Material Adverse Effect

Material Adverse Effect. Means any material adverse effect on the business, properties, assets, operations, results of operations, condition (financial or otherwise) or prospects of the Debtor and its Subsidiaries, taken as a whole, or on the transactions contemplated by the Guaranty, the Credit Agreement or the Merger and Share Exchange or by the agreements and instruments to be entered into in connection therewith, or on the authority or ability of the Debtor to perform its obligations under the Guaranty, the Credit... Agreement or the agreements related to the Merger and Share Exchange. View More

Material Adverse Effect. Means a material adverse effect upon the business, financial condition, results of operation, properties or operations of the Company and its Subsidiaries (or an Eligible Client and its subsidiaries, as applicable or an Eligible Contract) taken as a whole,

Material Adverse Effect. Means any event, matter, condition or circumstance which: (i) has or would reasonably be expected to have a material adverse change on NorthTech 's business, prospects, operating results or financial condition; (ii) would materially impair the ability of NorthTech to perform or observe its obligations under or in respect of the Transaction Documents; or (iii) materially affects the legality, validity, binding effect or enforceability of any of the Agreement or the Note.

Material Adverse Effect. Has the meaning given to that term in the Reimbursement Agreement.

Material Adverse Effect. Means (i) a material adverse effect upon the business, operations, liabilities (whether contractual, environmental or otherwise), properties, assets, condition (financial or otherwise) or prospects of the Debtors taken as a whole or (ii) the material impairment of the ability of any Debtor to perform the obligations of the Debtors under the Note.

Material Adverse Effect. Means a material adverse effect on the business, operations, property or financial condition of a Person and its Subsidiaries taken as a whole.

Material Adverse Effect. The meaning set forth in paragraph 1(c) hereof.

Material Adverse Effect. Means a material adverse effect on (i) the business, assets, operations, prospects or financial or other condition of Borrower and its subsidiaries, taken as a whole and considered in light of Borrower's financial condition as in existence on the date hereof; (ii) the ability of Borrower to pay or perform the Obligations in accordance with the terms of this Agreement and the other Credit Documents considered in light of Borrower's financial condition as in existence on the date hereof; (iii)... the rights and remedies of Lender under this Agreement, the other Credit Documents or any related document, instrument or agreement; or (iv) the value of the Collateral considered in light of Borrower's financial condition as in existence on the date hereof, Lender's security interest in the Collateral or the perfection or priority of such security interests; provided, however, that, in no event shall any of 3 the following, alone or in combination, be deemed to constitute, nor taken into account in determining whether a Material Adverse Effect has occurred: (i) the announcement or pendency of the transactions contemplated by this Agreement and the other Credit Documents, (ii) compliance with the terms and conditions of this Agreement and the other Credit Documents, (iii) any change in accounting requirements or principles or any change in applicable laws, rules or regulations or the interpretation thereof or (iv) any litigation or other similar proceeding arising out of or in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby and thereby. View More

Material Adverse Effect. Means any change, effect, event, occurrence or development that (i) results or is reasonably likely to result in a reduction in annual EBIT (earnings before interest and taxes) of Borrower and its subsidiaries, on a consolidated basis, of $500,000 or more; (ii) precludes Borrower from performing its non-monetary Obligations in accordance with this Agreement and the other Credit Documents; (iii) causes a reduction in the value of the Collateral by more than $500,000 from its value on the date... hereof; or (iv) causes the loss of Lender's security interest in the Collateral or Lender's perfection or priority of such security interests; provided, however, that, in no event shall any of the following, alone or in combination, be deemed to constitute, nor taken into account in determining whether a Material Adverse Effect has occurred: (i) the announcement or pendency of the transactions contemplated by this Agreement and the other Credit Documents, (ii) compliance with the terms and conditions of this Agreement and the other Credit Documents, (iii) any change in accounting requirements or principles or any change in applicable laws, rules or regulations or the interpretation thereof, (iv) any litigation or other similar proceeding arising out of or in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby and thereby, (v) any change, event, occurrence or development arising from or relating to 3 general business or economic conditions, or (vi) any change, event, occurrence or development relating to or affecting the technology industry generally. For the avoidance of doubt, if Borrower's actual annual EBIT for any 12-month period reflects a shortfall of $500,000 or more from the projected EBIT set forth in any of the projections delivered to the Lender pursuant to Section 5.11, such shortfall, in and of itself, shall not be deemed to constitute a Material Adverse Effect. View More

Material Adverse Effect. Shall mean a material adverse change in, or a material adverse effect upon, any of: (a) the operations, business, properties, condition (financial or otherwise) or prospects of the Company; (b) a material impairment of the ability of the Company or the Guarantor to perform under any Loan Document to which it is party and to avoid any Event of Default; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability of any Loan Document or the perfection or priority... of the Lender's security interest in the Collateral. View More