Material Adverse Effect

Material Adverse Effect. Any material adverse effect on the Acquired Assets, but shall not include any of the following, either alone or in combination: (i) any effect or change occurring as a result of general economic or financial conditions; and (ii) failure of Seller's results of operations to meet any internal or external predictions, projections, estimates or expectations, or to be consistent with historical results of operations

Material Adverse Effect. (a) any material adverse change in or effect on the Test Business, prospects, or results of operations in respect of the Test Business, the Acquired Assets or the Assumed Liabilities or (b) any material adverse change in or effect on the ability of Seller to perform its obligations hereunder.

Material Adverse Effect. A material adverse effect on (a) the business, assets, operations, prospects or financial or other condition of Debtor; (b) the ability of Debtor to pay or perform the Obligations in accordance with the terms of the Covered Obligations or this Security Agreement and to avoid an Event of Default, or an event which, with the giving of notice or the passage of time or both, would constitute an Event of Default; or (c) the rights and remedies of Secured Party under the Covered Obligations, this... Security Agreement or any related document, instrument or agreement (except for the Settlement Agreement) View More

Material Adverse Effect. A material adverse effect on the Business or the Assets

Material Adverse Effect. Any event, change, effect, fact, circumstance or other occurrence that, individually or in the aggregate, is materially adverse to (a) the operations or condition (financial or otherwise) of the Assets or Assumed Liabilities taken as a whole, other than any such change or effect to the extent resulting from (i) any change, event, fact, circumstance or occurrence generally affecting the industry in which the Business is operated; (ii) general economic or securities market conditions in the... United States or internationally; (iii) changes in laws, regulations, or accounting principles applicable to the Business, the Assets or the Assumed Liabilities; (iv) natural disasters or acts of terrorism or war (whether or not declared); (v) the public announcement of this Agreement; (vi) the loss of any employees, officers, managers, brokers, financial advisors, consultants, customers, client, business, value or following the announcement of this Agreement or the transactions contemplated hereby; or (vii) any action or omission of Buyer, or (b) the ability of Seller to perform, in general, its obligations under this Agreement or to consummate the transactions contemplated hereby. View More

Material Adverse Effect. Any event, circumstance, development, condition, occurrence, state of facts, change or effect that is or is reasonably likely to be materially adverse to the (A) legality, validity or enforceability of this Agreement, (B) the results of operations, business, financial condition or prospects of the Company and its Subsidiaries, taken as a whole, or (C) any adverse impairment to the Company's ability to perform in any material respect on a timely basis 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: (i) changes, after the date hereof, in U.S. GAAP or regulatory accounting principles generally applicable to banks, savings associations or their holding companies, (ii) changes, after the date hereof, in applicable Laws or interpretations thereof by any Governmental Authority, (iii) actions or omissions of the Company expressly required by the terms of this Agreement or taken with the prior written consent of the Investor, (iv) changes, after the date hereof, in general economic, monetary or financial conditions, (v) changes in the market price or trading volumes of the Common Stock (but not the underlying causes of such changes), (vi) changes in global or national political conditions, including the outbreak or escalation of war or acts of terrorism and (vii) the public disclosure of this Agreement or the transactions contemplated hereby; except, with respect to clauses (i), (ii), (iv) and (vi), 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 banks, savings associations or their holding companies generally View More

Material Adverse Effect. Means an event or circumstance that constitutes a material adverse effect on (a) the business, operations or condition, financial or otherwise, of the Applicant and the Subsidiaries taken as a whole, (b) the ability of the Applicant to perform any of its material obligations under the Credit Agreement or this Agreement or (c) the legality, validity, binding effect or enforceability against the Applicant of the Credit Agreement or this Agreement.

Material Adverse Effect. Any change in the capital stock or long-term debt of the Company or any of its subsidiaries or any material adverse change, or any development that is reasonably likely to result in a material adverse change, in or affecting the business, business prospects, management, financial position, stockholders' equity or results of operations of the Company and its subsidiaries taken as a whole

Material Adverse Effect. Shall mean any material adverse effect on the assets, business, results of operations or condition (financial or otherwise) of the Companies taken as a whole.

Material Adverse Effect. A material adverse effect on (i) the business operations or financial condition of Borrower and its Subsidiaries taken as a whole, (ii) the ability of Borrower to repay all debt, principal, interest, expenses and other amounts owed to Bank by Borrower pursuant to this Agreement, the Revolving Line of Credit Note and the other Loan Documents, or to otherwise perform its material obligations under the Loan Documents, or (iii) Borrower's interest in, or the value, perfection or priority of Bank's... security interest or lien in, the collateral described in Section 2.10 hereof View More