Buyer Material Adverse Effect

Buyer Material Adverse Effect. Means any fact, circumstance, occurrence, change, or development which has a material adverse effect on the business, assets, liabilities, prospects, capitalization, or condition (financial or otherwise), of Buyer and its Subsidiaries, taken as a whole, or on the ability of Buyer to consummate the Transactions in accordance with the terms of this Agreement and the Documents; provided, however, that none of the following shall be deemed, either alone or in combination, to constitute, and none of... the following shall be taken into account in determining whether there has been or will be a Buyer Material Adverse Effect: any fact, circumstance, occurrence, change or development primarily arising out of or resulting from: (A) changes, after the date hereof, in laws, rules or regulations of general applicability or interpretations thereof by any courts or Governmental Authority; (B) changes, after the date hereof, in global or national political conditions or in general U.S. economic or market conditions affecting Buyer's business; or (C) public disclosure of the transactions contemplated hereby, including the impact thereof on customers, suppliers, licensors, and employees. View More

Buyer Material Adverse Effect. Means any change in or effect on the business, operations, prospects or condition (financial or otherwise) of the Buyer and its Subsidiaries (taken as a whole) 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 business, operations, prospects or condition (financial or otherwise) of the Buyer and its Subsidiaries... (taken as a whole). View More