Material Adverse Claims Sample Clauses
The Material Adverse Claims clause defines and addresses situations where significant negative claims or events could impact the value, operation, or legal standing of an asset, company, or transaction. In practice, this clause typically requires parties to disclose any known claims, lawsuits, or circumstances that could materially affect the subject of the agreement, such as pending litigation or regulatory actions. Its core function is to protect parties from unforeseen liabilities or risks by ensuring transparency and allowing for appropriate remedies or adjustments if such adverse claims arise.
Material Adverse Claims. The Company will, and will cause each Subsidiary Guarantor to, do all things necessary to defend and protect their property from all material adverse claims, and to maintain their property free therefrom, except for Permitted Encumbrances, where the failure to do so (a) in the opinion of the Required Holders and/or Collateral Agent, acting reasonably, threatens the actual or intended priority or validity of the Security Documents and the Liens created therein, as provided herein, in the Security Documents and in the Intercreditor Agreement, or (b) has had or would reasonably be expected to have a Material Adverse Effect.
Material Adverse Claims. The Borrower will, and will cause each other Borrower Group Member to, except for Permitted Encumbrances, do all things necessary to defend, protect and maintain its property and the Security (and the priority thereof), from all material adverse claims where the failure to do so would reasonably be expected to have a Material Adverse Effect.
Material Adverse Claims. The Borrower shall, except for Permitted Encumbrances, defend its property from all material adverse claims where the failure to do so may have a Material Adverse Effect.
Material Adverse Claims. Except for Permitted Liens, the Borrower shall defend, and shall cause each Restricted Subsidiary to defend, its property and assets from all material adverse claims.
Material Adverse Claims. The Borrower will, and will cause each Material Subsidiary to, except for Permitted Encumbrances, defend its property from all material adverse claims where the failure to do so in the opinion of the Lenders, acting reasonably, threatens the intended priority or validity of the Security as herein provided, or could reasonably be expected to have a Material Adverse Effect.
Material Adverse Claims. Each of the Borrower and the Guarantor will, and will cause each of their wholly-owned subsidiaries to, except for Permitted Encumbrances, defend its property from all material adverse claims where the failure to do so may result in a Material Adverse Change.