Material Adverse Effect

Material Adverse Effect. A material adverse effect on (a) the ability of the Guarantor to perform in all material respects its obligations under this Guaranty, including, but not limited to, a material adverse effect on the property, business, operations or financial condition of the Guarantor, (b) the validity or enforceability in all material respects of this Guaranty, (c) the rights and remedies of the Buyer under this Guaranty, or (d) the timely payment of the Guaranteed Obligations or all other amounts payable in... connection herewith or therewith. Each of (a), (b) and (c) in the foregoing sentence shall be determined by Buyer in its sole reasonable discretion. View More

Material Adverse Effect. An event, matter, condition or circumstance which (i) has or would reasonably be expected to have a material adverse effect on the business, properties, results of operations or financial condition of the Borrowers on a consolidated basis; (ii) would materially impair the ability of the Borrowers or any other Person to perform or observe its obligations under or in respect of the Transaction Documents; or (iii) affects the legality, validity, binding effect or enforceability of any of the... Transaction Documents or the perfection or priority of any Lien granted to the Investors (or any Collateral Agent) under any of the Collateral Documents. View More

Material Adverse Effect. An effect which the Bank reasonably determines to be a material adverse effect on (A) the business, Properties, affairs, operations, prospects or condition, financial or otherwise, of the Borrower and its Subsidiaries taken as a whole, (B) any Obligor's ability to perform any of its obligations under this agreement or any of the Related Documents, (C) the rights and benefits available to the Bank under this agreement or any of the Related Documents or (D) the Collateral.

Material Adverse Effect. Means with respect to any Person (i) a material adverse effect on the legality, validity or enforceability of this Agreement or the Purchased Shares; (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of any such Person; (iii) a material adverse effect on the ability of such Person to perform in any material respect on a timely basis its obligations under this Agreement; or (iv) an event which would reasonably be... expected to subject such Person to any material liability. View More

Material Adverse Effect. A material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, prospects or results of operations of the Company

Material Adverse Effect. With respect to a Person means any event, change or effect that is materially adverse to the condition (financial or otherwise), properties, assets, liabilities, business, operations, results of operations, or prospects of such Person and its Affiliates, taken as a whole.

Material Adverse Effect. Means an event, change or occurrence that, individually or together with any other event, change or occurrence, has a material adverse impact on the Company's financial position, business, results of operations or prospects, excluding any event, change or occurrence resulting from the announcement or consummation of the transactions contemplated by the Transaction Documents.

Material Adverse Effect. Shall mean a material adverse effect on (a) the business, assets, operations, or financial condition of the Company; or (b) the ability of the Company to pay or perform the Obligations in accordance with the terms of this Note.

Material Adverse Effect. (i) a material adverse effect on the assets, liabilities, operations, results of operations, business, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole, or (ii) any material limitation upon the ability of the Company to perform its obligations under, or upon the legality, validity or enforceability of, this Agreement

Material Adverse Effect. Any material adverse change in or effect upon (a) the financial condition, assets, liabilities, or operations of (x) the Company taken as a whole, (y) the Acquired Business of the Company and the Company assets (taken as a whole), or (b) the ability of the Seller to execute, deliver and perform this Agreement, provided that 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 arising from or relating to (i) general business or economic conditions, including such conditions which affect the Acquired Business industry generally (provided they do not have a materially disproportionate effect on the Company, as a whole), (ii) national or international political or social conditions, (iii) financial, banking, or securities markets (including any disruption thereof and any decline in the price of any security or any market index), (iv) changes in United States generally accepted accounting principles, or (v) changes in law, rules, regulations, orders, or other binding directives issued by any governmental authority, provided they do not have a materially disproportionate effect on the Company. View More