Material Adverse Condition definition

Material Adverse Condition means the occurrence, after the date of this Agreement or, if earlier, the date of the financial statements most recently furnished to Lender (as the same may have been supplemented in writing) with respect to a specified Person, of (i) a material adverse change in the business or the financial condition or results of operations of a specified Person, (ii) a material adverse change in the ability of a specified Person to make any payment payable by such Person under or to perform any or all of such Person's other material obligations under this Agreement or any of the other Loan Documents, (iii) a condition or circumstance resulting in or causing any material adverse effect on the legality, validity or enforceability of any of the Loan Documents or Lender's ability to enforce any of its rights under the Loan Documents, or (iv) a condition or circumstance resulting in or causing any material adverse effect on the Lien and security interest of Lender in, or the value of, the Collateral.

Material Adverse Condition. A condition which would restrict, limit, increase the cost or burden of or otherwise adversely affect or impair, in each case in any material respect, the right of Buyer to the ownership, use, control or operation of the Station or the proceeds therefrom; provided, however, that any condition which requires (i) that Buyer 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 the 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 the Station, shall not be a Material Adverse Condition.

Material Adverse Condition means a material adverse effect on the business, property, operations, prospects or condition (financial or otherwise) of the Borrower and its subsidiaries, taken as a whole.

Examples of Material Adverse Condition in a sentence

• Seller has no knowledge of any matters (i) which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any of the FCC Licenses or the imposition of any fines or forfeitures by the FCC, or (ii) against Seller which could reasonably be expected to result in the FCC's refusal to grant approval of the assignment to Buyer of the FCC Licenses or the imposition of any Material Adverse Condition in connection with approval of such assignment.

• Buyer shall not knowingly take, and Seller covenants that Seller shall not knowingly take, any action that party knows or has reason to know would materially and adversely affect or materially delay issuance of the FCC Order or materially and adversely affect or materially delay its becoming a Final Action without a Material Adverse Condition, unless such action is requested or required by the FCC, its staff or the Rules and Regulations.

• Buyer shall notify Seller in writing either during or at the end of the Due Diligence Period with respect to whether or not Buyer has discovered any such Material Adverse Condition.

• Likewise, a lawyer may participate in lawyer referral programs and pay the usual fees charged by such programs, provided the programs are in compli- ance with the registration requirements of sub-paragraph (c)(1) or (c)(2) of this Rule 7.3: Direct Contact with Prospective Clients and the communications and practices of the organization are not deceptive or misleading.

• If Buyer's written notice to Seller indicates that the Updated Due Diligence has disclosed a Material Adverse Condition, then this Agreement shall terminate and the Earnxxx Xxxey Deposit (including all interest earned thereon) shall be returned to Buyer.

More Definitions of Material Adverse Condition

Material Adverse Condition means (a) a material adverse change in the business, assets, financial condition or operations of the Company Parties, taken as a whole, (b) a material adverse effect on any Company Party’s ability, as a whole, to perform its obligations under the Loan Agreement, any other document contemplated by the Loan Agreement or any Equity Documents, or (c) a material adverse change on the validity or enforceability of this Agreement or any of the other material Exchange Documents (other than as a direct result of an action or omission by Administrative Agent or Representative solely to the extent that Administrative Agent or Representative was expressly required to take such action under the Exchange Documents and failed to do so).

Material Adverse Condition has the meaning set forth in Section 6.04(a).

Material Adverse Condition refers to an environmental or structural defect set forth in a third party report and affecting a Property the remediation of which would cost over ten percent of the Purchase Price allocated to such Property.

Material Adverse Condition means an environmental or structural condition affecting any Property, the remediation of which would cost in excess of five percent (5%) of the allocated price for such Property as set forth on Exhibit 5.

Material Adverse Condition means a condition, event or circumstance that would materially restrict, limit, increase the cost or burden of, or otherwise materially adversely affect or materially impair the right of the Univision Parties to the ownership, use, control, enjoyment or operation of, the Entravision Stations or the proceeds therefrom; provided that (1) any condition that requires that an Entravision Station be operated in accordance with a condition similar to those contained in the present FCC Licenses issued for operation of such Entravision Station and (2) any condition affecting the radio industry generally or the markets in which such Entravision Station operates, or general, national, regional or local economic or financial conditions, or regulatory changes or changes in applicable Law shall not be deemed a Material Adverse Condition.

Material Adverse Condition means a circumstance or event that has caused, or is causing, a material deterioration in the condition, utility or value of the Leased Premises or any part thereof or is resulting, or is reasonably expected to result, in a material liability on the part of Landlord (even if Landlord is indemnified therefor by Tenant) or in any possibility of criminal liability on the part of Landlord or in an inability, or likely inability of Landlord to sell the Leased Premises without a material reduction in price or in an inability or likely inability to insure the Leased Premises as required by this Lease.

Material Adverse Condition means a condition or circumstance that results in or causes, or has a reasonable likelihood of resulting in or causing a material adverse effect (including, without limitation, as a result of a material default by a Tenant under a Major Lease or a material change in the financial condition of a Tenant under a Major Lease or of any guarantor thereof) upon (i) the business or the financial condition or results of operation of Mezzanine Borrower, Property Owner, or any Guarantor, (ii) the ability of Mezzanine Borrower or any Guarantor to make any payment under or to perform any or all of its obligations under this Agreement or any of the other Mezzanine Loan Documents, (iii) the legality, validity or enforceability of any of the Mezzanine Loan Documents or Mezzanine Lender's ability to enforce any of its rights under the Mezzanine Loan Documents, or (iv) the Lien and security interest of Mezzanine Lender or the value of the Collateral or the Property.