Material Adverse Effect

Material Adverse Effect. Shall mean, with respect to the Company, any change, effect, event or condition that has had or could reasonably be expected to have a material adverse effect on the assets, business, results of operations, business prospects, or condition (financial or otherwise) of the Company. With respect to Purchaser, a "Material Adverse Effect" shall mean any change, effect, event or condition 2. that has had or could reasonably be expected to have a material... adverse effect on the assets, business, results of operations, business prospects, or condition (financial or otherwise) of Purchaser and its subsidiaries, taken as a whole. Any change in the market price or trading volume of Purchaser's common stock shall not in and of itself be deemed to be a Material Adverse Effect. View More

Material Adverse Effect. Shall mean any act, occurrence, fact, event, omission or circumstance which in the reasonable judgment of an experienced, prudent business person would (a) materially reduce the value of the business of GeoMed, or (b) result in a decision not to consummate the Contemplated Transactions on the terms and conditions set forth in this Agreement.

Material Adverse Effect. A material adverse effect on (i) the business, operations, property, condition (financial or otherwise) or prospects of either Borrower, (ii) the ability of either Borrower to perform its obligations under this Agreement, the Notes or any of the other Loan Documents, or (iii) the validity or enforceability of this Agreement, any of the Notes, or any of the other Loan Documents or the rights or remedies of the Bank hereunder or thereunder.

Material Adverse Effect. Shall mean a material adverse effect on (i) the business, assets, liabilities (contingent or otherwise), operations, conditions (financial or otherwise), or prospects of the Borrowers, (ii) the rights of Lender under this Agreement or the Note (including the enforceability of Lender's Lien or other rights granted herein), or (iii) the ability of the Borrowers to pay the Loan or perform their other obligations in this Agreement and the Note.

Material Adverse Effect. Means a material adverse event, change, effect, development, condition or occurrence on or with respect to the business, operations or financial condition of the Company and its Subsidiaries, taken as a whole; provided, however, except (other than in clauses (A), (B), (C), (D), (H), (I) and (J) below) to the extent such changes have a materially disproportionate effect on the Company and its Subsidiaries, taken as a whole, when compared to other companies operating in the same industries in... which the Company or its Subsidiaries operate, that Material Adverse Effect shall not be deemed to include any event, change, effect, development, condition or occurrence to the extent resulting from any one or more of the following: (A) changes in general economic conditions, the securities or financial markets, the gaming industry generally or in any specific jurisdiction or regulatory, legislative or other political conditions or developments; (B) public disclosure of the Transaction Agreements or of the transactions contemplated by the Transaction Agreements (the "Transactions"); (C) any taking of any action specifically required by the Transaction Agreements; (D) changes in Law (other than a change in Law enacted by the State of Illinois, the State of Indiana, the State of West Virginia or the Commonwealth of Pennsylvania prohibiting all gaming activities which are currently permitted therein) or GAAP, or the interpretation thereof; (E) any outbreak or escalation of hostilities or war or any act of terrorism; (F) any weather-related or other force majeure event; (G) any outbreak of illness or other public health-related event; (H) any divestiture or disposition of any assets or operations of the Company or any of its Subsidiaries which, as of the date of this Agreement, the Company and its Subsidiaries have committed to make to satisfy any Gaming Authority; (I) changes in the share price or trading volume of the Common Stock or the failure of the Company to meet projections or forecasts (unless due to a circumstance which would separately constitute a Material Adverse Effect); or (J) any litigation alleging breach of fiduciary duty or other violation of applicable Law relating to the Merger Agreement, the Merger, the Transaction Agreements or the Transactions. View More

Material Adverse Effect. Means a material adverse effect on the business, financial condition, operations, or results of operations of Target and, solely with respect to the debarment and suspension issue addressed in Section 4(v)(iii) of the Disclosure Schedules and in Section 7(a)(ix) herein, on Buyer and its Affiliates.

Material Adverse Effect. Means a material adverse effect on (a) the business, assets, operations or financial condition of Borrower, (b) the ability of Borrower to pay the Obligations in accordance with their terms, or (c) the perfection or priority of Lender's first lien on and security interest in the Collateral (as defined in this Agreement) or the value of such Collateral.

Material Adverse Effect. Means any event, occurrence or development that has had, or that could reasonably be expected to have, individually or in the aggregate with other events, occurrences or developments, a material adverse effect on the assets, liabilities (contingent or otherwise), business, affairs, operations, prospects or condition (financial or otherwise) of the Company.

Material Adverse Effect. Shall mean a material adverse effect upon (i) the business, operations, condition (financial or otherwise), performance or properties of the Company or any of its Subsidiaries, (ii) the Company's ability to perform its obligations under any of the Related Agreements, or (iii) the validity or enforceability of, or the Investor's rights and remedies under, this Purchase Agreement or any of the other Related Agreements.

Material Adverse Effect. Means (a) a material adverse effect on the properties, assets, businesses, affairs, results of operations or financial condition of the Company and its Subsidiaries, considered as a whole or (b) the effect of preventing or materially interfering with the Company's ability to consummate the Transactions; provided, however, that no effect resulting, individually or in the aggregate, from macro-economic events or general market-related... changes shall be a Material Adverse Effect unless the Company is affected by such events or changes in a manner that is substantially disproportionate when compared to competitor or peer businesses. -4- View More