Material Adverse Effect

Material Adverse Effect. Shall mean a material adverse effect on the Business Condition of the corporate entity and its subsidiaries, taken as a whole, other than as a result of (i) general economic or industry conditions, or (ii) performance by such corporate entity of its obligations under this Agreement.

Material Adverse Effect. Means any event, circumstance or condition that, individually or in the aggregate, has a material adverse effect on (a) the business, property, assets, liabilities, condition (financial or otherwise), operations or results of operations of the Company or any of its Subsidiaries, (b) the ability of the Company to perform its obligations under any of the Transaction Documents, (c) the validity or enforceability of any of the Transaction Documents or (d) the rights and remedies of the Purchasers... under any of the Transaction Documents. View More

Material Adverse Effect. Means any change, effect or circumstance that is materially adverse to the business, assets, financial condition or results of operations of the Transferred Companies, taken as a whole, or that materially and adversely affects the ability of the Seller to perform its obligations under this Agreement and consummate the transactions contemplated hereby; 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 will be, a Material Adverse Effect: (i) any change, effect or circumstance that arises by reason of or relates to a general deterioration in the economy or in the industries in which the Transferred Companies operate (whether in the United States or in the foreign countries in which the Transferred Companies operate), (ii) any change, effect or circumstance that arises out of or relates to the disclosure of the fact that the Parent or the Buyer is the prospective acquiror of the Transferred Companies, (iii) any change, effect or circumstance that arises out of or relates to action taken by the Parent or any of its Affiliates (iv) any change, effect or circumstance to the extent attributable to the announcement or pendency of the transactions contemplated hereby (including any cancellations of or delays in customer orders, any reduction in sales, any disruption in supplier, distributor, partner or similar relationships or any loss of employees); (v) any adverse change, effect, event, occurrence, state of facts or development arising from or relating to any change in accounting requirements or principles imposed upon the Transferred Companies or any change in applicable laws, rules or regulations or the interpretation thereof, or (vi) any adverse change, effect, event, occurrence, state of facts or development arising from or relating to compliance with the terms of, or the taking of any action required by, this Agreement. View More

Material Adverse Effect. Any effect (individually or in the aggregate) that is, or could be reasonably expected to be materially adverse to the Business or Assets of the Seller (other than a change in national economic conditions generally) whether or not the result thereof would be covered by insurance that will or could reasonably be expected to result in Damages of $10,000 or greater.

Material Adverse Effect. With reference to a Person means a material adverse effect on the business, annual results of operations, or financial condition of such Person and its subsidiaries taken as a whole or a material adverse effect on such Person's ability to consummate the transactions contemplated hereby on a timely basis; provided, that, in determining whether a Material Adverse Effect has occurred, there shall be excluded any effect on the referenced Person the cause of which is (i) any change in banking laws,... rules or regulations of general applicability or interpretations thereof by courts or governmental authorities, (ii) any change in GAAP or to regulatory accounting requirements applicable to banks or their holding companies generally, (iii) any action or omission of CNB or CNB Bank taken with the prior written consent of NBT or NBT Bank, or of NBT or NBT Bank taken with the prior written consent of CNB or CNB Bank, or (iv) any changes in general economic conditions affecting banks or their holding companies. View More

Material Adverse Effect. Means (i) a material adverse effect on the business, operations, results of operations, assets, liabilities or condition of Borrower, (ii) the impairment of Borrower's ability to perform its obligations under this Agreement or any other present or future documents or agreements between Borrower and Silicon, or of Silicon to enforce the Obligations or realize upon the Collateral, or (iii) a material adverse effect on the value of the Collateral or the amount which Silicon would be likely to... receive in the liquidation of the Collateral. View More

Material Adverse Effect. With respect to an entity means any circumstance, change in, or effect on such entity or any of its Subsidiaries that, individually or in the aggregate with any other circumstances, changes in, or effects on such entity or any of its Subsidiaries, (i) is or is reasonably likely to be materially adverse to the condition (financial or otherwise), business, properties, results of operations or prospects of such entity and its Subsidiaries, taken as a whole, or (ii) could adversely affect the... ability of such entity to perform its obligations hereunder or consummate the transactions contemplated hereby. View More

Material Adverse Effect. Any material adverse effect on (i) the assets or properties, liabilities, financial condition, business or operations of Borrowers taken as a whole on a consolidated basis or from those reflected in the consolidated Financial Statements of Panhandle or from the facts represented or warranted in this Agreement, or (ii) the ability of Borrowers to carry out their businesses taken as a whole on a consolidated basis as of the effective date of this Agreement or as ... proposed at the date of this Agreement to be conducted or to meet its obligations under the Loan Documents on a timely basis. View More

Material Adverse Effect. Means, with respect to any Person, a material adverse effect on the business, operations, Assets, condition (financial or otherwise), operating results, liabilities or prospects of such Person and its Subsidiaries, if any, taken as a whole.

Material Adverse Effect. Means a material adverse effect on ----------------------- (i) the condition (financial or otherwise), business, assets, results of operations or prospects of the Company and its subsidiaries, taken as a whole; (ii) the ability of the Company to perform any of its material obligations under the terms of this Agreement and the Related Agreements; (iii) the rights and remedies of Tail Wind under the terms of this Agreement and the Related Agreements; or (iv) any of the... Collateral. 13 View More