Materially Adverse Changes Clause Samples
Materially Adverse Changes. Upon any Grantor or any officer of any Grantor obtaining knowledge thereof, such Grantor will promptly notify the Collateral Agent in writing of any event that may materially adversely affect the value of the Collateral, the ability of any Grantor or the Collateral Agent to dispose of the Collateral or any portion thereof, or the rights and remedies of the Collateral Agent in relation thereto, including the levy of any legal process against the Collateral or any portion thereof. Subject to the Intercreditor, no Grantor will take or permit any action that could impair the Collateral Agent’s rights in the Collateral. No Grantor will sell, transfer or assign (by operation of law or otherwise) any Collateral except as permitted under the Indenture and the Intercreditor.
Materially Adverse Changes. Any materially adverse change in the financial condition of the Company or the existence of any other condition which, in Republic's sole determination, constitutes an impairment of the Company's ability to perform its obligations under this Agreement-or any other document evidencing or securing the Credit, and which condition is not remedied within ten days after written notice to the Company thereof or, if the condition cannot be fully remedied within said ten days, substantial progress has not been made within said ten days toward remedy of the condition. Such materially adverse change may include, but shall not be limited to (a) the sale, assignment, transfer or delivery of all or substantially all of the assets of the Company; (b) the cessation by the Company as a going business concern; (c) the entry of judgment against the Company other than a judgment for which the Company is fully insured, if ten days thereafter such judgment is not satisfied, vacated, bonded or staved pending appeal; (d) if the Company is generally not paying its debts as such debts become due; or (e) nonpayment by the Company when due of any indebtedness for borrowed money owing to any third party, of the occurrence of any event which could result in acceleration of payment of any such indebtedness.
Materially Adverse Changes. The Buyer shall be entitled to withdraw from this Agreement and not to proceed with the Closing in the event that prior to the Closing a Material Adverse Change takes place.
Materially Adverse Changes. There shall not have occurred any materially adverse change in the financial condition, operations or assets of the Borrowers and the Designated Subsidiaries, taken as a whole, since the Balance Sheet Date.
Materially Adverse Changes. Any materially adverse change in the financial condition of the Borrower or the existence of any other condition which, in Lender's sole determination, constitutes an impairment of the Borrower's ability to perform its obligations under this Agreement or any other document evidencing or securing the Credit, and which condition is not remedied within (10) ten days after written notice to the Borrower thereof or, if the condition cannot be fully remedied within said ten (10) days, substantial progress has not been made within said ten (10) days toward remedy of the condition.
Materially Adverse Changes. 10.1 In the prior 12 months ending with the date of this Agreement, the Business has not been materially affected in an adverse manner.
Materially Adverse Changes. There shall not have occurred or become known to any of the Lenders or the Agent any materially adverse change in the financial condition, operations or assets of the Borrowers and the Designated Subsidiaries, taken as a whole, since the Balance Sheet Date.