Common use of Material Adverse Effect Clause in Contracts

Material Adverse Effect. The term "Material Adverse Effect" shall mean, with respect to the consequences of any fact or circumstance (including the occurrence or non-occurrence of any event) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, any material damages.

Material Adverse Effect. The term "Material Adverse Effect" shall meanmean a material adverse effect on the Nonmedical Assets and the Company's business, with respect to the consequences operations, condition (financial or otherwise) or results of any fact or circumstance (including the occurrence or non-occurrence of any event) to the Businessoperations, that such fact or circumstance has causedtaken as a whole, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other considering all relevant facts and circumstances, any material damages.

Material Adverse Effect. The For purposes of this Agreement, the term "Material Adverse Effect" shall meanmean an event, with respect to the consequences of any fact circumstance, loss, development or circumstance effect (including the occurrence or non-occurrence of any event) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly individually or in the aggregate with other facts and circumstancesaggregate) when considered in light of the total operations of the Company, would prohibit the Company from engaging in any material damagesaspect of its business or result in a material adverse change in the business, operations, properties, prospects or assets of the Company, or if measured monetarily, would exceed $100,000.

Material Adverse Effect. The term As used herein the term, "Material Adverse Effect" shall meanmeans any material adverse effect on the business, with respect to properties, assets, operations, results of operations or financial condition of the consequences of any fact Company, taken as a whole, or circumstance (including on the occurrence or non-occurrence of any event) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly transactions contemplated hereby or in the aggregate with other facts and circumstancesTransaction Documents, any material damagesor on the authority or ability of the Company to perform its obligations under the Transaction Documents.

Material Adverse Effect. The term "“Material Adverse Effect" shall mean” means any material adverse effect on (i) the business, with respect to the consequences of any fact or circumstance properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) or prospects of the occurrence or non-occurrence of any eventCompany and its subsidiaries, taken as a whole, (ii) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly transactions contemplated hereby or in any of the aggregate with other facts and circumstances, Transaction Documents or (iii) the authority or ability of the Company or any material damagesof its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below).

Material Adverse Effect. The term "“Material Adverse Effect" ” shall mean, : with respect to the consequences of any fact or circumstance Person in question: (including the occurrence or non-occurrence of any eventi) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly a material adverse effect (whether taken individually or in the aggregate with all other facts and circumstancessuch effects) on the financial condition, business, results of operations or properties of such Person; or (ii) an effect which would materially impair the Person’s ability to timely consummate the transactions contemplated under this Agreement; or (iii) any material damagesevent, circumstance or condition affecting a Person which would prevent or materially delay the consummation of the transactions contemplated under this Agreement.

Material Adverse Effect. The term "“Material Adverse Effect" ” shall mean, with respect refer to the consequences of any fact or circumstance (including the occurrence or non-occurrence of any event) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, any material damagesadverse effect on the condition (financial or otherwise), prospects, business, properties, net worth, or results of operations of the Company on a consolidated basis.

Material Adverse Effect. The As used in this Section 4, the term "“Material Adverse Effect" shall mean” means a material adverse effect upon the business, with respect to financial condition, results of operation, properties or operations of the consequences of any fact or circumstance (including the occurrence or non-occurrence of any event) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts Company and circumstances, any material damagesits Subsidiaries taken as a whole.

Material Adverse Effect. The term "“Material Adverse Effect" ” shall meanmean any adverse change in the business, with respect operations, assets (including intangible assets), liabilities (contingent or otherwise), results of operations or financial performance, or condition (financial or otherwise) of Raybor or of ICM, as the case may be, which is material to Raybor or to the consequences of any fact or circumstance (including Shareholders, as the occurrence or non-occurrence of any event) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, any material damagescase may be.

Material Adverse Effect. The term "Material Adverse Effect" when used with reference to a Person shall meanmean a material adverse effect on the business, with respect to properties (taken as a whole) or financial condition of the consequences of any fact Person or circumstance (including the occurrence or non-occurrence of any event) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, any material damagesPersons.

Material Adverse Effect. The term "Material Adverse Effect" shall meanmean a material adverse effect on the business, with respect financial condition , results of operations, assets or liabilities of the Company and its Subsidiaries or Parent and its Subsidiaries (including Acquisition), as applicable, each taken as a whole, excluding any changes and effects resulting from general changes in economic, market, regulatory or political conditions or changes in conditions generally applicable to the consequences of any fact industries in which the Company and its Subsidiaries or circumstance (including the occurrence or non-occurrence of any event) to the BusinessParent and its Subsidiaries, that such fact or circumstance has causedas applicable, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, any material damagesare involved.

Material Adverse Effect. The term "Material Adverse Effect" shall meanmean a material adverse effect on the Company's business, with respect to the consequences operations, condition (financial or otherwise) or results of any fact or circumstance (including the occurrence or non-occurrence of any event) to the Businessoperations, that such fact or circumstance has causedtaken as a whole, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other considering all relevant facts and circumstances, any material damages.

