Closing Date Material Adverse Change means a material adverse change in (a) the business operations, assets, financial condition or liabilities of any Credit Party since January 1, 2017, (b) the ability of any Credit Party to fully and timely perform its material Obligations under any of the Credit Documents to which it is a party or of the applicable Bank Partner Originator or the Company to fully and timely perform its material Obligations under the Bank Partner Program Agreements relating to Receivables owned by the Borrower or any Company Receivables proposed to be sold to the Borrower, or (c) the legality, validity, binding effect, or enforceability against any Credit Party of any of the Credit Documents to which it is a party or against the applicable Bank Partner Originator or the Company of the applicable Bank Partner Program Agreements, which material adverse change could reasonably be expected to adversely affect the Receivables owned by the Borrower or any Company Receivables proposed to be sold to the Borrower.
Closing Date Material Adverse Change means a material adverse change in (i) the business operations, assets, condition (financial or otherwise), liabilities or prospects of any Credit Party or the Originator, since August 31, 2009; (ii) the ability of the Borrower to fully and timely perform its material Obligations under any of the Credit Documents to which it is a party, or the legality, validity, binding effect, or enforceability against the Borrower of any such Credit Documents; or (iii) the ability of CPS to fully and timely perform its material obligations under the Credit Documents to which it is a party, or the legality, validity, binding effect, or enforceability against CPS of any such Credit Documents.
Closing Date Material Adverse Change means a material adverse change in (a) the business operations, assets, condition (financial or otherwise), liabilities of the Issuer or any Enova Entity since September 30, 2017, (b) the ability of the Issuer or any Enova Entity to fully and timely perform its material obligations under any of the Transaction Documents to which it is a party, or (c) the legality, validity, binding effect, or enforceability against the Issuer or any Enova Entity of the Transaction Documents.
Examples of Closing Date Material Adverse Change in a sentence
No action, suit, arbitration, litigation, investigation or proceeding shall be pending or, to the knowledge of Holdings, threatened in any court or before any arbitrator or Governmental Authority that could reasonably be expected to have a Closing Date Material Adverse Change or that challenges the Loan Documents or the transactions contemplated hereby.
As of the Closing Date, there has been no Closing Date Material Adverse Change since December 31, 2004.
Since December 31, 2006, no Closing Date Material Adverse Change shall have occurred.
Except as disclosed on Schedule 4.2, as of the Closing Date, from September 25, 2004 through the Closing Date, there has been no Closing Date Material Adverse Change.
More Definitions of Closing Date Material Adverse Change
Closing Date Material Adverse Change means any event, circumstance, development, change or effect that individually or in the aggregate, with all other events, circumstances, developments, changes and effects, has had or would reasonably be expected have, a material adverse effect on (i) the business, condition (financial or otherwise), properties, assets, liabilities, or results of operations of the Company Entities, taken as a whole, other than any event, circumstance, development, change or effect resulting from any of the following: (A) changes, after the date hereof, in general economic, financial or securities market conditions in the United States or global economy, including changes in interest or exchange rates, (B) general changes or developments, after the date hereof, in the industries in which the Company Entities operate, including general changes, after the date hereof, in any Legal Requirement of any Governmental Authority of general applicability to companies in the industries in which the Company Entities operate, (C) the impact of the announcement or consummation of the transactions contemplated by the Purchase Agreement on the Company Entities’ customers, suppliers or payers (provided that, to the extent applicable, the exceptions in this clause (C) shall be disregarded in determining whether there is a breach of the representations or warranties contained in Section 3.5, 3.8(b)(iv), 3.16(a) or 3.18(b) of the Purchase Agreement), (D) changes, after the date hereof, in GAAP, (E) actions taken or omissions by the Company Entities with the prior written consent of Buyer (which consent was approved by the Lead Arrangers) or expressly required by the Purchase Agreement, (F) any hostilities, act of war, sabotage, terrorism or military actions, or any escalation or worsening of any such hostilities, act of war, sabotage, terrorism or military actions, in each case, generally affecting the industries in which the Company Entities operate, (G) the failure of the Company Entities, in and of itself, to meet internal or published projections, forecasts or revenue or earning predictions for any period (provided that the underlying causes of such failure shall be considered in determining whether there is a Closing Date Material Adverse Change), or (H) changes, after the date hereof, in any Legal Requirement affecting the validity, enforceability or legality of the Intercompany Loans, except, in the case of the foregoing clauses (A), (B), (D) or (F), to the extent such events, circumsta...
