Materiality Defined. For purposes of this Agreement, the term "Material Adverse Effect" means: (i) with respect to the Company, a material adverse effect on: (A) the business, operations, condition (financial or otherwise) or results of operations of the Company taken as a whole; or (B) either of the parties' ability to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it under this Agreement; and (ii) with respect to Buyer, a material adverse effect on: (A) its business, assets, properties, operations, condition (financial or otherwise) or results of operations taken as a whole; or (B) either of the parties' ability to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it under this Agreement.
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Materiality Defined. For purposes of this Agreement, the term "Material Adverse Effect" means: (i) with respect to the CompanySeller, a material adverse effect on: (A) the Assets or the business, operations, condition (financial or otherwise) or results of operations of the Company Business taken as a whole; or (B) either of the parties' ability to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it under this Agreement; and (ii) with respect to Buyer, a material adverse effect on: (A) its business, assets, properties, operations, condition (financial or otherwise) or results of operations taken as a whole; or (B) either of the parties' ability to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it under this Agreement.
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Sources: Asset Purchase Agreement