Material Adverse Change

Material Adverse Change. Shall mean (a) an Event of Default, (b) the termination of any material agreement to which Borrower is a party which has a material adverse effect on the operations or condition of Borrower, or (c) material impairment of Borrower's ability to perform any of its Obligations under the Agreement and the Note(s), taken as a whole. A Material Adverse Change shall be deemed to have occurred if the cumulative effect of an individual event and all other then-existing events would result in a Material... Adverse Change. View More

Material Adverse Change. Means any change in or effect on the Purchased Assets or the Business that is, individually or in the aggregate, materially adverse to the business, assets, operation, prospects, condition (financial or otherwise) or results of operations of the Business or the Purchased Assets; provided, however, that a Material Adverse Change shall not include any change in or effect to the extent that it results indirectly or directly from (i) the loss of any customer, the cancellation or termination of any... Material Business Contract with any customer of Netzee, or any potential or threatened customer loss or cancellation or termination of such Material Business Contract where such loss or threatened loss, cancellation or termination (a) has been disclosed on Schedule 6.6(b) or (b) was directly or indirectly caused by any communication by or on behalf of Certegy, or any of its Affiliates, to such customer or other party to such Material Business Contract; (ii) any changes in Law; or (iii) any change in generally applicable economic, business or financial market conditions. View More

Material Adverse Change. Means a change that materially impairs the ability of MDC to carry on its business. A Material Adverse Change would not include a continuing deterioration of MDC's subscriber base, or a continuing increase in MDC's churn rate.

Material Adverse Change. (i) a change with respect to OMNICELL or GE from the date of this Agreement that is materially adverse to (a) the financial condition of OMNICELL or (b) the financial condition of GE, or (ii) as to OMNICELL or GE, its insolvency, inability to pay debts as they mature, failure to operate as a going concern, filing by it under Title 11 of the United States 1. Code or any successor or similar federal or state... statute, assignment for the benefit of creditors, appointment of a receiver, dissolution. View More

Material Adverse Change. Means any circumstance, change in, or effect on the condition (financial or otherwise), business, assets or results of operations of the BFSC Entities and/or the Recapitalized BFSC Entities (as applicable), which, either individually or in the aggregate: (a) is or is reasonably likely to be materially adverse to the pre-Closing business, operations, assets, liabilities, employee relationships, distribution, customers or supplier relationships, results of operations or the condition (financial... or otherwise) of the BFSC Entities, or (b) could materially adversely affect the ability of the Recapitalized BFSC Entities to operate or conduct their on-going post-Closing business operations. View More

Material Adverse Change. Shall mean with respect to any Person, a material adverse change in the business, operations, property, condition (financial or otherwise) or prospects of such Person or (b) the validity or enforceability of this or any of the other documents to which such Person is a party or the rights or remedies of the Lender thereunder or hereunder.

Material Adverse Change. Shall mean a change or a development that has or would reasonably be expected to have a Material Adverse Effect.

Material Adverse Change. Means any change relating to the Business or the Assets which has a Material Adverse Effect.

Material Adverse Change. Shall mean: (i) with respect to Guarantor, having consolidated net worth of less than $800,000,000 ($US) as presented in its financial statements and having a Standard & Poor's rating lower than BBB-; (ii) with respect to MCV having less than $60 million Cash Reserves as reported in the Liquidity Section of Midland Cogeneration Venture's annual 10K report and quarterly 10Q report; and ... (iii) with respect to Midland Funding Corp. 1 having a Standard & Poor's rating lower than BBB-. Cash Reserves equal the total Cash Reserves as reported less the funds restricted for rental payments (presently $137,000,000) and funds restricted for management nonqualified plans (presently $1,800,000). View More

Material Adverse Change. Shall mean, with respect to any party, any material adverse change in the business, properties, results of operations or financial condition of such party and its consolidated subsidiaries taken as a whole.