Material Adverse Effect. The term "“Material Adverse Effect" ” shall mean, with respect to the consequences of any fact or circumstance (including the occurrence or non-occurrence of mean any event, condition or occurrence reasonably expected to have a material adverse effect on (i) to the condition (financial or otherwise), prospects, assets or properties of the Business, that such fact including the suspension of or circumstance has caused, is causing material limitation on the operation thereof or will cause, directly, indirectly (ii) this Agreement or consequentially, singly or in the aggregate with other facts and circumstances, any material damagesability of the parties to consummate the transactions contemplated hereby.

Material Adverse Effect. The For purposes of this Debenture the term "Material Adverse Effect" shall meanmean an event, with respect to the consequences of any fact circumstance, loss, development or circumstance effect (including the occurrence or non-occurrence of any event) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly individually or in the aggregate with other facts and circumstancesaggregate) when considered in light of the total operations of the Company, which would prohibit the Company from engaging in any material damagesaspect of its business or result in a material adverse change in the business, operations, properties, prospects or assets of the Company, or if measured monetarily, would exceed $150,000.

Material Adverse Effect. The term "Material Adverse Effect" shall meanmean a material adverse effect on the business, with respect to condition (financial or otherwise), results of operations, assets or liabilities of the consequences of any fact or circumstance (including the occurrence or non-occurrence of any event) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, any material damagesCompany taken as a whole.

Material Adverse Effect. The term "“Material Adverse Effect" ” shall meanmean any adverse change in the business, with respect operations, assets (including intangible assets), liabilities (contingent or otherwise), results of operations or financial performance, or condition (financial or otherwise) of Raybor or of B2B, as the case may be, which is material to Raybor or to the consequences of any fact or circumstance (including Shareholders, as the occurrence or non-occurrence of any event) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, any material damagescase may be.

Material Adverse Effect. The term "“Material Adverse Effect" shall mean” means any change, with respect to the consequences of any fact effect, event, or circumstance (including the occurrence or non-occurrence of any event) to the Businessthat, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly individually or in the aggregate with other facts aggregate, would have a materially adverse effect on the operations, assets, liabilities, business, results of operations or financial condition of the Company and circumstancesits Subsidiaries, any material damagestaken as a whole.

Material Adverse Effect. The term "Material Adverse Effect" shall meanmean a material adverse effect upon the business, with respect to results of operations, financial condition, assets or prospects of the consequences of any fact or circumstance (including the occurrence or non-occurrence of any event) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, any material damagesCompany.

Material Adverse Effect. The term "“Material Adverse Effect" ” shall mean, with respect to the consequences of any fact or circumstance (including the occurrence or non-occurrence of mean any event) , condition or change which materially and adversely affects or could reasonably be expected to materially and adversely affect the BusinessBusiness or the financial results of operations of the Loan Recipient, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, any material damagesits financial condition.

Material Adverse Effect. The term "“Material Adverse Effect" ” shall meanmean any adverse change in the business, with respect operations, assets (including intangible assets), liabilities (contingent or otherwise), results of operations or financial performance, or condition (financial or otherwise) of Raybor or of Freedom, as the case may be, which is material to Raybor or to the consequences of any fact or circumstance (including Shareholders, as the occurrence or non-occurrence of any event) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, any material damagescase may be.

Material Adverse Effect. The term words "Material Adverse Effect" shall mean, with respect to the consequences of any fact or circumstance means (including the occurrence or non-occurrence of any eventa) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or a material adverse change in the aggregate with other facts business, operations, results of operations, assets, liabilities or condition (financial or otherwise) of Borrowers, taken as a whole, or (b) a material impairment of Borrowers' ability, taken as a whole, to perform their obligations hereunder and circumstances, any material damagesunder the Note or Lender's ability to enforce the Indebtedness or realize upon the Collateral.

Material Adverse Effect. The term "Material Adverse Effect" shall mean, with respect to the consequences any entity or group of entities, a material adverse effect (or any fact or circumstance (including the occurrence or non-occurrence of any event) to the Businessdevelopment which, that such fact or circumstance has causedinsofar as reasonably can be foreseen, is causing reasonably likely to have a material adverse effect), on the business, assets, financial or will causeother condition, directly, indirectly results of operations or consequentially, singly prospects of such entity or in the aggregate with other facts and circumstances, any material damagesgroup of entities taken as a whole.

Material Adverse Effect. The term "Material Adverse Effect" shall meanmean a material adverse effect on the Non-optometric Assets and the Company's business, with respect to the consequences operations, condition (financial or otherwise) or results of any fact or circumstance (including the occurrence or non-occurrence of any event) to the Businessoperations, that such fact or circumstance has causedtaken as a whole, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other considering all relevant facts and circumstances, any material damages.

