Material Adverse Effect

Material Adverse Effect. Means any fact, event, or circumstance that, alone or when taken with other events or conditions occurring or existing concurrently with the event or condition: (i) has or is reasonably expected to have a material adverse effect on or materially impairs the ability of Borrower to pay and perform its obligations under the Loan Documents; (ii) materially impairs the ability of Lender to enforce its rights and remedies under any Loan Documents; or (iii) has or is reasonably expected to have any... material adverse effect on the Property, the liens in favor Lender or the priority of the liens in favor Lender. View More

Material Adverse Effect. Shall mean any event, circumstance, condition, development or occurrence causing, resulting in or having (or with the passage of time is likely to cause, result in or have) a material adverse effect on the Properties, or operations or conditions (financial or otherwise) relating thereto, taken as a whole; provided, however, that any changes in oil, gas or other hydrocarbon commodity prices or any event or condition impacting the energy industry or the economy in general (in each case) shall not... be deemed a Material Adverse Effect. View More

Material Adverse Effect. Means a material adverse effect on (i) the financial condition of Debtor taken as a whole with its subsidiaries, or (ii) the ability of Debtor to perform its obligations under the Loan Documents.

Material Adverse Effect. Means, with respect to a Person, a material adverse effect on the condition (financial or otherwise), business, assets or results of operations (considered on a consolidated basis) of such Person.

Material Adverse Effect. The term "Material Adverse Effect" has the meaning set forth in Section 3.1(a) of this Agreement.

Material Adverse Effect. Means any change, effect, condition, factor, or circumstance that, individually or in the aggregate with other changes, effects, conditions, factors, or circumstances, is or is reasonably likely to be materially adverse to the business, results of operations, prospects, properties, condition (financial or otherwise), assets, or liabilities of the Borrower and its Subsidiaries taken as a whole; provided, however, that for purposes of determining whether there has been or is reasonably likely to... be a "Material Adverse Effect" in no event shall there be taken into account any change, effect, condition, factor, or circumstance resulting from or relating to a matter affecting the Borrower's industry generally or a change in general economic or financial conditions, except to the extent such change, effect, condition, factor, or circumstance has had, or would be reasonably likely to have, a disproportionate effect on the Borrower and its Subsidiaries, taken as a whole. View More

Material Adverse Effect. Means, with respect to any Person, any event, change in or effect that is or would: (i) be materially adverse to the business, financial condition or results of operations of such Person and its Subsidiaries or the VAR Business, or (ii) prevent the ability of such Person to consummate the Contemplated Transactions or to perform its obligations hereunder; in each case, other than any such event, change or effect to the extent resulting from (1) any change, 2 development,... circumstance, event or occurrence generally affecting the industries in which the Seller operates, provided the Seller is not disproportionately affected by such change, development, circumstance, event or occurrence, (2) any change in the economy or the financial or securities markets in general, provided the Seller is not disproportionately affected by such change, or political conditions in the United States or any acts of terrorism, military actions or war, (3) this Agreement or the transactions contemplated hereby, including the announcement or pendency thereof, (4) any fees expenses incurred in connection with the transactions contemplated by this Agreement, or (5) any change in any law or GAAP or the interpretation thereof. View More

Material Adverse Effect. Means a material adverse effect on the business, operations, assets, condition (financial or otherwise), prospects or properties of the Company and its domestic subsidiaries taken as a whole.

Material Adverse Effect. Means a material adverse effect on, and a "Material Adverse Change " means a material adverse change in: (i) the assets, liabilities, results of operations, condition (financial or otherwise) or business of the Company taken as a whole; or (ii) the ability of the Company to perform its obligations under the Transaction Documents, but, to the extent applicable, shall exclude any circumstance, change or effect to the extent resulting or arising from: (a) any change in general economic conditions... in the industries or markets in which the Company and its Subsidiaries operates so long as the Company and its Subsidiaries are not disproportionately (in a material manner) affected by such changes; (b) national or international political conditions, including any engagement in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack; (c) changes in GAAP, or the interpretation thereof; (d) changes in applicable laws or interpretations thereof; (e) any public statement (or non-public statement) that becomes widely known to the Company's or the Company's subsidiaries' employees, customers or suppliers) made by the Lead Placement Agent concerning the Company or any of its affiliates or concerning this Agreement or the transactions contemplated by this Agreement; (f) any failure by the Company to meet any internal projections or forecasts or estimates of revenues or earnings for any period ending on or after the date of this Agreement; provided that the underlying cause of any failure by the Company to meet any internal projections or forecasts or estimates of revenues or earnings may be considered in determining whether there has been a Company Material Adverse Effect; provided, further, that the Company's failure to meet projections provided to the Investors in the Memorandum may be considered in determining whether there has been a Company Material Adverse Effect; or (g) the entry into or announcement of this Agreement, actions contemplated by this Agreement, or the consummation of the transactions contemplated hereby. View More

Material Adverse Effect. Shall mean a material adverse effect on (a) the financial condition, business, prospects, performance or operations of Borrower or its subsidiaries, considered as a whole; (b) the legality, validity or enforceability of this Note or any of the other Loan Documents; (c) the legality, validity, enforceability, perfection or priority of the security interests and liens of Lender upon the Collateral; (d) the Collateral or its value; (e) the ability of Borrower to repay the Obligations or of... Borrower to perform its obligations under this Note or any of the other Loan Documents as and when to be performed; or (f) the ability of Lender to enforce the Obligations or realize upon the Collateral or otherwise with respect to the rights and remedies of Lender under this Note or any of the other Loan Documents. View More