Material Adverse Change definition

Material Adverse Change means any material adverse change in the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower or the Borrower and its Subsidiaries taken as a whole.

Material Adverse Change is (a) a material impairment in the perfection or priority of Bank’s Lien in the Collateral or in the value of such Collateral; (b) a material adverse change in the business, operations, or condition (financial or otherwise) of Borrower; or (c) a material impairment of the prospect of repayment of any portion of the Obligations.

Material Adverse Change means any material adverse change (i) in the business, condition (financial or otherwise) or operations of the Borrower and its Subsidiaries, taken as a whole, or (ii) that is reasonably likely to affect the legality, validity or enforceability of this Agreement against the Borrower or the ability of the Borrower to perform its obligations under this Agreement.

Examples of Material Adverse Change in a sentence

• Since December 31, 2023, there has been no Material Adverse Change.

• No labor dispute with the employees of the Company or any of its Subsidiaries exists or, to the knowledge of the Company, is imminent which would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change.

• The Company is not in violation of any term or provision of (i) its Charter, or (ii) in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entity except in the case of clause (ii) where such violations would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Change.

• No member of the Group is in breach of or in default of: (a) any Material Contract; or (b) any other contract or agreement which may result in or has resulted in a Material Adverse Change.

• Each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary except where the failure to pay such taxes would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.

More Definitions of Material Adverse Change

Material Adverse Change means any effect, change, event or occurrence that is, or is reasonably likely to be, materially adverse to the results of operations, condition (financial or otherwise), assets, properties, capital, liabilities (contingent or otherwise), cash flow, income or business operations of the Corporation and its subsidiaries taken as a whole;

Material Adverse Change or “Material Adverse Effect” means a material adverse change in or, as the case may be, effect on (i) the business, condition (financial or otherwise), or operations of the Borrower and its Consolidated Subsidiaries taken as a whole, (ii) the legality, validity or enforceability of this Agreement or (iii) the ability of the Borrower to pay and perform its obligations hereunder.

Material Adverse Change means any event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Material Adverse Change means, with respect to any person, any event, condition or circumstance that materially and adversely affects such person’s business or consolidated financial condition, or its ability to observe or perform its obligations, liabilities and agreements under the Operative Agreements.

Material Adverse Change is (a) a material impairment in the perfection or priority of Bank’s Lien in the Collateral or in the value of such Collateral; (b) a material adverse change in the business, operations, or condition (financial or otherwise) of Borrower; (c) a material impairment of the prospect of repayment of any portion of the Obligations; or (d) Bank determines, based upon information available to it and in its reasonable judgment, that there is a reasonable likelihood that Borrower shall fail to comply with one or more of the financial covenants in Section 6 during the next succeeding financial reporting period.

Material Adverse Change means a material adverse change in the business, operations, affairs, or condition (financial or otherwise) of the Company.

Material Adverse Change is defined in Section 8.3.