Material Adverse Effect. The term "“Material Adverse Effect" ” shall meanmean any adverse change in the business, with respect operations, assets (including intangible assets), liabilities (contingent or otherwise), results of operations or financial performance, or condition (financial or otherwise) of Raybor or of ACPA, as the case may be, which is material to Raybor or to the consequences of any fact or circumstance (including Shareholders, as the occurrence or non-occurrence of any event) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, any material damagescase may be.

Material Adverse Effect. The term "Material Adverse Effect" shall meanis defined as any change, with respect effect or occurrence that has, or is reasonably likely to the consequences of any fact or circumstance (including the occurrence or non-occurrence of any event) to the Businesshave, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly individually or in the aggregate with aggregate, a material adverse impact on (i) the condition (financial or otherwise) or prospects of the Company, its business or the Assets, or (ii) the operation of the business before or after the Closing Date or the ownership or other facts use of the Assets by Buyer and circumstances, any material damagesthe Company thereafter.

Material Adverse Effect. The term "Material Adverse Effect" shall meanmean any change or effect that is materially adverse to (i) the business, with respect to operations, properties, prospects, or financial condition of the consequences Company and the Subsidiaries, taken as a whole, excluding any changes or effects (y) caused by changes in general economic conditions or changes generally affecting the industry of the Company and the Subsidiaries or (z) specifically reserved for in the December Balance Sheet or (ii) the ability of any fact Person to perform his or circumstance (including the occurrence or non-occurrence of any event) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, any material damagesits obligations under this Agreement.

Material Adverse Effect. The term "“Material Adverse Effect" shall mean” means any event or condition that could cause or could have a material adverse effect on the assets, with respect to liabilities, revenues, profits, financial condition, business, properties or business prospects of the consequences of any fact or circumstance (including the occurrence or non-occurrence of any event) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, any material damagesCompany.

Material Adverse Effect. The term "Material Adverse Effect" shall meanmean a material adverse effect upon (i) the business, with respect operations, condition (financial or otherwise), performance or properties of the Company or any of its Subsidiaries, (ii) the Company's ability to perform its obligations under any of the consequences Related Agreements, or (iii) the validity or enforceability of, or the Investor's rights and remedies under, this Purchase Agreement or any of any fact or circumstance (including the occurrence or non-occurrence of any event) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, any material damagesRelated Agreements.

Material Adverse Effect. The term "Material Adverse Effect" shall mean, with respect mean any ------------------------ change or effect that is or is reasonably likely to be materially adverse to the consequences of any fact or circumstance relevant Person's business, operations, properties (including the occurrence intangible properties), condition (financial or non-occurrence of any eventotherwise), assets, liabilities (including contingent liabilities) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, any material damagesprospects.

Material Adverse Effect. The term "Material Adverse Effect" shall meanmean a material adverse effect on the Assets and the Acquired Companies' business, with respect to the consequences operations, condition (financial or otherwise) or results of any fact or circumstance (including the occurrence or non-occurrence of any event) to the Businessoperations, that such fact or circumstance has causedtaken as a whole, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other considering all relevant facts and circumstances, any material damages.

Material Adverse Effect. The term "Material Adverse Effect" shall meanmean a material adverse effect on the Non-optical Assets and the Company's business, with respect to the consequences operations, condition (financial or otherwise) or results of any fact or circumstance (including the occurrence or non-occurrence of any event) to the Businessoperations, that such fact or circumstance has causedtaken as a whole, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other considering all relevant facts and circumstances, any material damages.

Material Adverse Effect. The term "“Material Adverse Effect" ” as used in this Agreement shall meanmean a material adverse effect on the condition (financial or other) of the Borrower and its subsidiaries, with respect to the consequences taken as a whole, business, properties or results of any fact or circumstance (including the occurrence or non-occurrence operations of any event) to the BusinessBorrower and its subsidiaries, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, any material damagestaken as a whole.

Material Adverse Effect. The term "Material Adverse Effect" shall mean, with respect to the consequences of any fact an entity, a business, or circumstance (including the occurrence or non-occurrence of any event) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstancesassets, any condition, event, change or occurrence that has or may reasonably be expected to have, a material damagesadverse effect on the assets, business, prospects, operations, results of operations, or financial condition of such business, entity or assets.

Material Adverse Effect. The term "Material Adverse Effect" shall mean, with ----------------------- respect to the consequences of any fact or circumstance (including the occurrence or non-occurrence of any event) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, Person shall mean any material damagesadverse event, change or effect on the business, assets, liabilities, results of operations or financial condition of such Person and its Subsidiaries taken as a whole.

Material Adverse Effect. The term "Material Adverse Effect" shall mean, with respect to a specific entity, means a material adverse effect on the consequences financial condition, business, net worth, assets, employees, obligations, liabilities or results of any fact operations of such entity and its subsidiaries, taken as a whole; except for effects caused by (1) effects or circumstance conditions generally affecting the vitamin and dietary supplement industry; (including the occurrence 2) changes in general business and economic conditions; and (3) changes in laws, regulations or non-occurrence of any event) to the Business, that GAAP which effect such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, any material damagesentities generally.

