Common use of Definition of Material Adverse Effect Clause in Contracts

Definition of Material Adverse Effect. “Material Adverse Effect” with respect to a party means a material adverse change in or effect on the business, operations, financial condition, properties or liabilities of the party taken as a whole; provided, however, that a Material Adverse Effect shall not be deemed to include (i) changes as a result of the announcement of this transaction, (ii) events or conditions arising from changes in general business or economic conditions or (iii) changes in generally accepted accounting principles.

Definition of Material Adverse Effect. “Material Adverse Effect” with respect to a party Party means a material adverse change in or effect on the business, operations, financial condition, properties or liabilities of the party that Party taken as a whole; provided, however, that a Material Adverse Effect shall will not be deemed to include (i) changes as a result of the announcement of this transactiontransaction or related transactions contemplated herein, (ii) events or conditions arising from changes in general business or economic conditions or (iii) changes in generally accepted accounting principles.

Definition of Material Adverse Effect. “Material Adverse Effect” with respect to a party means a material adverse change in or effect on the business, operations, financial condition, properties or liabilities of the that party taken as a whole; provided, however, that a Material Adverse Effect shall will not be deemed to include (i) changes as a result of the announcement of this transaction, (ii) events or conditions arising from changes in general business or economic conditions or (iii) changes in generally accepted accounting principles.

Definition of Material Adverse Effect. “Material Adverse Effect” with respect to a party means a material adverse change in or effect on the business, operations, financial condition, properties properties, liabilities or liabilities prospects of the that party taken as a whole; provided, however, that a Material Adverse Effect shall will not be deemed to include (i) changes as a result of the announcement of this transactionAgreement or the transactions contemplated hereby, (ii) events or conditions arising from changes in general business or economic conditions or (iii) changes in generally accepted accounting principles.

Definition of Material Adverse Effect. “Material Adverse Effect” " with respect to a party means a material adverse change in or effect on the business, operations, financial condition, properties or liabilities of the that party taken as a whole; provided, however, that a Material Adverse Effect shall will not be deemed to include (i) changes as a result of the announcement of this transaction, (ii) events or conditions arising from changes in general business or economic conditions or (iii) changes in generally accepted accounting principles.

Definition of Material Adverse Effect. “Material Adverse Effect” with respect to a party means a material adverse change in or effect on the business, operations, financial condition, properties or liabilities of the party taken as a whole; , provided, however, that a Material Adverse Effect shall will not be deemed to include (i) changes as a result of the announcement of this transaction, transaction or (ii) events or conditions arising from changes in general business or economic conditions or (iii) changes in generally accepted accounting principles.

Definition of Material Adverse Effect. “Material Adverse Effect” " with respect to a party means a material adverse change in or effect on the business, operations, financial condition, properties or liabilities of the party taken as a wholethat party; provided, however, that a Material Adverse Effect shall will not be deemed to include (i) changes as a result of the announcement of this transaction, (ii) events or conditions arising from changes in general business or economic conditions or (iii) changes in generally accepted accounting principles. This space intentionally left blank.

Definition of Material Adverse Effect. “Material Adverse Effect” with respect to a party Party means a material adverse change in or effect on the business, operations, financial condition, properties or liabilities of the party that Party taken as a whole; provided, however, that a Material Adverse Effect shall will not be deemed to include (i) changes as a result of the announcement of this transactiontransaction or related transactions contemplated herein, (ii) events or conditions arising from changes in general business or economic conditions or (iii) changes in generally accepted accounting principles.. (Signature Page Follows) SIGNATURE PAGE

Definition of Material Adverse Effect. “Material Adverse EffectEffect ” with respect to a party means a material adverse change in or effect on the business, operations, financial condition, properties or liabilities of the party taken as a whole; provided, however, that a Material Adverse Effect shall not be deemed to include (i) changes as a result of the announcement of this transaction, (ii) events or conditions arising from changes in general business or economic conditions or (iii) changes in generally accepted accounting principles.

Definition of Material Adverse Effect. “Material Adverse Effect” " with respect to a party means a material adverse change in or effect on the business, operations, financial condition, properties properties, liabilities or liabilities prospects of the that party taken as a whole; provided, however, that a Material Adverse Effect shall will not be deemed to include (i) changes as a result of the announcement of this transactionAgreement or the transactions contemplated hereby, (ii) events or conditions arising from changes in general business or economic conditions conditions; (iii) changes in the stock price of such party or (iiiiv) changes in generally accepted accounting principles.

