Material Adverse Effect

Material Adverse Effect. Means any event, circumstance, change, development, effect or occurrence (collectively Effect) that, individually or in the aggregate with all other Effects, (a) has or would reasonably be expected to have a material adverse effect on the business, condition (financial or otherwise), assets, liabilities or operations of the Company or (b) would prevent, materially delay or materially impede the performance by the Company of its obligations under this Agreement or the consummation of the... Separation and Distribution; provided, however, that none of the following shall be deemed to constitute, alone or in combination, or be taken into account in the determination of whether there has been or will be, a Material Adverse Effect: (i) any change or proposed change in or change in the interpretation of any law (including any quarantine, shelter in place, stay at home, workforce reduction, social distancing, shut down, closure, sequester, workplace safety or similar law promulgated by any Governmental Entity in connection with or in response to the COVID 19 pandemic) or accounting principles; (ii) events or conditions generally affecting the industries or geographies in which the Company operates; (iii) any downturn in general economic conditions, including changes in the credit, debt, securities, financial or capital markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets); (iv) acts of war, sabotage, civil unrest, terrorism, cyberattack, epidemics, pandemics or disease outbreaks (including the COVID 19 pandemic), or any escalation or worsening of any such acts of war, sabotage, civil unrest, terrorism epidemics, pandemics or disease outbreaks, or changes in global, national, regional, state or local political or social conditions; (v) any hurricane, tornado, flood, earthquake, natural disaster, or other acts of God; or (vi) any failure in and of itself to meet any projections, forecasts, guidance, estimates, milestones, budgets or financial or operating predictions of revenue, earnings, cash flow or cash position, provided that this clause (vi) shall not prevent a determination that any Effect underlying such failure has resulted in a Material Adverse Effect, except in the cases of clauses (i) through (v), to the extent that the Company is disproportionately affected thereby as compared with other participants in the industries or geographies in which the Company operates View More

Material Adverse Effect. Individually or in the aggregate (a) a material adverse condition, event, occurrence or development related to, or material adverse change or effect on, the assets, business, properties, liabilities, results of operations, cash flows or financial condition of the Company, (b) a material adverse effect upon (i) the legality, validity, binding effect or enforceability against the Company of this Note, or (ii) the rights, remedies and benefits (taken as a whole) available to, or conferred upon,... the Holder under this Note, or (c) a material adverse effect on the ability of the Company to perform its obligations under this Note. View More

Material Adverse Effect. Shall mean a material adverse effect on (a) the condition (financial or otherwise), taken as a whole, of the Borrower and its Subsidiaries or the operations, assets, business, properties or prospects of the Borrower, (b) the Borrower's ability to duly and punctually pay or perform the Loan in accordance with the terms thereof, (c) the value of a material portion of any of the Collateral securing the Loan, or the Bank's liens on a material portion of the Collateral securing the Loan, or (d) the... practical realization of the benefits of Bank's rights and remedies under this Agreement and the other Transaction Documents. View More

Material Adverse Effect. Means any effect, change, condition, fact, development, occurrence or event that, individually or in the aggregate with all other effects, changes, conditions, facts, developments, occurrences or events, has had or would reasonably be expected to have a material adverse effect on the business, results of operations, or condition (financial or otherwise) of the Corporation and the Corporation Subsidiaries, taken as a whole, excluding any effect, change, condition, fact, development, occurrence... or event resulting from or arising out of (i) changes in the financial, securities or credit markets or general economic, regulatory or political conditions in the United States or any other jurisdiction, (ii) changes or conditions generally affecting the industries, markets or geographical areas in which the Corporation or any of the Corporation Subsidiaries operate, (iii) geopolitical conditions, the outbreak or escalation of hostilities, civil disobedience, acts of war, sabotage or terrorism or any escalation or worsening of the foregoing or any natural disasters (including hurricanes, tornadoes, floods or earthquakes), (iv) changes or proposed changes in Law or authoritative interpretation thereof, (v) changes in GAAP or authoritative interpretation thereof, (vi) any action taken or not taken, in each case, by any of the Corporation or the Corporation Subsidiaries or their respective Affiliates at the written direction or with the written consent of the Investors or as expressly required by the terms, conditions or restrictions of this Agreement or the Redemption, (vii) the entry into, the public announcement of, or pendency of this Agreement and the Redemption (it being understood that this clause (vii) shall not apply to any representation or warranty of the Corporation herein that is expressly intended to address the consequences of the execution, delivery or performance of this Agreement), (viii) any failure by the Corporation and the Corporation Subsidiaries to meet any internal or published projections, forecasts or predictions in respect of financial or operating performance for any future period, or (ix) any change in the market price or trading volume of the Corporation's securities or in its credit ratings; provided, however, (A) in the case of clauses (i), (ii), (iii), (iv) and (v), any effect, change, condition, fact, development, occurrence or event resulting from or arising out of the matters referred to therein shall not be excluded to the extent the same disproportionately affects (individually or together with other effects, changes, conditions, facts, developments, occurrences or events) the Corporation and the Corporation Subsidiaries, taken as a whole, as compared to other similarly situated Persons operating in the same industry in which the Corporation and the Corporation Subsidiaries operate; and (B) in the case of clauses (viii) and (ix), the underlying causes of any failure or adverse change shall not be excluded unless otherwise specifically excluded by clauses (i) through (vii). View More

Material Adverse Effect. Means a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, prospects or results of operations of the Company; provided, however, that a seasonal decline of 20% or more in the Company's revenues in the first quarter of 2021 compared to the fourth quarter of 2020 (as disclosed by the Company in its earnings call on February 25, 2021) and a corresponding decrease in the Company's cash position at March 31, 2021 shall not be... deemed to be a "Material Adverse Effect." View More

Material Adverse Effect. Material adverse effect on the Company's business, results of operations or financial condition.

Material Adverse Effect. A material adverse effect on (a) the validity or enforceability of this Note; (b) the priority or effectiveness of any Lien purported to be created under this Note; or (c) the rights or remedies of the Noteholder hereunder

Material Adverse Effect. Any circumstance or event that, individually or collectively with other circumstances or events, may reasonably be expected to have a material adverse effect on (i) the financial condition or business of the Borrowers, as now conducted or as proposed to be conducted, or (ii) the ability of Borrowers to repay in a timely manner the Obligations or otherwise perform their obligations under the Loan Documents

Material Adverse Effect. The material adverse effect on the Company and its subsidiaries taken as a whole

Material Adverse Effect. Means a material adverse effect on (i) the business operations or financial condition of the Borrower, or (ii) the ability of the Borrower to repay the Loan or otherwise perform its obligations under the Loan Documents.