Material Adverse Effect. The term "Material Adverse Effect" shall mean, with ----------------------- respect to any person means a material adverse effect on the consequences of any fact or circumstance business, financial condition, assets (including the occurrence intangible assets) or non-occurrence results of any event) to the Business, that operations of such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts person and circumstances, any material damagessubsidiaries of such person taken as a whole.

Material Adverse Effect. The term "Material Adverse Effect" shall meanmean changes, with respect to the consequences of any fact developments or circumstance (including the occurrence or non-occurrence of any event) to the Businessoccurrences which, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly individually or in the aggregate aggregate, have materially adversely affected or would have a material adverse effect on the business, prospects, financial position or results of operations of the entity concerned, taken as a whole with other facts and circumstances, any material damagessuch entity's consolidated subsidiaries.

Material Adverse Effect. The As used in this Section 4, the term "“Material Adverse Effect" shall mean” means any circumstance or event which, with respect to the consequences of any fact or circumstance (including the occurrence or non-occurrence of any event) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly individually or in the aggregate with any other facts and circumstancescircumstances or event, any has a material damagesadverse effect on the properties or operations of the Company.

Material Adverse Effect. The term "“Material Adverse Effect" shall mean” means any material adverse effect on (i) the business, with respect to the consequences of any fact or circumstance properties, assets, liabilities, operations (including results thereof), ​ ​ ​ condition (financial or otherwise) or prospects of the occurrence or non-occurrence of any eventCompany and its subsidiaries, taken as a whole, (ii) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly transactions contemplated hereby or in any of the aggregate with other facts and circumstances, Transaction Documents or (iii) the authority or ability of the Company or any material damagesof its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below).

Material Adverse Effect. The term "“Material Adverse Effect" ” shall mean, with respect to the consequences of any fact or circumstance (including the occurrence or non-occurrence of any event) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, mean any material damagesadverse effect on the assets, business, results of operations or condition (financial or otherwise) of the Companies taken as a whole.

Material Adverse Effect. The term "Material Adverse Effect" shall meanmean a material adverse effect on the assets, with respect to business, properties, operations, financial condition, results of operations, liabilities or prospects of the consequences Business or the Company in any respect, either within the vital records division of any fact the Company itself or circumstance (including the occurrence or non-occurrence of any event) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, any material damagesCompany taken as a whole.

Material Adverse Effect. The term "“Material Adverse Effect" ” shall meanmean a material adverse effect on the business, with respect to financial condition, Properties and assets, liabilities, of the consequences of any fact or circumstance (including the occurrence or non-occurrence of any event) to the BusinessCompany, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, any material damagestaken as a whole.

Material Adverse Effect. The When used in connection with the Company, the term "Material Adverse Effect" shall meanmeans any change, effect or circumstance that, individually or when taken together with respect all other such changes, effects or circumstances that have occurred prior to the consequences date of any fact determination of the occurrence of the Material Adverse Effect, is or circumstance is reasonably likely to be materially adverse to the business, operations, assets (including the occurrence intangible assets), condition (financial or non-occurrence of any event) to the Businessotherwise), that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, any material damages.liabilities,

Material Adverse Effect. The term words "Material Adverse Effect" shall meanmean a material adverse effect on the business, with respect to assets, operations, condition (financial or otherwise) or results of operations of the consequences of any fact or circumstance (including the occurrence or non-occurrence of any event) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, any material damagesBorrowers taken as a whole.

Material Adverse Effect. The term "“Material Adverse Effect" shall mean” means an effect, with respect to which results in a material adverse effect on the consequences results of any fact operations, assets or circumstance condition (including financial or otherwise) of the occurrence or non-occurrence of any event) to the BusinessCompany Group, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, any material damagestaken as a whole.

Material Adverse Effect. The term "As used herein, the terms “Material Adverse Effect" ” or “Material Adverse Change” shall meanmean any development, with respect to the consequences of any fact event, condition, obligation, liability or circumstance (including the occurrence or non-occurrence set of events, conditions, obligations, liabilities or circumstances or any eventchange(s) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, any material damages.which:

Material Adverse Effect. The For purposes of this Debenture the term "Material Adverse Effect" shall meanmean an event, with respect to the consequences of any fact circumstance, loss, development or circumstance effect (including the occurrence or non-occurrence of any event) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly individually or in the aggregate with other facts and circumstancesaggregate) when considered in light of the total operations of the Company, which would prohibit the Company from engaging in any material damagesaspect of its business or result in a material adverse change in the business, operations, properties, prospects or assets of the Company, or if measured monetarily, would exceed $100,000.

Material Adverse Effect. The term "Material Adverse Effect" when used with reference to a Person or Persons shall meanmean a material adverse effect on the business, with respect to operations or financial condition of the consequences of any fact Person or circumstance (including the occurrence or non-occurrence of any event) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, any material damagesPersons.