Definition of Material Adverse Effect. “The term "Material Adverse Effect” with respect " as used in this Agreement shall mean an effect that is materially adverse to a party means a material adverse change in or effect on the business, operations, financial condition, properties condition or liabilities results of operations of the party Company and the Subsidiaries (or the Buyer and its subsidiaries, as the case may be) taken as a whole; provided, however, that any impairment of the Company's ability to conduct continuously any material aspect of its business at any one or at more than one of its retail locations will be deemed to constitute a Material Adverse Effect shall not be deemed to include (i) changes as a result of the announcement of this transaction, (ii) events or conditions arising from changes in general business or economic conditions or (iii) changes in generally accepted accounting principlesEffect.

Definition of Material Adverse Effect. “Material Adverse Effect” with respect In this Agreement, any reference to a party means a material adverse effect shall mean any event, change in or effect on that is materially adverse to the condition (financial or otherwise), properties, assets, liabilities, business, operations or results of operations, financial condition, properties or liabilities of the party taken as a whole; provided, however, that a Material Adverse Effect shall and is specific to the Seller and not be deemed to include (i) changes as a result of the announcement of this transaction, (ii) events or conditions an effect arising from or in connection with changes in general business or economic conditions or (iii) changes in generally accepted accounting principlesSeller's industry.

Definition of Material Adverse Effect. “Material Adverse Effect” " with respect to a party Party means a material adverse change in or effect on the business, operations, financial condition, properties properties, liabilities or liabilities prospects of the party that Party taken as a whole; provided, however, that a Material Adverse Effect shall will not be deemed to include (i) changes as a result of the announcement of this transactionAgreement or the transactions contemplated hereby, (ii) events or conditions arising from changes in general business or economic conditions or (iii) changes in generally accepted accounting principles.

Definition of Material Adverse Effect. “Material Adverse Effect” " with respect to a party means a material adverse change in or effect on the business, operations, financial condition, properties or liabilities of the party taken as a whole; , provided, however, that a Material Adverse Effect shall will not be deemed to include (i) changes as a result of the announcement of this transaction, transaction or (ii) events or conditions arising from changes in general business or economic conditions or (iii) changes in generally accepted accounting principles.

Definition of Material Adverse Effect. “Material Adverse Effect” " with respect to a party means a material adverse change in or effect on the business, operations, financial condition, properties or liabilities of the that party taken as a whole; provided, however, that a Material Adverse Effect shall will not be deemed to include (i) changes as a result of the announcement of this transaction, (ii) events or conditions arising from changes in general business or economic conditions or (iii) changes in generally accepted accounting principles.. Signature Page Follows

Definition of Material Adverse Effect. “Material Adverse Effect” " with respect to a party Party means a material adverse change in or effect on the business, operations, financial condition, properties properties, liabilities or liabilities prospects of the party that Party taken as a whole; provided, however, that a Material Adverse Effect shall will not be deemed to include (i) changes as a result of the announcement of this transactionAgreement or the transactions contemplated hereby, (ii) events or conditions arising from changes in general business or economic conditions conditions, or (iii) changes in generally accepted accounting principlesprinciples ("GAAP").

Definition of Material Adverse Effect. “Material Adverse Effect” with respect In this Agreement, any ------------------------------------- reference to a party means a material adverse effect shall mean any event, change in or effect on that is materially adverse to the condition (financial or otherwise), properties, assets, liabilities, business, operations or results of operations, financial condition, properties or liabilities of the party taken as a whole; provided, however, that a Material Adverse Effect shall and is specific to the Seller and not be deemed to include (i) changes as a result of the announcement of this transaction, (ii) events or conditions an effect arising from or in connection with changes in general business or economic conditions or (iii) changes in generally accepted accounting principlesSeller's industry.

Definition of Material Adverse Effect. “Material Adverse Effect” " with respect to a party the Company means a material an individual or cumulative adverse change in or effect on the business, customers, customer relations, operations, properties, working capital condition (financial conditionor otherwise), assets, properties or liabilities of the party Company taken as a whole; providedwhole that is reasonably expected to be materially adverse to the business, howeverproperties, that a Material Adverse Effect shall not be deemed to include working capital condition (i) changes financial or otherwise), assets, or liabilities of the Company taken as a result of whole or would prevent the announcement of this transaction, (ii) events Company or conditions arising the Seller from changes in general business or economic conditions or (iii) changes in generally accepted accounting principlesconsummating the transactions contemplated hereby.

