Materially Adverse Effect

Materially Adverse Effect. A materially adverse effect on the properties, assets, financial condition or business of the Issuer and its Restricted Subsidiaries or material impairment of the right of the Issuer and its Restricted Subsidiaries, taken as a whole, to carry on business substantially as now conducted by them, or any questioning of the validity of this Trademark Agreement or any of the other Note Documents, or any action taken or to be taken pursuant hereto or thereto.

Materially Adverse Effect. Shall mean, (i) with respect to any Person, any materially adverse effect on such Person's assets, liabilities, financial condition, results of operations or business prospects, (ii) with respect to any contract, agreement or other obligation (other than this Agreement, the Term Loan Note, or Guaranty), any materially adverse effect, as to any party thereto, upon the binding nature thereof or the validity or enforceability thereof, and (iii) with respect to this Agreement, the Term Loan Note,... or Guaranty any adverse effect, WHETHER OR NOT MATERIAL, on the binding nature, term, validity or enforceability hereof. View More