Material Adverse Effect. The term "Material Adverse Effect" shall meanmean a material adverse effect on Seller's operations, with respect to the consequences business, Property, financial condition or results of any fact or circumstance (including the occurrence or non-occurrence of any event) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, any material damagesoperations.

Material Adverse Effect. The term "“Material Adverse Effect" ” shall meanmean a material adverse effect on (a) the business, assets, operations, or financial condition of Tenant and its Subsidiaries, taken as a whole; (b) the ability of Tenant to pay or perform the Obligations in accordance with respect the terms of the Lease and the other Operative Documents; or (c) practical realization of the material rights and remedies of Landlord, Administrative Agent or any Rent Purchaser intended to be provided under the consequences of any fact or circumstance (including the occurrence or non-occurrence of any event) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, any material damagesOperative Documents.

Material Adverse Effect. The term "“Material Adverse Effect" ” shall meanmean a material adverse effect on the business, with respect to the consequences condition (financial or otherwise), results of any fact operations, assets, liabilities, prospects, liquidity or circumstance (including the occurrence properties of Openfilm or non-occurrence of any event) to the BusinessNet Element as applicable, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, any material damageseach taken as a whole.

Material Adverse Effect. The term For purposes of Section 4 of this Agreement, "Material Adverse Effect" shall mean, with respect to the consequences of any fact or circumstance (including the occurrence or non-occurrence of any event) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, mean any material damagesadverse effect on the condition (financial or other), net worth, earnings, business, prospects, management or properties of the Company and its subsidiaries, taken as a whole.

Material Adverse Effect. The term "Material Adverse Effect" shall meanmean a material adverse effect on the business, with respect to financial condition, operation, performance or prospects of the consequences of any fact or circumstance (including the occurrence or non-occurrence of any event) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, any material damagesTarget.

Material Adverse Effect. The term "“Material Adverse Effect" ” shall mean, with respect to the consequences of any fact or circumstance (including the occurrence or non-occurrence of any event) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, mean any material damagesadverse effect on the business, properties or financial condition.

Material Adverse Effect. The term "Material Adverse Effect" shall meanmean any change in or effect on the business, with respect operations, assets or financial condition of any Company which is materially adverse to the consequences of any fact or circumstance (including the occurrence or non-occurrence of any event) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, any material damagesCompanies considered as one enterprise.

Material Adverse Effect. The term "Material Adverse Effect" shall meanEffect means a material adverse effect on the financial condition of the Borrower and the Corporate Guarantor, with respect to the consequences of any fact or circumstance (including the occurrence or non-occurrence of any event) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, any material damagestaken as a whole.

Material Adverse Effect. The term "Material Adverse Effect" shall meanmean a material adverse effect on the Non-optical Assets and the Partnership's business, with respect to the consequences operations, condition (financial or otherwise) or results of any fact or circumstance (including the occurrence or non-occurrence of any event) to the Businessoperations, that such fact or circumstance has causedtaken as a whole, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other considering all relevant facts and circumstances, any material damages.

Material Adverse Effect. The term "Material Adverse Effect" shall meanA material adverse effect on the assets, with respect to business, operations, financial condition or results of operations of the consequences of any fact or circumstance (including the occurrence or non-occurrence of any event) to the BusinessFacilities, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, any material damagestaken as a whole.

Material Adverse Effect. The term "words “Material Adverse Effect" shall mean, with respect ” mean a material adverse effect on (i) the business operations or condition (financial or otherwise) of Borrower and its Subsidiaries taken as a whole or (ii) the ability of Borrower to repay the consequences Indebtedness or otherwise perform its obligations under this Agreement or any of any fact or circumstance (including the occurrence or non-occurrence of any event) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, any material damagesRelated Documents.

Material Adverse Effect. The As used in this Section 4, the term "“Material Adverse Effect" shall mean” means a material adverse effect upon the business, with respect to financial condition, results of operation, properties, liabilities or operations of the consequences of any fact or circumstance (including the occurrence or non-occurrence of any event) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts Company and circumstances, any material damagesits Subsidiaries taken as a whole.

Material Adverse Effect. The term "A Material Adverse Effect" shall meanadverse Effect is a material adverse impact on the results of operations, with respect to liquidity, or future business prospects of the consequences of any fact or circumstance (including the occurrence or non-occurrence of any event) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, any material damagesBorrower.

Material Adverse Effect. The term "Material Adverse Effect" shall meanmean a material adverse change in, with respect to or the consequences of any fact or circumstance (including the occurrence or non-occurrence of any event) event which would be likely to have a material adverse effect on, the Businessbusiness, that such fact financial condition, operations, assets, prospects or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in results of operations of the aggregate with other facts Company and circumstances, any material damagesits Subsidiaries taken as a whole.

Material Adverse Effect. The term "Material Adverse Effect" shall meanmean a material adverse effect on the business, with respect to the consequences assets, operations, condition (financial or otherwise) or results of any fact or circumstance (including the occurrence or non-occurrence of any event) to the Businessoperations, that such fact or circumstance has causedtaken as a whole, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other considering all relevant facts and circumstances, any material damagesof the subject company (which, in the case of the Company, shall include EyeCare One) and its subsidiaries.

