Material Adverse Change or Effect Sample Clauses

Material Adverse Change or Effect. Any event or circumstance occurs which the Majority Lenders reasonably believe has had or is likely to have a Material Adverse Effect.
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Material Adverse Change or Effect. The occurrence of a Material Adverse Change or the occurrence of any event that is reasonably likely to have a Material Adverse Effect;
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Material Adverse Change or Effect. No event, occurrence or condition that has had, or would reasonably be expected to have, a Material Adverse Effect shall have occurred and be continuing.
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Material Adverse Change or Effect. Any event or circumstance occurs which the Majority Lenders reasonably believe has had or could have a Material Adverse Effect or, following a notification pursuant to Clause 23.39 (Notification by a German Obligor), the Majority Lenders reasonably believe has or could have material adverse consequences for the Lenders' risk and security position.
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Material Adverse Change or Effect. The term "MATERIAL ADVERSE ------------------------------------- ---------------- CHANGE (OR EFFECT)" shall mean a change (or effect), in the condition (financial ----------------- or otherwise), properties, assets, liabilities, rights, obligations, operations, business or prospects of a Person which change (or effect), individually or in the aggregate, is materially adverse to such condition, properties, assets, liabilities, rights, obligations, operations, business or prospects.
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Material Adverse Change or Effect. A material adverse effect upon the value, utility, condition or ability of Buyer or any Seller to utilize a material portion of the Sale Assets, taken as a whole, or to conduct the business of owning and operating the Stations, taken as a whole (in each case, other than (i) by reason of one or more events, circumstances, changes, developments, impairments or conditions resulting from events, changes, developments, conditions or circumstances in worldwide, national or local conditions (political, economic, regulatory or otherwise) that adversely affect the radio broadcasting industry (or any segment thereof) generally or to any change in Law or accounting principles (and any changes resulting therefrom), (ii) by reason of the departure of employees or independent contractors of any Connoisseur Seller that Buyer has not agreed to hire or retain or who do not wish to be employed or retained by Buyer, or (iii) the denial or threatened denial of, or the imposition or threatened imposition of any condition relating to, the grant of any Consent (as that term is defined in the Rockford Purchase Agreement) of any Governmental Entity with respect to the transactions contemplated by the Rockford Purchase Agreement).
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Material Adverse Change or Effect. “Material Adverse Change (or Effect)” means a change (or effect) in the financial condition, properties, assets, rights, operations, business or prospects that, individually or in the aggregate, is materially adverse to the relevant financial condition, properties, assets, rights, operations, business or prospects, as applicable, of the Person in question.
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Material Adverse Change or Effect. Notwithstanding any other provision of this MOU, either Party may terminate this MOU in the event that (i) a change in law renders its continued performance of this MOU unlawful or impractical, (ii) any regulatory or judicial authority having competent jurisdiction finally determines that this MOU violates any current regulatory requirements or any regulatory requirements that may hereafter be enacted, or (iii) CHOC Children’s furnishes to OUSD an opinion of nationally recognized tax counsel that the performance of this MOU jeopardizes CHOC Children’s status as an organization described in Section 501(c)(3) of the Code, or jeopardizes its ability to comply with its bond covenants (“Material Adverse Change or Effect”); provided, however, that the terminating Party, if so requested by the other Party, shall meet and confer in good faith for a period of not less than thirty
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Related to Material Adverse Change or Effect

  • Material Adverse Change A Material Adverse Change occurs;

  • Material Adverse Changes Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the judgment of the Agent there shall not have occurred any Material Adverse Change; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.

  • No Material Adverse Change No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

  • No Material Adverse Changes There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror and its subsidiaries, taken as a whole.

  • Material Adverse Effect The occurrence of any event or condition that has had, or could reasonably be expected to have, a Material Adverse Effect.

  • No Material Adverse Change in Business Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

  • No Adverse Change Any adverse change in the financial condition, assets, liabilities, business, prospects or operations of Company;

  • Financial Condition; No Material Adverse Change (a) The Borrower has heretofore furnished to the Administrative Agent its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal years ended December 31, 2013 and December 31, 2014, reported on by Deloitte & Touche LLP, independent public accountants, and (ii) as of and for each fiscal quarter ended subsequent to December 31, 2014 and at least 45 days prior to the Closing Date, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off). Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a), prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements). (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the Subsidiaries, taken as a whole. (d) Since December 31, 2014, there has been no event, change or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

  • Notice of Material Adverse Change Firm agrees to notify Citizens in writing of any “Material Adverse Change” to Firm within ten (10) days of said change. A “Material Adverse Change” means: (i) a change in the business operations or financial condition of Firm which negatively impacts its capacity to meet its professional or financial obligations;

  • Parent Material Adverse Effect Since the date of this Agreement, there shall not have been any Parent Material Adverse Effect or any event, change, or effect that would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

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