Material Adverse Change

Material Adverse Change. (a) a material adverse change in the business, operations or condition (financial or otherwise) of Company; or (b) a material impairment of (i) the prospect of repayment of any portion of this Note, (ii) the legality, validity or enforceability of this Note or the Merger Agreement, or (iii) the rights and remedies of Lender under this Note except as the result of the action or inaction of the Lender.

Material Adverse Change. Any event, change, condition or circumstance that, individually or in the aggregate, results in, or would be reasonably expected to result in, a material adverse change in the Assets, or the business, operations, results of operations or condition (financial or other) of the Business or the Pharmacies, taken as a whole; provided, however, that none of the following shall be deemed in themselves, either alone or in combination, to constitute, and none of the following shall be taken into account... in determining whether there has been or would reasonably be expected to be, a Material Adverse Change: any adverse change or effect attributable to (i) the announcement or pendency of the transactions contemplated by this Agreement; (ii) conditions affecting the industry in which the Seller participates, the United States economy as a whole or the capital markets in general or the markets in which the Seller operates; (iii) compliance with the terms of, or the taking of any action required by, this Agreement or any related transaction contemplated by this Agreement; (iv) any change in applicable Laws or the interpretation thereof; (v) actions required to be taken under applicable Laws; (vi) any change in United States generally accepted accounting principles or other accounting requirements or principles or any change in related Laws, rules or regulations or the interpretation thereof; (vii) natural disasters, epidemics or pandemics; (viii) the commencement, continuation or escalation of a war, material armed hostilities or other material international or national calamity or act of terrorism; or (ix) any matter set forth in the Disclosure Schedules to this Agreement; provided that the matters described above shall be included and taken into account in the term Material Adverse Change to the extent any such matter has a disproportionate impact on the Business or the Pharmacies taken as a whole, relative to other participants in the industry in which the Business and the Pharmacies operate. View More

Material Adverse Change. Any set of circumstances or events which occur, arise or otherwise take place from and after the Issuance Date which (a) has or could reasonably be expected to have any material adverse effect whatsoever upon the validity or enforceability of this Note or any other Transaction Document, (b) is or could reasonably be expected to be material and adverse to the business properties, assets, financial condition, results of operations or prospects of the Company or the Company and any of Subsidiaries... on a collective basis, (c) impairs materially or could reasonably be expected to impair materially the ability of the Company to duly and punctually pay or perform any its obligations under this Note or any other Transaction Document, or (d) materially impairs or could reasonably be expected to materially impair the ability of Holder, to the extent permitted, to enforce its legal rights and remedies pursuant to this Note or any other Transaction Document. View More

Material Adverse Change. Since any specified date or from the circumstances existing immediately prior to the happening of any specified event, a material adverse change in (a) the business, assets, financial condition of the Borrower and its Subsidiaries (on a consolidated basis), (b) the ability of the Borrower to perform material obligations under this Agreement or the other Subordinated Loan Documents, (c) the rights and remedies of the Subordinated Lender under this Agreement or the other Loan Documents, or (d)... the ability of the Borrower to operate or conduct business in all material respects in the manner in which it is currently operated View More