“Material Adverse Effect” means a materially adverse effect on the Company’s business, condition (financial or other), properties, prospects or results of operations, taken as a whole, whether as a result of an act of God, fire, flood, accident, casualty, war, labor disturbance, legislation or other event, occurrence or non-occurrence, or the ability of the Seller or the Stockholders to consummate the transactions contemplated by this Agreement.

"Material Adverse Effect" means any event, occurrence, fact, condition or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to the business, results of operations, prospects, condition (financial or otherwise) or assets of the Company.

“Material Adverse Effect” means a material adverse effect on the business, assets, liabilities, financial condition, property or results of operations of the Company and its subsidiaries, taken as a whole.

“Material Adverse Effect” means a violation, inaccuracy, breach, default, failure to comply, change in circumstance, loss, effect, fact, agreement, arrangement, commitment, understanding or obligation which, as a result of the occurrence or existence thereof, has a material adverse effect on the business, operations, properties, financial condition, assets or results of operations of the Company taken as a whole, or that has a material, adverse effect on the ability of the Sellers to perform their obligations under this Agreement or any Ancillary Agreement or to consummate the transactions contemplated herein. However, a Material Adverse Effect, when used with respect to the Company, does not include a material adverse effect or impact on the business, operations, properties, financial condition, assets or results of operations of the Company that is caused by # one or more downturns in the economy, the securities markets, the financing markets or the credit markets in general which does not disproportionately affect the Company relative to other industry participants, # one or more downturns in the industries in which the Company operates which does not disproportionately affect the Company relative to other industry participants, # geopolitical conditions, acts of war, armed hostilities, sabotage or terrorism, or any escalation or worsening of any such conditions, acts of war, armed hostilities, sabotage or terrorism threatened or underway as of the date of this Agreement, # changes in applicable Legal Requirements, rules or regulations or any interpretation of the foregoing which does not disproportionately affect the Company relative to other industry participants, # changes in GAAP, # the announcement or consummation of the Closing of the transactions contemplated hereby or # the effect of any action or any failure to act taken by the Buyer contemplated by this Agreement.

As used in this Agreement, “Material Adverse Effect” means any event, circumstance or condition that has had or is reasonably expected to have a material adverse effect on the business, assets, liabilities, results of operations or condition (financial or otherwise) of the Company and the Subsidiaries taken as a whole or that would materially impair the Company’s ability to perform its obligations under this Agreement.

Material Adverse Effect. “Material Adverse Effect” means any change, effect or circumstance which, individually or in the aggregate, would reasonably be expected to # have a material adverse effect on the business, assets, financial condition or results of operations of the affected party, in each case taken as a whole or # materially impair the ability of the affected party to perform its obligations under this Agreement and the Transaction Agreements, excluding any change, effect or circumstance resulting from # the announcement, pendency or consummation of the transactions contemplated by this Agreement, # changes in the United States securities markets generally, or # changes in general economic, currency exchange rate, political or regulatory conditions in industries in which the affected party operates.

“Material Adverse Effect” means, with respect to any Party, any event, fact, condition, change, circumstance, occurrence or effect, which, either individually or in the aggregate with all other events, facts, conditions, changes, circumstances, occurrences or effects, (a) has had, or would reasonably be expected to have, a material adverse effect on the business, properties, assets, liabilities, condition (financial or otherwise), operations or results of operations of such Party or (b) does or would reasonably be expected to materially impair or delay the ability of such Party to perform their respective obligations under this Agreement and the Ancillary Documents or to consummate the transactions contemplated hereby and thereby; provided, however, that with respect to the Company or Parent, a Material Adverse Effect will not include any adverse effect or change resulting from any change, circumstance or effect relating to (A) the economy in general, (B) securities markets, regulatory or political conditions in the United States (including terrorism or the escalation of any war, whether declared or undeclared or other hostilities), (C) changes in applicable Laws or GAAP or the application or AZinterpretation thereof, (D) the industries in which the Company or Parent primarily operate and not specifically relating to the Company or Parent, (E) a natural disaster or the worsening thereof, and (F) the public announcement, pendency or completion of the transactions contemplated hereby (provided, that in the cases of [clauses (A) through (E)], the Company or Parent is not disproportionately affected by such event as compared to other similar companies and businesses in similar industries and geographic regions as the Company or Parent).

“Material Adverse Effect” means, with respect to a Person, any circumstance, change, event or effect that, individually or in the aggregate, is materially adverse to the business, operations, assets, liabilities, results of operations or financial condition of such Person, taken as a whole, or that prevents or materially impairs the ability of such Person to consummate the transactions contemplated by this Agreement, but shall exclude any circumstance, change, event or effect to the extent resulting or arising from # any change in United States or global economic or financial conditions or capital, banking, credit or financial markets generally, # any change in conditions in the United States or California natural gas storage business generally, including any changes in market prices for commodities, goods or services within such business, # any change in Law or GAAP or in the authoritative interpretations thereof or in regulatory guidance related thereto, # any effect caused by or resulting from the announcement or pendency of the transactions contemplated by this Agreement or the performance of obligations required or permitted by this Agreement or consented to in writing by [[Buyer:Organization]], in each case after taking into account all effective insurance coverages, third-party indemnifications and Tax benefits with respect to such effect, # any national or international event or occurrence, including changes in regulatory, social or political conditions, acts of war, sabotage or terrorism and # earthquakes, hurricanes, tornadoes or other natural disasters; provided, however that any change, event, circumstance, development or occurrence described in clauses (a) and (e) of this definition will be taken into account in determining whether a Material Adverse Effect has occurred to the extent it has a disproportionate effect on such Person compared to other participants in the industries in which such Person operates its business.

“Material Adverse Effect” means any event, occurrence, fact, condition or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to # the business, results of operations, condition (financial or otherwise) or assets

“Material Adverse Effect” means a violation, inaccuracy, breach, default, failure to comply, change in circumstance, loss, effect, fact, agreement, arrangement, commitment, understanding or obligation which, as a result of the occurrence or existence thereof, has a material adverse effect on the business, operations, properties, financial condition, assets or results of operations of the Company taken as a whole, or that has a material, adverse effect on the ability of the Company to perform its obligations under this Agreement or any Ancillary Agreement or to consummate the transactions contemplated herein. For purposes of this definition, “Material Adverse Effect” shall be deemed to occur whenever the effect of the changes in question would exceed Three Hundred and Ten Thousand Dollars ($310,000) individually or in the aggregate on an ongoing annualized basis. However, a Material Adverse Effect, when used with respect to the Company, does not include a material adverse effect or impact on the business, operations, properties, financial condition, assets or results of operations of the Company that is caused by # one or more downturns in the economy, the securities markets, the financing markets or the credit markets in general which does not disproportionately affect the Company relative to other participants in the industry in which the Company operates, # one or more downturns in the industries in which the Company operate which does not disproportionately affect the Company relative to other participants in the industry in which the Company operates, # geopolitical conditions, acts of war, armed hostilities, sabotage or terrorism, or any escalation or worsening of any such conditions, acts of war, armed hostilities, sabotage or terrorism threatened or underway as of the date of this Agreement, # changes in applicable Legal Requirements, rules or regulations or any interpretation of the foregoing which does not disproportionately affect the Company relative to other participants in the industry in which the Company operates, # changes in GAAP or # the effect of any action or any failure to act contemplated by this Agreement.