Definition of Material Adverse Effect. “Material Adverse Effect” " with respect to a party means a material adverse change in or effect on the business, operations, financial condition, properties properties, liabilities or liabilities prospects of the that party taken as a whole; provided, however, that a Material Adverse Effect shall will not be deemed to include (i) changes as a result of the announcement of this transactionAgreement or the transactions contemplated hereby, (ii) events or conditions arising from changes in general business or economic conditions or (iii) changes in generally accepted accounting principles.

Definition of Material Adverse Effect. “Material Adverse Effect” with respect to a party means a material adverse change in or effect on the business, operations, financial condition, properties or liabilities of the party taken as a whole; provided, however, that a Material Adverse Effect shall will not be deemed to include (i) changes as a result of the announcement of this transaction, transaction or (ii) events or conditions arising from changes in general business or economic conditions or (iii) changes in generally accepted accounting principles.

Definition of Material Adverse Effect. “Material Adverse Effect” with respect to a party means a material adverse change in or effect on the business, operations, financial condition, properties or liabilities of the party that Party taken as a whole; provided, however, that a Material Adverse Effect shall will not be deemed to include (i) changes as a result of the announcement of this transactiontransaction or related transactions contemplated herein, (ii) events or conditions arising from changes in general business or economic conditions or (iii) changes in generally accepted accounting principles.. SECTION 8

Definition of Material Adverse Effect. “Material Adverse Effect” material adverse effect" with respect to a party means a material adverse change in or effect on the business, operations, financial condition, properties properties, liabilities or liabilities prospects of the that party taken as a whole; provided, however, that a Material Adverse Effect shall material adverse effect will not be deemed to include (i) changes as a result of the announcement of this transactionAgreement or the transactions contemplated hereby, (ii) events or conditions arising from changes in general business or economic conditions or (iii) changes in generally accepted accounting principles.

Definition of Material Adverse Effect. “Material Adverse Effect” " with respect to a party means a material adverse change in or effect on the business, operations, financial condition, properties or liabilities of the party taken as a wholethat party; provided, however, that a Material Adverse Effect shall will not be deemed to include (iI) changes as a result of the announcement of this transaction, (ii) events or conditions arising from changes in general business or economic conditions or (iii) changes in generally accepted accounting principles. This space intentionally left blank.

Definition of Material Adverse Effect. “Material Adverse Effect” material adverse effect" with respect to a party means a material means adverse change in or effect on the business, operations, financial conditioncondition properties, properties liabilities or liabilities prospects of the that party taken as a whole; provided, provided however, that a Material Adverse Effect shall material adverse effect will not be deemed to include (i) changes as a result of the announcement of this transactionAgreement or the transactions contemplated hereby, (ii) events or conditions arising from changes in general business or economic conditions or (iii) changes in generally accepted accounting principles.

Definition of Material Adverse Effect. “As used in this Agreement, the term "Material Adverse Effect” with respect to a party means " shall mean a material adverse change effect in the business or effect on in the business, operations, financial condition, properties results of operations, properties, assets, liabilities or liabilities prospects of Seller or the party taken as a whole; providedSubsidiaries, howeveror any of them, that a Material Adverse Effect shall not be deemed or on the ability of Seller to include (i) changes as a result of the announcement of enter into this transaction, (ii) events or conditions arising from changes in general business or economic conditions or (iii) changes in generally accepted accounting principlesAgreement and perform its obligations hereunder.

Definition of Material Adverse Effect. “As used in this Agreement, any reference to any state of facts, event, change or effect having a "Material Adverse Effect” " on or with respect to a party either i360 or InfoCast, means such state of facts, event, change or effect that has had or would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of the any change in or effect on the business, operations, financial condition, properties condition or liabilities results of the party making such representation and its subsidiaries, taken as a whole; provided, however, that a Material Adverse Effect shall not be deemed to include (i) changes as a result of the announcement of this transaction, (ii) events or conditions arising from changes in general business or economic conditions or (iii) changes in generally accepted accounting principles.

Definition of Material Adverse Effect. ““ Material Adverse Effect” with respect to a party means a material adverse change in or effect on the business, operations, financial condition, properties or liabilities of the party taken as a whole; provided, however, that a Material Adverse Effect shall not be deemed to include (i) changes as a result of the announcement of this transaction, (ii) events or conditions arising from changes in general business or economic conditions or (iii) changes in generally accepted accounting principles.