Material Adverse Effect

Material Adverse Effect. Any event, change, effect, fact, circumstance or other occurrence that, individually or in the aggregate, is materially adverse to (a) the operations or condition (financial or otherwise) of the Assets or Assumed Liabilities taken as a whole, other than any such change or effect to the extent resulting from (i) any change, event, fact, circumstance or occurrence generally affecting the industry in which the Business is operated; (ii) general economic or securities market conditions in the... United States or internationally; (iii) changes in laws, regulations, or accounting principles applicable to the Business, the Assets or the Assumed Liabilities; (iv) natural disasters or acts of terrorism or war (whether or not declared); (v) the public announcement of this Agreement; (vi) the loss of any employees, officers, managers, brokers, financial advisors, consultants, customers, client, business, value or following the announcement of this Agreement or the transactions contemplated hereby; or (vii) any action or omission of Buyer, or (b) the ability of Seller to perform, in general, its obligations under this Agreement or to consummate the transactions contemplated hereby. View More

Material Adverse Effect. Any event, circumstance, development, condition, occurrence, state of facts, change or effect that is or is reasonably likely to be materially adverse to the (A) legality, validity or enforceability of this Agreement, (B) the results of operations, business, financial condition or prospects of the Company and its Subsidiaries, taken as a whole, or (C) any adverse impairment to the Company's ability to perform in any material respect on a timely basis its obligations under this Agreement;... provided, that in determining whether a Material Adverse Effect has occurred, there shall be excluded any effect to the extent resulting from the following: (i) changes, after the date hereof, in U.S. GAAP or regulatory accounting principles generally applicable to banks, savings associations or their holding companies, (ii) changes, after the date hereof, in applicable Laws or interpretations thereof by any Governmental Authority, (iii) actions or omissions of the Company expressly required by the terms of this Agreement or taken with the prior written consent of the Investor, (iv) changes, after the date hereof, in general economic, monetary or financial conditions, (v) changes in the market price or trading volumes of the Common Stock (but not the underlying causes of such changes), (vi) changes in global or national political conditions, including the outbreak or escalation of war or acts of terrorism and (vii) the public disclosure of this Agreement or the transactions contemplated hereby; except, with respect to clauses (i), (ii), (iv) and (vi), to the extent that the effects of such changes have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, relative to other similarly situated banks, savings associations or their holding companies generally View More

Material Adverse Effect. Means an event or circumstance that constitutes a material adverse effect on (a) the business, operations or condition, financial or otherwise, of the Applicant and the Subsidiaries taken as a whole, (b) the ability of the Applicant to perform any of its material obligations under the Credit Agreement or this Agreement or (c) the legality, validity, binding effect or enforceability against the Applicant of the Credit Agreement or this Agreement.

Material Adverse Effect. Any change in the capital stock or long-term debt of the Company or any of its subsidiaries or any material adverse change, or any development that is reasonably likely to result in a material adverse change, in or affecting the business, business prospects, management, financial position, stockholders' equity or results of operations of the Company and its subsidiaries taken as a whole

Material Adverse Effect. Shall mean any material adverse effect on the assets, business, results of operations or condition (financial or otherwise) of the Companies taken as a whole.

Material Adverse Effect. A material adverse effect on (i) the business operations or financial condition of Borrower and its Subsidiaries taken as a whole, (ii) the ability of Borrower to repay all debt, principal, interest, expenses and other amounts owed to Bank by Borrower pursuant to this Agreement, the Revolving Line of Credit Note and the other Loan Documents, or to otherwise perform its material obligations under the Loan Documents, or (iii) Borrower's interest in, or the value, perfection or priority of Bank's... security interest or lien in, the collateral described in Section 2.10 hereof View More

Material Adverse Effect. Any change, circumstance or effect individually or in the aggregate with all other changes, circumstances and effects, that is or would be reasonably likely to be materially adverse to the business, operations, assets, liabilities, and financial condition of the Bank, taken as a whole, or the right or ability of any Company to consummate any of the transactions contemplated hereby; provided, however, none of the following shall be deemed in themselves, either alone or in combination, to... constitute a Material Adverse Effect: (i) any changes in general United States or global economic, regulatory or political conditions generally and which do not have a disproportionately adverse effect upon the Companies; (ii) any changes affecting the banking industry in general and which do not have a disproportionately adverse effect upon the Companies; or (iii) actions contemplated by the parties in connection with, or attributable to, the announcement of this Agreement and the transactions contemplated hereby (including but not limited to loss of personnel, customers or suppliers or the delay or cancellation of orders for products). View More

Material Adverse Effect. Any change, effect or circumstance that, individually or when taken together with all other such changes, effects or circumstances that have occurred prior to the date of determination of the occurrence of the Material Adverse Effect, is or is reasonably likely to materially delay or prevent the consummation of any of the transactions contemplated by this Agreement

Material Adverse Effect. A material adverse effect on (a) the business, properties, assets, condition (financial or otherwise), results of operations, or prospects of (i) the Loan Parties, taken as a whole, or (ii) if so specified, the Borrower or any Guarantor, (b) the ability of any Loan Party to perform any of its obligations under the Loan Documents, or (c) the validity or enforceability of any of the Loan Documents or the rights or remedies of the Administrative Agent or the Lenders thereunder. Notwithstanding the... foregoing, none of the financial condition, events or circumstances described in the Borrower's unaudited balance sheet and income statement for the period ending on November 30, 2007 heretofore furnished to the Lenders and/or the Borrower's report on Form 10Q for the fiscal quarter ended August 31, 2007 constitutes or will constitute a Material Adverse Effect. View More

Material Adverse Effect. The term "Material Adverse Effect" shall mean a material adverse effect on (a) the business, prospects, operations, results of operations, assets, liabilities or condition (financial or otherwise) of any Borrower, (b) the Collateral, (c) any Borrower's ability to perform its obligations under the Loan Documents, or (d) the rights and remedies of the Lender hereunder, in each case as determined by the Lender in its discretion.