Material Adverse Condition. A condition which would materially --------------------------- restrict, limit, increase the cost or burden of or otherwise adversely affect or materially impair the right of Buyer to the ownership, use, control, enjoyment or operation of the Station or the proceeds therefrom; provided, however, that any condition which requires that the Station be operated in accordance with a condition similar to those contained in the present FCC licenses issued for operation of the Station shall not be deemed a Material Adverse Condition.
Material Adverse Condition. Permit an event to occur or condition to exist which has or would have a Material Adverse Effect upon the financial condition of the Borrower, as determined in the sole discretion of the Lenders.
Material Adverse Condition. A condition which would adversely affect or impair, in any material respect, the right of a Recipient Party to the ownership, use, control or operation of any Station to be transferred to the Recipient pursuant to this Agreement; provided, however, that any condition which requires (i) that the Recipient Party or any of its subsidiaries file periodic reports with the FCC regarding compliance with rules and policies of the FCC pertaining to affirmative action and equal opportunity employment, or (ii) that a Station be operated in accordance with conditions similar to and not more adverse than those contained in the present FCC Licenses issued for operation of such Station, will not be a Material Adverse Condition.
Material Adverse Condition. Seller shall not have suffered a Material Adverse Effect since the date of this Agreement.
Material Adverse Condition. If after the Effective Date and prior to -------------------------- Closing there is a material adverse change in the condition of the Interests ("Material Adverse Condition"), Seller shall notify Purchaser promptly after Seller learns of such event. After receipt of such notice, Seller and Purchaser shall agree, not later than two (2) days prior to the Closing (if possible, as determined by the date of the occurrence), to adjust the Sale Price in an amount mutually agreeable to the parties. In the event the parties cannot agree to an adjustment amount, Purchaser shall have the option to: (1) exclude the affected Interests and adjust the Sale Price by the amount allocated thereto in Exhibit "D" or "E", or (2) accept the affected Interest with no adjustment, or (3) in the situation where the affected Interests aggregate more than fifteen percent (15%) of the Sale Price, Purchaser may terminate this Agreement, without liability, in which event the Performance Deposit shall be returned to Purchaser in accordance with Article 5. If Purchaser elects to exclude affected Interests aggregating more than fifteen percent (15%) of the Sale Price, then Seller shall have the option to terminate this Agreement, without liability, in which event the Performance Deposit shall be returned to Purchaser in accordance with Article 5.
Material Adverse Condition. A condition which would materially --------------------------- restrict, limit, increase the cost or burden of or otherwise adversely affect or materially impair the right of Buyer to the ownership, use, control, enjoyment or operation of the Tower or the proceeds therefrom.
Material Adverse Condition. A condition which would materially restrict, limit, increase the cost or burden of or otherwise materially adversely affect or materially impair the right of Buyer to the ownership, use, control, enjoyment or operation of the transmitters and other improvements on the Real Property.
Material Adverse Condition. A condition which would restrict, limit, increase the cost or burden of or otherwise adversely affect or impair in any material respect the right of Buyer to the ownership, use, control, enjoyment or operation of the Stations or the proceeds therefrom; provided, however, that any condition which requires that Buyer file periodic reports with the FCC relating to actions taken to assure compliance with rules and policies of the FCC pertaining to affirmative action and equal opportunity employment shall not constitute a material adverse condition.
Material Adverse Condition. There shall not exist Material Adverse Conditions with respect to one or more properties in the Combined Portfolio having an aggregate Allocated Value of greater than $30,000,000. A "Material Adverse Condition" shall be deemed to exist with respect to a property if (i) there shall be Hazardous Substances present or alleged to be present on such property or liability exists or is alleged to exist under any Environmental Law with respect to such property; (ii) such property is subject to any orders, decrees, injunctions or any other proceedings or requirements imposed by any Governmental Authority or Third Party relating to Hazardous Substances or Environmental Law; (iii) a material structural defect shall exist with respect to such property; (iv) a matter which affects title to such property shall exist, whether or not such matter constitutes a Permitted Exception; (v) the property shall not be in compliance in any material respect with Applicable Laws; (vi) all or any material portion of such property shall be damaged by fire or other casualty occurring following the date of this Agreement and prior to Closing; or (vii) such property shall be a Property described in Section 5.4(ii), Section 6.3(d)(ii) or Section 6.3(e)(ii); and, in the case of clauses (i) through (vii), Transferee's proposed lender shall be unwilling to finance such property, shall require substantial reserves or recourse indemnities as a condition to financing such property, or shall otherwise impose other material requirements substantially adverse to Transferee as a condition to financing such property as result of any such matter.