Closing Date Material Adverse Change shall have the meaning set forth in Section 4.1(r).
Closing Date Material Adverse Change means any change, effect, event or occurrence with respect to the condition (financial or otherwise), properties, assets, liabilities, obligations (whether absolute, accrued, conditional or otherwise), businesses, operations or results of operations or prospects of the Borrowers and their Subsidiaries that is, or would reasonably be expected to be, material and adverse to Borrowers and their Subsidiaries on a consolidated basis (other than a change, effect, event or occurrence caused by or arising from (a) changes in the markets in which the Borrowers and their Subsidiaries operate (other than changes in reaction to the announcement of the Transactions) or (b) macroeconomic factors, interest rates, general financial market conditions, war, terrorism or hostilities, except, in each case, to the extent any change, effect, event or occurrence has had a disproportionate effect on the Borrowers and their Subsidiaries as compared to other Persons in the industry in which the Borrowers and their Subsidiaries operate).
Closing Date Material Adverse Change means a material adverse change in (a) the business operations, assets, financial condition or liabilities of any Credit Party since December 31, 2021, (b) the ability of any Credit Party to fully and timely perform its material Obligations under any of the Credit Documents to which it is a party or of the applicable Bank Partner Originator or the Company to fully and timely perform its material Obligations under the Bank Partner Program Agreements relating to Receivables owned by the Borrower or any Company Receivables proposed to be sold to the Borrower, or (c) the legality, validity, binding effect, or enforceability against any Credit Party of any of the Credit Documents to which it is a party or against the applicable Bank Partner Originator or the Company of the applicable Bank Partner LEGAL 4873-0998-8490v4881-9719-6460v.143 Program Agreements, which material adverse change could reasonably be expected to adversely affect the Receivables owned by the Borrower or any Company Receivables proposed to be sold to the Borrower.
Closing Date Material Adverse Change means a material adverse change in or effect on (i) the business operations, assets, condition (financial or otherwise), liabilities (actual or contingent) or prospects of Bluestem or the Company, since January 29, 2010; (ii) the ability of the Company to fully and timely perform its material Obligations under any of the Credit Documents to which it is a party, or the legality, validity, binding effect, or enforceability against the Company of any such Credit Documents; or (iii) the ability of Bluestem to fully and timely perform its material obligations under the Credit Documents to which it is a party, or the legality, validity, binding effect, or enforceability against Bluestem of any such Credit Documents.
Closing Date Material Adverse Change means a material adverse change in (a) the business operations, assets, financial condition or liabilities of any Credit Party since December 31, 2018 (or, to the extent any Credit Party joined this Agreement after such date, the date of such Credit Party’s joinder to this Agreement), (b) the ability of any Credit Party to fully and timely perform its material obligations under any of the Credit Documents to which it is a party or of the applicable Bank Partner Originator or the Company to fully and timely perform its material obligations under the Bank Partner Program Agreements relating to Receivables owned by theany Borrower or any Company Receivables proposed to be sold to theany Borrower, or (c) the legality, validity, binding effect, or enforceability against any Credit Party of any of the Credit Documents to which it is a party or against the applicable Bank Partner Originator or the Company of the applicable Bank Partner Program Agreements, which material adverse change could reasonably be expected to adversely affect the Receivables owned by theany Borrower or any Company Receivables proposed to be sold to theany Borrower.
Closing Date Material Adverse Change means a material adverse change in (i) the business operations, assets, condition (financial or otherwise), liabilities or prospects of any Credit Party since March 31, 2011, other than as disclosed in writing to the Administrative Agent and the Lead Agents prior to the date hereof; (ii) the ability of the Borrower to fully and timely perform its material Obligations under any of the Credit Documents to which it is a party, or the legality, validity, binding effect, or enforceability against the Borrower of any such Credit Documents; or (iii) the ability of CPS to fully and timely perform its material obligations under the Credit Documents to which it is a party, or the legality, validity, binding effect, or enforceability against CPS of any such Credit Documents.