Material Adverse Effect

Material Adverse Effect. Individually or collectively, a material adverse effect on, or a material adverse change in, or group of such effects on or changes in, (i) the business, financial condition, results of operations, assets or liabilities of the Company and its Subsidiaries, taken as a whole, or (ii) the ability of the Company to perform its obligations under or with respect to this Agreement or any Note

Material Adverse Effect. Shall mean (i) an adverse condition or event material to, (ii) a material adverse effect on, or (iii) a material adverse change in, as the case may be, any one or more of the following: (A) the business, assets, results of operations, financial condition or prospects of HCPI or the Down REIT Sub, as the case may be, or (B) the ability of HCPI or the Down REIT Sub, as the case may be, to perform its obligations under any material contract to which it is a party.

Material Adverse Effect. Shall mean an effect on the business, operations, assets, liabilities, results of operations, cash flows or condition (financial or otherwise) of the Company which is material and adverse.

Material Adverse Effect. Any change in the Home Health Assets that would affect the Home Health Business materially and adversely, including but not limited to, material changes in its business condition or financial condition.

Material Adverse Effect. Any change in the financial condition of Sellers or operation of their business prior to the Effective Date that would materially effect the Sellers' Business adversely and result in a decrease of annual NIFO by $250,000.

Material Adverse Effect. Any set of circumstances or events which (i) has an adverse effect upon the validity, performance or enforceability of this Agreement or any other Loan Documents and (a) has a material and adverse impact on the financial condition or business operations of Borrower and (b) has also materially impaired the ability of Borrower to perform its obligations under this Agreement or any other Loan Documents, or (ii) constitutes an Event of Default

Material Adverse Effect. A material adverse effect on (i) the business operations, assets or condition (financial or otherwise) of any Borrower, (ii) the ability of any Borrower to repay the Obligations or otherwise perform its obligations under the Transaction Documents (other than the Warrant), or (iii) the value, perfection or priority (except with respect to Permitted Liens) of Lender's security interest in the Collateral

Material Adverse Effect. Shall mean any event, circumstance, condition, development or effect that, individually or in the aggregate with other events, circumstances, conditions, developments and effects, has a material adverse effect on the assets, liabilities, properties, results of operations, condition (financial or otherwise), prospects or business of the Company and its Restricted Subsidiaries taken as a whole.

Material Adverse Effect. Such facts, circumstances, events or changes that are, individually or in the aggregate, materially adverse to (i) the business, financial condition, assets or continuing operations of the Company and its Subsidiaries taken as a whole or (ii) the Company's ability to perform 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: (A) changes, after the date... hereof, in GAAP, (B) changes, after the date hereof, in applicable laws, rules and regulations or interpretations thereof by any court, administrative agency or other governmental authority, whether federal, state, local or foreign, or any applicable industry self-regulatory organization that would impact the Company's ability to fulfill its obligations under the Transaction Agreements, (C) changes, after the date hereof, in general economic, monetary or financial conditions, (D) changes in the market price or trading volumes of the Common Stock (excluding the underlying causes of such changes), (E) changes in global or national political conditions, including the outbreak or escalation of war or acts of terrorism and (F) the public disclosure of this Agreement or the transactions contemplated hereby; except, with respect to clauses, (B), (C) and (E), 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 companies generally View More

Material Adverse Effect. Any effect, change, development, event or circumstance that, considered together with all other effects, changes, developments, events or circumstances, is or could reasonably be expected to be or to become materially adverse to, or has or could reasonably be expected to have a result in a material adverse effect on, (a) the business, assets (including intangible assets), liabilities, financial condition, property or results of operations of the Company and its subsidiaries, taken as a whole,... (b) the ability of the Company to consummate the transactions contemplated by this Agreement or to perform any of its obligations under the Loan Documents or (c) the rights or benefits explicitly granted to the Purchaser in this Agreement or the Loan Documents View More