Material Adverse Condition Sample Clauses

Material Adverse Condition. A condition which would materially --------------------------- restrict, limit, increase the cost or burden of or otherwise adversely affect or materially impair the right of Buyer to the ownership, use, control, enjoyment or operation of the Station or the proceeds therefrom; provided, however, that any condition which requires that the Station be operated in accordance with a condition similar to those contained in the present FCC licenses issued for operation of the Station shall not be deemed a Material Adverse Condition.
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Material Adverse Condition. Permit an event to occur or condition to exist which has or would have a Material Adverse Effect upon the financial condition of the Borrower, as determined in the sole discretion of the Lenders.
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Material Adverse Condition. A condition which would restrict, limit, increase the cost or burden of or otherwise adversely affect or impair in any material respect the right of Buyer to the ownership, use, control, enjoyment or operation of the Stations or the proceeds therefrom; provided, however, that any condition which requires that Buyer file periodic reports with the FCC relating to actions taken to assure compliance with rules and policies of the FCC pertaining to affirmative action and equal opportunity employment shall not constitute a material adverse condition.
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Material Adverse Condition. A condition which would materially --------------------------- restrict, limit, increase the cost or burden of or otherwise adversely affect or materially impair the right of Buyer to the ownership, use, control, enjoyment or operation of the Tower or the proceeds therefrom.
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Material Adverse Condition. There shall not exist Material Adverse Conditions with respect to one or more properties in the Combined Portfolio having an aggregate Allocated Value of greater than $30,000,000. A "Material Adverse Condition" shall be deemed to exist with respect to a property if (i) there shall be Hazardous Substances present or alleged to be present on such property or liability exists or is alleged to exist under any Environmental Law with respect to such property; (ii) such property is subject to any orders, decrees, injunctions or any other proceedings or requirements imposed by any Governmental Authority or Third Party relating to Hazardous Substances or Environmental Law; (iii) a material structural defect shall exist with respect to such property; (iv) a matter which affects title to such property shall exist, whether or not such matter constitutes a Permitted Exception; (v) the property shall not be in compliance in any material respect with Applicable Laws; (vi) all or any material portion of such property shall be damaged by fire or other casualty occurring following the date of this Agreement and prior to Closing; or (vii) such property shall be a Property described in Section 5.4(ii), Section 6.3(d)(ii) or Section 6.3(e)(ii); and, in the case of clauses (i) through (vii), Transferee's proposed lender shall be unwilling to finance such property, shall require substantial reserves or recourse indemnities as a condition to financing such property, or shall otherwise impose other material requirements substantially adverse to Transferee as a condition to financing such property as result of any such matter.
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Material Adverse Condition. A condition which would materially restrict, limit, increase the cost or burden of or otherwise materially adversely affect or materially impair the right of Buyer to the ownership, use, control, enjoyment or operation of the transmitters and other improvements on the Real Property.
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Material Adverse Condition. If after the Effective Date and prior to -------------------------- Closing there is a material adverse change in the condition of the Interests ("Material Adverse Condition"), Seller shall notify Purchaser promptly after Seller learns of such event. After receipt of such notice, Seller and Purchaser shall agree, not later than two (2) days prior to the Closing (if possible, as determined by the date of the occurrence), to adjust the Sale Price in an amount mutually agreeable to the parties. In the event the parties cannot agree to an adjustment amount, Purchaser shall have the option to: (1) exclude the affected Interests and adjust the Sale Price by the amount allocated thereto in Exhibit "D" or "E", or (2) accept the affected Interest with no adjustment, or (3) in the situation where the affected Interests aggregate more than fifteen percent (15%) of the Sale Price, Purchaser may terminate this Agreement, without liability, in which event the Performance Deposit shall be returned to Purchaser in accordance with Article 5. If Purchaser elects to exclude affected Interests aggregating more than fifteen percent (15%) of the Sale Price, then Seller shall have the option to terminate this Agreement, without liability, in which event the Performance Deposit shall be returned to Purchaser in accordance with Article 5.
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Material Adverse Condition. Seller shall not have suffered a Material Adverse Effect since the date of this Agreement.
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Material Adverse Condition. A condition which would adversely affect or impair, in any material respect, the right of a Recipient Party to the ownership, use, control or operation of any Station to be transferred to the Recipient pursuant to this Agreement; provided, however, that any condition which requires (i) that the Recipient Party 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 a 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 such Station, will not be a Material Adverse Condition.
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Related to Material Adverse Condition

  • Material Adverse Effect The occurrence of any event or condition that has had, or could reasonably be expected to have, a Material Adverse Effect.

  • Material Adverse Change A Material Adverse Change occurs;

  • Material Adverse Changes Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the judgment of the Agent there shall not have occurred any Material Adverse Change; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.

  • Company Material Adverse Effect Since the date of this Agreement, there shall not have been any Company Material Adverse Effect or any event, change, or effect that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

  • Parent Material Adverse Effect Since the date of this Agreement, there shall not have been any Parent Material Adverse Effect or any event, change, or effect that would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

  • Financial Condition; No Material Adverse Effect (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present the financial condition of the Borrower and its subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

  • Financial Condition; No Material Adverse Change (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 reported on by Ernst & Young, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 2014, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

  • No Parent Material Adverse Effect Since the date of this Agreement, there shall not have occurred any Parent Material Adverse Effect.

  • No Company Material Adverse Effect Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect.

  • No Material Adverse Change No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

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