Material Adverse Effect. The term "Material Adverse Effect" shall mean“MaterialAdverseEffect” means a material adverse effect on the business, with respect to financial condition or results of operations of the consequences of any fact or circumstance (including the occurrence or non-occurrence of any event) to the BusinessCompany, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, any material damagestaken as a whole.

Material Adverse Effect. The term "Material Adverse Effect" shall meanmean a material adverse effect on the business, with respect to the consequences operations, condition (financial or otherwise) or results of operations of any fact or circumstance (including the occurrence or non-occurrence of any event) to the Businessparty, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other considering all relevant facts and circumstances, any material damages.

Material Adverse Effect. The term "“Material Adverse Effect" ” shall meanmean a material adverse effect on the business, with respect to results of operations, financial condition, prospects, assets, liabilities, cash flows or working capital of the consequences of any fact or circumstance (including the occurrence or non-occurrence of any event) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, any material damagesCompany.

Material Adverse Effect. The term "Material Adverse Effect" shall meanmean ------------------------ a material adverse effect on the financial condition, with respect to business, assets or results of operations of the consequences of any fact Company taken as a whole, or circumstance (including USO taken as a whole, as the occurrence or non-occurrence of any event) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, any material damagescase may be.

Material Adverse Effect. The term "“Material Adverse Effect" ” shall mean, with respect to the consequences mean any state of any fact or circumstance (including the occurrence or non-occurrence of any event) facts that would have an effect that is materially adverse to the Business, that such fact properties, assets, liabilities, results of operations, or circumstance has causedfinancial condition of MMG and the Subsidiary, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, any material damagestaken as a whole.

Material Adverse Effect. The term "Material Adverse Effect" shall meanmeans, with ----------------------- ----------------------- respect to the consequences of any fact person or circumstance (including the entity, any event, fact, condition, occurrence or non-occurrence of any event) effect, which is materially adverse to the Businessbusiness, that properties, assets, financial condition, operations, licenses or other franchises or results of operations of such fact person or circumstance has causedentity, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, any material damagesconsidered as a whole.

Material Adverse Effect. The term "“Material Adverse Effect" ” shall meanmean a material adverse effect on (i) the Business or the Assets, with respect to liabilities, operation, property, condition (financial or otherwise) or prospects of the consequences Business or (ii) the validity or enforceability of any fact (A) this Agreement or circumstance (including B) the occurrence rights or non-occurrence remedies of any event) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, any material damagesPurchaser hereunder.

Material Adverse Effect. The term "“Material Adverse Effect" shall mean” means any fact, with respect to the consequences of any fact or circumstance (including the event, change, occurrence or non-occurrence of any event) to the Businesseffect that, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly individually or in the aggregate with other facts aggregate, has had or would reasonably be expected to have a material adverse effect on (i) the business, results of operation or condition (financial or otherwise) or prospects of the Issuers and circumstances, any material damages.their consolidated

Material Adverse Effect. The term "“Material Adverse Effect" shall mean” means changes, with respect to the consequences of any fact developments or circumstance (including the occurrence or non-occurrence of any event) to the Businessoccurrences which, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly individually or in the aggregate aggregate, have materially adversely affected or could reasonably be expected to have a material adverse effect on the business, prospects, position (financial or otherwise) or results of operations of the entity concerned, taken as a whole with other facts and circumstances, any material damagessuch entity’s consolidated subsidiaries.

Material Adverse Effect. The term "“Material Adverse Effect" ” shall mean, with respect to any entity or group of entities, a material adverse effect on the consequences business, operations, assets, liabilities, financial condition, or results of any fact operations of such entity or circumstance (including group of entities taken as a whole, or on the occurrence ability of such entity or non-occurrence group of any event) entities to perform in all material respects its or their obligations hereunder, or which would prevent or materially delay the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in consummation of the aggregate with other facts and circumstances, any material damagestransactions contemplated herein.

Material Adverse Effect. The term "“Material Adverse Effect" ” shall meanmean a material adverse effect on the business, with respect to condition (financial or otherwise), results of operations, assets, liabilities, prospects, liquidity or properties of Motorsport or the consequences of any fact or circumstance (including the occurrence or non-occurrence of any event) to the BusinessPurchaser as applicable, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, any material damageseach taken as a whole.

Material Adverse Effect. The term "“Material Adverse Effect" ” shall meanmean a material adverse effect on the business, operations, assets, properties or financial condition of the Company and its Subsidiaries, when taken as a consolidated whole, other than with respect to any adverse effects which, directly or indirectly, relate to or result from (a) public or industry knowledge regarding the consequences of any fact transactions contemplated by this Agreement or circumstance (including b) past, existing or prospective economic, regulatory or other conditions generally affecting the occurrence or non-occurrence of any event) to industries and markets in which the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in Company and the aggregate with other facts and circumstances, any material damagesSubsidiaries compete.

