Materially Adversely Affect definition

Materially Adversely Affect means any event or change which has a material adverse effect on (a) the properties, business, prospects, operations, earnings, assets, liabilities or the condition (financial or otherwise) of a party taken as a whole, whether or not in the ordinary course of business, (b) the ability of a party to perform its obligations under this Agreement or (c) the validity or enforceability of this Agreement.

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Materially Adversely Affect means with respect to the treatment of or Distribution on account of Class 2 Claims of members of, or funds or accounts advised or managed by members of, the Ad Hoc Committee of 8 7/8% Noteholders, a change which has a material adverse effect and shall include, without limitation, a reduction of more than one cent per dollar of the amount of the Distributions on account of such Class 2 Claims, but shall not include, without limitation, any reduction in Distribution of less than or equal to one cent per dollar on account of such Class 2 Claims.

Materially Adversely Affect shall have a correlative meaning.

Examples of Materially Adversely Affect in a sentence

• To Meridian's knowledge, Meridian has obtained all Private Authorizations (other than those with respect to the New Sites) with respect to the ownership or operation of the Meridian Assets or the conduct of the Meridian Business as currently conducted which, if not obtained and maintained, could, individually or in the aggregate, Materially Adversely Affect Meridian.

• The individual materiality exceptions and qualifications contained herein or in the Seller Disclosure Schedules do not in the aggregate, in the reasonable business judgment of Seller, prevent the Seller Business from operating in the ordinary course or, in the aggregate, Materially Adversely Affect the value of Seller Assets or the Seller Business in the hands of ATS.

• There is no Event known to Evergreen which Materially Adversely Affects, or (so far as any Evergreen Party can now reasonably foresee) is likely to Materially Adversely Affect, Evergreen, except to the extent specifically described in Section 3.3 of the Evergreen Disclosure Schedule.

• The EZ Private Authorizations are all Private Authorizations that are necessary for the ownership and operation by EZ of the EZ Assets and the EZ Stations and the conduct of business thereof as now conducted or as presently proposed to be conducted or which, if not obtained and maintained, could, individually or in the aggregate, Materially Adversely Affect EZ.

• The Company promptly (and, in any event, not later than the date of release of such information to the public generally) shall notify the Purchasers of any litigation or governmental proceeding or investigation pending (or, to the best knowledge of the Company, threatened) against the Company or against any officer, director, key employee, or principal stockholder of the Company, that has had or may have a Materially Adversely Affect.

• The Evergreen Private Authorizations are all Private Authorizations that are necessary for the ownership and operation by Evergreen of the Evergreen Assets and the Evergreen Stations and the conduct of business thereof as now conducted or as presently proposed to be conducted or which, if not obtained and maintained, could, individually or in the aggregate, Materially Adversely Affect Evergreen.

• There is no Event known to EZ which Materially Adversely Affects, or (so far as any EZ Party can now reasonably foresee) is likely to Materially Adversely Affect, EZ, except to the extent specifically described in Section 4.3 of the EZ Disclosure Schedule.

• There is no Event known to SFX which Materially Adversely Affects, or (so far as SFX can now reasonably foresee) is likely to Materially Adversely Affect, SFX, except to the extent specifically described in Section 3.3 of the SFX Disclosure Schedule.

• The Evergreen Private Authorizations are all Private Authorizations that are necessary for the ownership and operation by Evergreen of the Evergreen Assets and the Evergreen Station and the conduct of business thereof as now conducted or as presently proposed to be conducted or which, if not obtained and maintained, could, individually or in the aggregate, Materially Adversely Affect Evergreen.

• There is, as of the date hereof, no fact known to the Company which, in the reasonable judgment of the Company, Materially Adversely Affects, or might, in the reasonable judgment of the Company (so far as the Company can now foresee), Materially Adversely Affect, the Company.

More Definitions of Materially Adversely Affect

Materially Adversely Affect or related terms means an effect that results in or causes, or has a reasonable likelihood of resulting in or causing, a Material Adverse Change.

Materially Adversely Affect has a corresponding meaning.

Materially Adversely Affect. (hereinafter defined as delaying Buyer's development of the Property beyond ninety (90) days or prohibiting Buyer's intended development of the Property) or (iii) "Materially Increase" (hereinafter defined as more than one million dollars ($1,000,000.00) of actual, expected, out-of-pocket costs not including carrying costs on the Purchase Price) the cost of Buyer's intended development of the Property, and there has been no breach of the terms of this Contract by Buyer, Buyer may, within ten (10) days of notice of such change in circumstances, either (i) terminate this Contract by delivery of written notice to the Association, in which event (x) if the Deposit is still being held by Escrow Agent, the Deposit shall be returned to Buyer, or (y) if the Deposit and the Purchase Price Advance have been released to Seller, the Deposit shall be retained by Seller and the Purchase Price Advance shall be returned to Buyer, and the parties shall have no further rights or obligations under this Contract, except for Buyer's Study Period Obligations, or (ii) proceed to closing hereunder. Notwithstanding the foregoing, in the event that the representation or warranty of Seller was either (a) not true in a material respect at the time of execution of this Contract as a result of an intentional misrepresentation not involving any matters of record or which were discovered by Buyer during the Study Period, or (b) was true at the time of execution of this Contract but was not true in a material respect at the time of closing as a result of a material default or breach by Seller (rather than as a result of a change in circumstances or the occurrence of events which is beyond the reasonable control of Seller) and such breach (whether under both (a) and (b) above) has thereafter resulted in the title to the Property becoming unmarketable or uninsurable under a standard ALTA owner's or lender's title insurance policy or that would Materially Adversely Affect or Materially Increase the cost of Buyer's intended development of the Property, then in addition to the right of Buyer to elect either of the options set forth in clauses (i) or (ii) above, Buyer shall also be entitled to a return of the Deposit if it was previously released to Seller and to recover from Seller all actual monetary damages which may be available at law as a result of the breach including (without limitation) reimbursement of out-of-pocket costs and expenses incurred by Buyer in connection with this transact...