has had, or that would reasonably be expected to result in, a Closing Date Material Adverse Effect.
Closing Date Material Adverse Effect. Since December 3, 2015, there has not been, nor is there reasonably expected to be, a Closing Date Material Adverse Effect.
Closing Date Material Adverse Effect. Except as set forth on Section 3.1(q) of the Company Disclosure Schedule (as defined in the Acquisition Agreement) (it being understood that the information disclosed in one subsection of the Company Disclosure Schedule shall be deemed to be included in each other subsection of the Company Disclosure Schedule with respect to which the relevance of such information thereto would be reasonably apparent) or as disclosed in the Company SEC Documents (as defined in the Acquisition Agreement) filed by the Target with, or furnished by the Target to, the Securities and Exchange Commission since March, 16, 2009 and at least two Business Days (as defined in the Acquisition Agreement) prior to May 4, 2011, and publicly available as of May 4, 2011 (excluding any cautionary, predictive or forward-looking statements set forth in any section of such Company SEC Documents, including any statements in any section captioned “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements”), and subject to the limitation set forth in subsection (x) of Section 3.1 of the Acquisition Agreement, since January 1, 2011 there shall not have been any change, circumstance or event which, individually or in the aggregate, has had, or would reasonably be expected to have, a Closing Date Material Adverse Effect on the Target, regardless of whether such change, event, occurrence, state of fact or development arose out of facts or circumstances known by any of the parties to the Acquisition Agreement. Since May 4, 2011, there shall not have been an effect, change, event or occurrence that has had or would reasonably be expected to have a Closing Date Material Adverse Effect on the Target.
Closing Date Material Adverse Effect. Since June 30, 2006, there shall not have occurred any change, event, occurrence, development or circumstance which, individually or in the aggregate, constitutes a Closing Date Material Adverse Effect. For purposes of this clause (q), “Closing Date Material Adverse Effect” means a material adverse effect on the business, results of operations, properties or assets of the Borrower and its Subsidiaries, taken as a whole, provided, however, that a “Closing Date Material Adverse Effect” shall not include the impact on such business, results of operations, properties or assets arising out of or attributable to (i) effects or conditions that generally affect the industries in which the Borrower and its Subsidiaries operate (including legal and regulatory changes), (ii) general economic conditions, (iii) effects or conditions resulting from changes affecting capital market conditions in the United States, (iv) effects or conditions resulting from an outbreak or escalation of hostilities, acts of terrorism, political instability or other national or international calamity, crisis or emergency, or any governmental or other response to any of the foregoing, in each case whether or not involving the United States, (v) effects or conditions arising from changes in laws or accounting principles, (vi) effects or conditions resulting from compliance with the terms and conditions of the Stock Purchase Agreement by the sellers party thereto, the Borrower or the Borrower’s Subsidiaries (other than compliance with Article 2 thereof or compliance with the Borrower’s and its Subsidiaries’ obligations under Section 7.1 thereof to conduct their business and operations in the ordinary course) or consented to in writing by Holdings (prior to the Closing Date) or (vii) any breach of the Stock Purchase Agreement by Holdings, except, in the case of clauses (i) through (v), to the extent such matters have an effect on the Borrower and its Subsidiaries that is disproportionate to the effect on other similarly situated participants in their industry.
Closing Date Material Adverse Effect. Since the date of the Merger Agreement, there shall not have occurred, and the Target has not incurred or suffered, any Closing Date Material Adverse Effect.
Closing Date Material Adverse Effect. No “Material Adverse Effect” (as defined in the Transaction Agreement) shall have occurred since the date of the Transaction Agreement that is continuing and that results in a failure of a condition precedent to the Parent’s obligation to consummate the Transaction pursuant to the terms of the Transaction Agreement. Notwithstanding the foregoing, to the extent any Lien search or Collateral (including the creation or perfection of any security interest) is not or cannot be provided on the Closing Date (other than (i) a Lien on Collateral of any Credit Party that may be perfected solely by the filing of a financing statement under the UCC and (ii) a pledge of the Capital Stock of the Parent Borrower, to the extent certificated, with respect to which a Lien may be perfected on the Closing Date by the delivery of a stock or equivalent certificate, together with a related stock or equivalent power executed in blank) after the Parent Borrower’s use of commercially reasonable efforts to do so without undue burden or expense, then the provision of any such Lien search and/or the provision and/or perfection of such Collateral shall not constitute a condition precedent to the availability and initial funding of the Loans on the Closing Date but may, if required, instead be delivered and/or perfected 90 days (or, in the case of real property and related fixtures, 120 days) after the Closing Date (or, in the case of any possessory collateral, the date upon which stay at home, social distancing and other COVID-19 related measures limiting physical interaction are lifted (including taking into account any quarantine, “shelter in place,” “stay at home,” workforce reduction, facility capacity limitation, social distancing, shut down, closure, sequester, safety or similar applicable law, directive, guidelines or recommendations promulgated by any governmental authority, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with or in response to the disease known as “COVID-19”, including the CARES Act and Families First Act) which in any event shall not exceed 180 days after the Closing Date; provided that if such measures are lifted and later reinstated, they will be deemed to not have been lifted for purposes hereof) pursuant to arrangements to be mutually agreed between the Parent Borrower and the Collateral Agent and subject to extensions as are reasonably agreed by the Administrative Agent. This paragra...
Closing Date Material Adverse Effect. Since March 1, 2012, there have not been any facts, circumstances, events, changes, effects or occurrences that have had or would reasonably be expected to have, individually or in the aggregate, a Closing Date Material Adverse Effect (as defined below); provided, however, that facts, circumstances, events, changes, effects or occurrences that are set forth in the Company Disclosure Schedule (as defined in the Merger Agreement), to the extent that it is reasonably apparent that such disclosure is relevant, will not be taken into account for purposes of determining whether a Closing Date Material Adverse Effect has occurred. “Closing Date Material Adverse Effect” shall mean any fact, circumstance, event, change, effect or occurrence (whether or not constituting any breach of a representation, warranty, covenant or agreement set forth in the Merger Agreement) that (i) has had or would reasonably be expected to have a material adverse effect on the assets, properties, liabilities, business, results of operation or financial condition of the Company and its Subsidiaries, taken as a whole, but will not include facts, circumstances, events, changes, effects or occurrences to the extent, or to the extent attributable to: (A) generally affecting the greeting card or social expressions industry in the geographies in which the Company operates, (B) generally affecting the economy, credit or financial markets in the geographies in which the Company operates, (C) changes after the date of the Merger Agreement in Law or in generally accepted accounting principles or in accounting standards, or any regulatory and political conditions or developments, (D) the announcement of the Merger Agreement or the consummation of the Merger (other than for purposes of any representation or warranty contained in Sections 3.3(b)-(c) of the Merger Agreement), (E) acts of war or military action, sabotage or terrorism, or any escalation or worsening of any such acts of war or military action, sabotage or terrorism, (F) earthquakes, hurricanes, tornados or other natural disasters, except, in the case of each of clauses (A), (B), (C), (E) and (F), to the extent any fact, circumstance, event, change, effect or occurrence disproportionately impacts the assets, properties, business, results of operation or financial condition of the Company and its Subsidiaries, taken as a whole, relative to other participants in the industries in which the Company and its Subsidiaries operate, (G) any action...
Closing Date Material Adverse Effect. (i) Since the date of the Merger Agreement, no Material Adverse Effect (as defined in the Merger Agreement) with respect to NorthStar Asset Management shall have occurred and (ii) since the date of the Merger Agreement, no Material Adverse Effect (as defined in the Merger Agreement) with respect to NorthStar Realty shall have occurred.