Material Adverse Effect. The term "“Material Adverse Effect" ” shall meanmean a material adverse effect on the business, with respect to condition (financial or otherwise), results of operations, assets, liabilities, prospects, liquidity or properties of StratusCore or the consequences of any fact or circumstance (including the occurrence or non-occurrence of any event) to the BusinessPurchaser as applicable, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, any material damageseach taken as a whole.

Material Adverse Effect. The term "Material Adverse Effect" shall mean, mean with respect to the consequences Company any adverse change or effect that is material to the business, financial condition, results of operations or assets of the Company and its Subsidiaries taken as a whole; other than any fact change or circumstance effect (i) relating to the economy or securities markets in general or (ii) generally relating to the industries in which the Company operates (including the occurrence or non-occurrence of any eventwithout limitation, fluctuations in coffee prices generally) and not specifically relating to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, any material damagesCompany.

Material Adverse Effect. The term "“Material Adverse Effect" ” shall mean, with respect to the consequences of any fact or circumstance (including the occurrence or non-occurrence of mean any event, circumstance, or change (other than resulting from general economic conditions or the financial or securities markets generally) that had or can reasonably be expected to have a material adverse effect on the Businessbusiness, that such fact operations, prospects, Properties, financial condition, or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in working capital of the aggregate with other facts and circumstances, any material damagesCompany.

Material Adverse Effect. The term "Material Adverse ----------------------- Effect" shall mean, with respect to the consequences of any fact mean an effect (or circumstance (including involving a prospective effect) on the occurrence Assets or non-occurrence of any event) to on the Business, that such fact or circumstance has caused, Xxxxxxxx Business which is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, any material damagesmaterially adverse.

Material Adverse Effect. The term "Material Adverse Effect" shall mean, with respect to the consequences of any fact or circumstance (including the occurrence or non-occurrence of mean any event, condition or occurrence reasonably expected to have a material adverse effect on (i) to the condition (financial or otherwise), prospects, assets or properties of the Business, that such fact including the suspension of or circumstance has caused, is causing material limitation on the operation thereof or will cause, directly, indirectly (ii) this Agreement or consequentially, singly or in the aggregate with other facts and circumstances, any material damagesability of the parties to consummate the transactions contemplated hereby.

Material Adverse Effect. The term "Material Adverse Effect" shall mean, mean with respect to the consequences of any fact or circumstance (including the occurrence or non-occurrence of Person, any event) effect that is materially adverse to the Businessbusiness, that assets, liabilities, results of operations or condition (financial or otherwise) of such fact or circumstance has causedPerson and all Persons included with such Person, is causing or will causeincluding all subsidiaries, directlyand where used with reference to the Company, indirectly or consequentially, singly or in the aggregate with other facts shall mean Poly-Flex US and circumstances, any material damagesPoly-Flex UK taken as a whole.

Material Adverse Effect. The As used in this Section 4, the term "“Material Adverse Effect" shall mean” means any circumstance or event which, with respect to the consequences of any fact or circumstance (including the occurrence or non-occurrence of any event) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly individually or in the aggregate with any other facts and circumstancescircumstances or event, any has a material damagesadverse effect on the, business as it is currently conducted, assets, liabilities, financial condition or operations of the Company.

Material Adverse Effect. The As used in this Section 4, the term "“Material Adverse Effect" shall mean” means a material adverse effect upon the business, with respect to condition (financial or otherwise), results of operation, properties, liabilities or operations of the consequences of any fact or circumstance (including the occurrence or non-occurrence of any event) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts Company and circumstances, any material damagesits Subsidiaries taken as a whole.

Material Adverse Effect. The term "“Material Adverse Effect" ” shall meanmean a material adverse effect on the business, with respect to financial condition, results of operations or prospects of the consequences of any fact or circumstance (including the occurrence or non-occurrence of any event) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, any material damagesEntities taken as a whole.

Material Adverse Effect. The term "“Material Adverse Effect" shall mean” means any event, with respect to the consequences of any fact or circumstance (including the circumstance, condition, change, occurrence or non-occurrence of any event) to the Business, effect that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly individually or in the aggregate with all other facts and events, circumstances, any conditions, changes, occurrences and effects, has or could reasonably be expected to have a material damagesadverse effect upon the assets, liabilities, business, financial condition or operating results of the Company or that could reasonably be expected to prevent or materially delay or impair the ability of the Company to consummate the transactions contemplated by this Agreement.

Material Adverse Effect. The term "Material Adverse Effectmaterial adverse effect" shall mean, with respect means a material adverse effect or effect which would reasonably be expected to have a material adverse effect on the consequences condition of any fact the Business or circumstance (including the occurrence or non-occurrence of any event) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, any material damagesAssets.

