Material Adverse Effect

Material Adverse Effect. Means a material adverse effect on (i) the assets, liabilities, results of operations, condition (financial or otherwise), prospects or business of the Company and its Subsidiaries taken as a whole, or (ii) the ability of the Company to perform its obligations under the Transaction Documents; provided, however, none of the following shall be deemed to constitute, and none of the following shall be taken into account in determining whether there has been, a Material Adverse Effect: any adverse... change, event, development, or effect to the extent arising from (a) changes in general business or economic conditions occurring after the date of this Agreement, including such conditions related to the business of such party but not unique for such party, (b) changes in national or international political or social conditions occurring after the date of this Agreement, including engagement, continuation or escalation by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the United States or any of its territories, possessions or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States, (c) any disruption in the financial, banking, or securities markets, (d) changes resulting from the execution, announcement or performance of this Agreement. View More

Material Adverse Effect. A (a) material adverse change in, or a material adverse effect upon, the Project, or the operations, business, properties, liabilities (actual or contingent), condition (financial or otherwise) or prospects of the Borrower or Guarantor that has a material impairment of the ability of Borrower and/or Guarantor to perform its obligations under any Loan Document to which it is a party; or (b) a material adverse effect upon the legality, validity, binding effect or enforceability against Borrower... and/or Guarantor of any Loan Document to which it is a party. View More

Material Adverse Effect. A material adverse effect on (i) all of the Equipment subject to the security interest granted hereby, including without limitation, the use of the Equipment in the operation of a Permitted Concept, or (ii) Borrower's ability to perform its obligations under the Loan Documents.

Material Adverse Effect. A material adverse effect on or material adverse change in or to (a) the financial condition or credit quality of any Guarantor, (b) the ability of any Guarantor to pay and perform the Guarantor Obligations, (c) the validity, legality, binding effect or enforceability of any Repurchase Document, Record, Purchased Asset or security interest granted hereunder or thereunder, (d) the rights and remedies of Buyer or any Indemnified Person under any Repurchase Document or Purchased Asset, (e)... [reserved], or (f) the perfection or priority of any Lien granted under any Repurchase Document. View More

Material Adverse Effect. Any circumstance, change, event, effect or occurrence that individually or in the aggregate is, or is reasonably likely to be, materially adverse to the business, operations, assets or liabilities, employee relationships, customer or vendor relationships, condition (financial or otherwise) or operating results of the Business, taken as a whole, except that, in determining whether there has been any such Material Adverse Effect, there shall be excluded any adverse effect (and the consequences... thereof) related to or resulting from (i) general business or economic conditions affecting the industry in which the Business operates (ii) national or international political or social conditions, including the engagement by the United States in hostilities or the escalation thereof, whether or not pursuant to the declaration of a national emergency or war, or the occurrence or the escalation of any military or terrorist attack upon the United States, or any of its territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States, except in case of each clause (i) and (ii), to the extent that the change, event, effect or occurrence does not affect the Business in a disproportionate manner when compared to the effect of such state of facts, change, event, effect or occurrence on other Persons in the industry in which the Business operates. View More

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 and its Subsidiaries, taken as a whole; provided, however, that any change resulting from (a) general economic conditions or industry... conditions that do not disproportionately affect the Company or its Subsidiaries, (b) the announcement of the transactions contemplated by this Agreement and the performance by the parties of their obligations under this Agreement, (c) any change in law, or (d) any action permitted by this Agreement, shall not constitute a Material Adverse Effect. View More

Material Adverse Effect. Means, with respect to Anchorage, only clause (2) that follows, or, with respect to the Company, both clauses (1) and (2) that follow, any circumstance, event, change, development or effect that, individually or in the aggregate (1) is or would reasonably be expected to be material and adverse to the financial position, results of operations, business, assets or liabilities, management or condition (financial or otherwise) of the Company and the Company's subsidiaries taken as a whole, or (2)... would or would reasonably be expected to materially impair the ability of either Anchorage or the Company, respectively, to perform its respective obligations under the Agreement or otherwise materially threaten or materially impede the consummation of the transactions contemplated by the Agreement; provided, however, 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 generally accepted accounting principles or regulatory accounting principles generally applicable to banks, savings associations or their holding companies, (B) actions or omissions of the Company expressly required by the terms of the Agreement or taken with the prior written consent of Anchorage, (C) changes, after the date hereof, in the market price or trading volumes of the Common Stock or the Company's other securities (but not the underlying causes of such changes); (D) proposed changes or changes, after the date hereof, in applicable laws, rules and regulations or interpretations thereof by Governmental Entities, (E) changes in general economic, monetary or financial conditions, including changes in prevailing interest rates, credit markets, secondary mortgage market conditions or housing price appreciation/depreciation trends, (F) the failure of the Company to meet any internal or public projections, forecasts, estimates or guidance (including guidance as to "earnings drivers") for any period ending on or after December 31, 2009 (but not the underlying causes of such failure), and (G) changes in global or national political conditions, including the outbreak or escalation of war or acts of terrorism; except, with respect to any one or more of clauses (A), (D), (E) and (G), to the extent that the effects of such changes have a disproportionate effect on the Company and the Company's subsidiaries, taken as a whole, relative to other banks, savings associations and their holding companies generally. View More

Material Adverse Effect. An event, change or occurrence that individually, or together with any other event, change or occurrence, has a material adverse impact on the Corporation's financial position, business or results of operations; provided, however, that the term Material Adverse Effect shall not include the impact of (i) changes in laws of general applicability or interpretations thereof by courts or other governmental authorities, (ii) changes in generally accepted accounting principles, (iii) seasonal... fluctuations in the Corporation's performance due to general economic conditions that do not have a disproportionately adverse effect on the Corporation, (iv) the announcement of the transactions contemplated by this Subscription Agreement, (v) any action taken at Purchaser's request, or (vi) a change in the market price of the Common Stock. View More

Material Adverse Effect. Means any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, stockholders' equity or results of operations of the Company and its subsidiaries, taken as a whole.

Material Adverse Effect. A circumstance that could reasonably be expected to have a material adverse effect on the business, properties, management, financial position, stockholders' equity, results of operations or prospects of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, or on the performance by the Company of its obligations under this Agreement