Materially Adverse Change definition
Materially Adverse Change the occurrence and continuation of one or more of the following events (i) a material adverse change in the financial condition, financial results, business or operations of Borrower or Guarantor which could reasonably be expected to materially adversely affect its ability to perform its obligations under the Basic Documents, or (ii) Borrower or Guarantor, as debtor, shall have commenced or there shall be pending or there shall have been commenced against Borrower or Guarantor and be pending a case, proceeding or other action under applicable bankruptcy or insolvency laws or similar legislation.
Materially Adverse Change means an act, omission, situation, circumstance, event or undertaking which could reasonably be expected to have singly or in combination with one or more other acts, omissions, situations, circumstances, events or undertakings a Material Adverse Effect.
Materially Adverse Change the occurrence and continuation of one or more of the following events: (i) a material adverse change in the financial condition, financial results, business or operations of Borrower (as measured against Borrower’s status based on December 31, 2017 year-end audited financial statements) which could reasonably be expected to materially adversely affect its ability to perform its obligations under this Agreement, or (ii) Borrower, as debtor, shall have commenced or there shall be pending or there shall have been commenced against Borrower and be pending a case, proceeding or other action under applicable bankruptcy or insolvency laws or similar legislation.”
Examples of Materially Adverse Change in a sentence
Lessee is duly qualified to do business as a foreign corporation in good standing in each jurisdiction in which the nature and extent of the business conducted by it, or the ownership of its properties, requires such qualification, except where the failure to be so qualified would not give rise to a Materially Adverse Change to Lessee.
As of the date of this Agreement, there has been no Materially Adverse Change.
Borrower is duly qualified to do business as a foreign corporation in good standing in each jurisdiction in which the nature and extent of the business conducted by it, or the ownership of its properties, requires such qualification, except where the failure to be so qualified does not constitute or would not give rise to a Materially Adverse Change to Borrower.
There are no pending actions or proceedings before any court or administrative agency which may be expected to result in a Materially Adverse Change.
Borrower is a duly organized corporation existing in good standing under the laws of Nevada, has the corporate power and legal authority to own or lease property and to carry on business as a Section 1110 Airline, and is duly qualified to do business in all jurisdictions wherein such qualification is necessary (except in any jurisdictions in which the failure to qualify would result in no Materially Adverse Change).
More Definitions of Materially Adverse Change
Materially Adverse Change with respect to any Person, any event, condition, or circumstance that materially 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. Moody’s: ▇▇▇▇▇’▇ Investors Service, Inc. Mortgage: Trust Indenture and Mortgage N[ ]AT, dated the Closing Date, between Borrower and Mortgagee.
Materially Adverse Change with respect to any Person, any event, condition, or circumstance that materially 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. Maturity Date: for any Applicable Equipment Note, the Payment Date falling on or about 12 years following the Scheduled Delivery Date for the related Aircraft. Mortgage: in respect of an Aircraft, a Trust Indenture and Mortgage, dated an Applicable Closing Date, between Borrower and WFB (in its individual capacity and as the Applicable Mortgagee) in the form attached to the Loan Agreement as Exhibit A. Mortgagee: ▇▇▇▇▇ Fargo Bank Northwest, National Association, a national banking association, not in its individual capacity but as a mortgagee under a Mortgage. Non-U.S. Person: any Person, other than a U.S. Person. Officer’s Certificate: of any party to the Loan Agreement, a certificate signed by the Chairman, the President, any Vice President (including those with varying ranks such as Executive, Senior, Assistant, or Staff Vice President), the Treasurer, or the Secretary of such party. Operative Agreements: the Loan Agreement, each Mortgage, each Equipment Note, each Consent and Agreement, each Engine Consent and Agreement and each GEES Acknowledgment and Agreement.
Materially Adverse Change the occurrence and continuation of one or more of the following events (i) a material adverse change in the financial condition, financial results, business or operations of Borrower which could reasonably be expected to materially adversely affect its ability to perform its obligations under this Agreement, or (ii) Borrower, as debtor, shall have commenced or there shall be pending or there shall have been commenced against Borrower and be pending a case, proceeding or other action under applicable bankruptcy or insolvency laws or similar legislation.
Materially Adverse Change means any change, circumstance, or effect that does have, or is reasonably likely to have, a materially adverse effect on the business, operations, financial condition of the Company taken as a whole, or the ability of the Company or the Stockholders to consummate the Contemplated Transactions; provided, however, that Materially Adverse Effect and Materially Adverse Change shall not include any adverse changes or conditions as and to the extent such changes or conditions result from or relate to (i) general business or economic conditions, including such conditions related to the business of the Company, (ii) national or international political or social conditions, including the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the United States, or any of its territories, possessions, or diplomatic or consular offices, or upon any military installation, equipment, or personnel of the United States, (iii) financial, banking, or securities markets (including any disruption thereof any decline in prevailing interest rates or any market index), (iv) changes in GAAP, (v) changes in Legal Requirements issued by any Governmental Body, or (vi) the taking of any action contemplated by this Agreement and the other Transaction Documents.
Materially Adverse Change means any materially adverse change in the Business, the Company Assets as a whole, the Liabilities as a whole, or the operations, financial performance or the results of operations of Company, but excluding (i) any such change arising out of general economic conditions, and (ii) any such change arising out of conditions generally affecting the industry in which Company operate, and not affecting them in a disproportionate manner.
Materially Adverse Change with respect to any Person means any materially adverse change in the assets, liabilities, financial condition, operating results, customer, employee or supplier relations, business (as currently conducted), business condition or financing arrangements of such Person (taken as a whole on a consolidated basis with its consolidated subsidiaries, if any) or in the ability of such Person to perform the transactions contemplated hereby to be performed by such Person.
Materially Adverse Change means a change in the assets, business, operations, financial condition or results of operations of a Party, that, taken as a whole, is materially adverse to such Party, but shall specifically exclude a change resulting from (i) general economic conditions applicable to the SMR industry, (ii) general conditions in the markets in which the applicable SMR Stations operate, or (iii) circumstances that are not likely to recur and which have been substantially remedied or can be substantially remedied without substantial cost or delay.