Material Adverse Effect. The As used in this Agreement, the term "“Material Adverse Effect" shall mean” means an event, with respect to the consequences of any fact change or circumstance (including the occurrence which, individually or non-occurrence of together with any other event) to the Business, that such fact change or circumstance has causedwould be reasonably expected to have a material adverse effect on the condition, is causing financial or will causeotherwise, directlyof the Purchased Assets, indirectly the business or consequentiallyprospects of, singly or in the aggregate with other facts and circumstancesresults of operations of, any material damagesthe Hospital.

Material Adverse Effect. The term "“Material Adverse Effect" ” shall meanmean a material adverse effect on the applicable party’s business, with respect to the consequences operations, condition (financial or otherwise) or results of any fact or circumstance (including the occurrence or non-occurrence operations, taken as a whole, in consideration of any event) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other all relevant facts and circumstances, any material damages.

Material Adverse Effect. The As used in this Agreement, the term "“Material Adverse Effect" shall mean” means (i) a material adverse effect, with respect to the consequences of any fact or circumstance (including the occurrence or non-occurrence of any event) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly individually or in the aggregate with other facts aggregate, upon the assets, business, financial condition, results of operation, prospects, properties or results of operations of the Company, (ii) an adverse affect on the legality, validity or enforceability of this Agreement or the transaction contemplated hereby or (iii) and circumstances, any material damagesadverse impairment of the Company’s ability to perform fully on a timely basis its obligations under this Agreement.

Material Adverse Effect. The term "“Material Adverse Effect" shall mean” means any material adverse effect on (i) the business, with respect to the consequences of any fact or circumstance properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) or prospects of the occurrence or non-occurrence of any eventCompany and its subsidiaries, taken as a whole, (ii) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly transactions contemplated hereby or in any of the aggregate with other facts and circumstances, any material damages.Transaction Documents or

Material Adverse Effect. The term "“Material Adverse Effect" ” shall meanmean a material adverse effect on the business, with respect to the consequences condition (financial or otherwise), results of any fact operations, assets, liabilities, prospects, liquidity or circumstance (including the occurrence or non-occurrence properties of any event) to the BusinessMotorsport, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, any material damagesLLC.

Material Adverse Effect. The term As used herein, the phrase "Material Adverse Effectmaterial ----------------------- adverse effect" shall meanmeans a material adverse effect on (i) the financial condition, with respect business or results of operations of the Companies on a consolidated basis or on HDA and its subsidiaries taken as a whole, as applicable, or (ii) the ability of the Selling Parties or HDA, as applicable, to consummate the consequences of any fact or circumstance transactions contemplated by this Agreement. (including the occurrence or non-occurrence of any event) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, any material damages.Signature Page Follows)

Material Adverse Effect. The term "Material Adverse Effect" shall meanmeans a material adverse effect on the business, with respect to the consequences assets, condition (financial or otherwise) or result of any fact or circumstance (including the occurrence or non-occurrence operations of any event) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, any material damages.

Material Adverse Effect. The term As used herein the term, "Material Adverse Effect" shall meanmeans any material adverse effect on the business, with respect to properties, assets, operations, results of operations or financial condition of the consequences of any fact Company and its Subsidiaries, taken as a whole, or circumstance (including on the occurrence or non-occurrence of any event) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly transactions contemplated hereby or in the aggregate with other facts and circumstancesTransaction Documents, any material damagesor on the authority or ability of the Company to perform its obligations under the Transaction Documents.

Material Adverse Effect. The term "“Material Adverse Effect" shall mean” means any material adverse effect on (i) the business, with respect to the consequences of any fact or circumstance properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) or prospects of the occurrence or non-occurrence of any eventCompany and its subsidiaries, taken as a whole, (ii) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly transactions contemplated hereby or in any of the aggregate with other facts and circumstances, Transaction Documents or (iii) the authority or ability of the Company or any material damagesof its subsidiaries to perform any of its respective obligations under any of the Transaction Documents.

Material Adverse Effect. The term "Material Adverse Effect" shall meanmeans a material adverse effect on the business, with respect to operations, affairs, condition (financial or otherwise), properties, assets, or liabilities of the consequences of any fact or circumstance (including the occurrence or non-occurrence of any event) to the BusinessTheatres, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly individually or in the aggregate with other facts and circumstances, any material damagesaggregate.

Material Adverse Effect. The term "“Material Adverse Effect" shall mean” means a material adverse effect on (i) the business, with respect operations, condition (financial or otherwise) or prospects of Waterside and its Subsidiaries taken as a whole or (ii) the ability of Waterside to repay the consequences of any fact Obligations or circumstance (including otherwise perform its obligations under the occurrence or non-occurrence of any event) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, any material damagesLoan Documents.

Material Adverse Effect. The As used in this Agreement, the term "Material Adverse Effect" shall meanmean a material adverse effect on the business, with respect to prospects or financial condition of RBC and the consequences Subsidiary, taken as a whole, other than as a result of any fact or circumstance (including the occurrence or non-occurrence of any event) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, any material damagesgeneral economic conditions.