Material Adverse Change Event definition

Material Adverse Change Event means an event which results in (i) for a period of ninety (90) or more consecutive days, the effective absence of, or a material adverse change in, the market for repurchase facilities or other related lending facilities for purchasing (subject to repurchase) or otherwise financing debt obligations secured by commercial mortgage loans or securities, in each case, generally affecting such markets and (ii) Purchaser not actively participating in the business of entering into new facilities for the financing of commercial mortgage loans through the repurchase facility market or related lending market with similarly situated counterparties to Seller. Any determination that a Material Adverse Change Event has occurred shall be made by Purchaser in its sole and absolute discretion.
Material Adverse Change Event means, with respect to any Purchased Loan, any act of God, outbreak of hostility or war, or material adverse change or material disruption in current financial, banking or capital market conditions, in each case, which could reasonably be expected to cause such Purchased Loan to become delinquent or to materially and adversely affect the Mortgaged Property Value or cost of financing of the related Mortgaged Property for such Purchased Loan, in each case, as determined by Buyer in its sole discretion exercised in good faith; it being acknowledged and agreed that Buyer may determine, in its sole discretion exercised in good faith, that a single Material Adverse Change Event affects any or all of the Purchased Loans; and it being further acknowledged and agreed that a Material Adverse Change Event shall be deemed to be “continuing” for all purposes hereunder if the event in question has caused, or continues to be reasonably expected to cause, such Purchased Loan to become delinquent or to materially and adversely affect the Mortgaged Property Value or cost of financing of the related Mortgaged Property for such Purchased Loan, in each case, as determined by Buyer in its sole discretion exercised in good faith.
Material Adverse Change Event means an event which has (or a series of events which taken together have) an adverse impact on the annual consolidated earnings before interest and tax of the Group in an amount of more than $1,000,000 (net of the amount of any direct cost savings of any Group Company arising as a result of such event and net of the amount of the dollar impact of any event which has (or series of events which taken together have) a positive impact on the annual consolidated earnings before interest and tax of the Group) and includes the termination by Telstra Corporation Limited of the Heads of Agreement between Telstra Corporation Limited and the Investor dated 12 May 2003, provided that for the purpose of this definition a reference to an "event" is a reference to an actual occurrence and does not for the avoidance of doubt include a re-forecasting, re-budgeting, revision or amendment of an account, plan or budget and provided that a decision by a client to review an account held by such client with a Group Company will not of itself constitute a Material Adverse Change Event;

Examples of Material Adverse Change Event in a sentence

  • Since the date of this Agreement, no Material Adverse Change Event shall have occurred and be continuing.

  • Eligible Collateral will be adjusted on the last day of each Month during the Material Adverse Change Event as dictated by changes in [redacted].

  • The Seller undertakes to give immediate notice to the Purchaser of any potential Material Adverse Change Event of which it becomes aware before Completion.


More Definitions of Material Adverse Change Event

Material Adverse Change Event has the meaning given to it in clause 8.23(b);
Material Adverse Change Event shall be the occurrence of any event or series of events, whether or not foreseeable as at the Execution Date and whether or not covered by insurance, but excluding any event or series of events caused by the gross negligence of the Operator under the Etame JOA, which results in a reduction in the Total Available Production to less than ten thousand Barrels per day (10,000 bpd) and such reduction in the Total Available Production: (i) continues for a period of at least ninety (90) consecutive days prior to Completion, or (ii) the Purchaser expects, acting reasonably in its capacity as the Operator under the Etame JOA, on the day prior to Completion that such reduction in production will continue for at least ninety (90) consecutive days in total (including any period following Completion).
Material Adverse Change Event means, with respect to any Purchased Loan, an act of God, outbreak of hostility or war, or material adverse change or material disruption in the current financial, banking or capital market conditions, any of which could reasonably be expected to cause such Purchased Loan to become delinquent, or to adversely affect the value of the related Mortgaged Property or the cost of financing the related Mortgaged Property, in each case, as determined by the Buyer in its sole and absolute discretion.
Material Adverse Change Event means any change in circumstances or conditions with respect to the Loan, the Premises, any Tenant under an Approved Lease, Borrower, any other Significant Party, the Shopping Centers, any SC Tenant under an SC Approved Lease or any SC Affiliate or prevailing market conditions which Lender determines, in its sole discretion, may have a material and adverse effect on (a) the property, business, operations, financial condition or liabilities of Borrower, any other Significant Party or any SC Affiliate, (b) the ability of any Significant Party to perform its material obligations under any of the Loan Documents, including, without limitation, the timely payment of principal of or interest on the Loan or other amounts payable in connection therewith by any Significant Party liable therefor, (c) the ability of Borrower to perform its material obligations under any Approved Contract or Approved Lease, (d) the ability of any SC Affiliate or any Significant Party to perform its material obligations under any of the SC Loan Documents, including, without limitation, the timely payment of principal of or interest on the applicable SC Loan or other amounts payable in connection therewith by any SC Affiliate or any Significant Party liable therefor, (e) the ability of any SC Affiliate or Borrower to perform its material obligations under any SC Approved Contract or SC Approved Lease, (f) the validity or enforceability of any of the Loan Documents by or against Borrower or any other Significant Party, (g) the rights and remedies of Lender under any of the Loan Documents, (h) without limiting the foregoing, the Premises or any use or occupancy thereof and/or the Collateral and/or the priority of the Liens thereon in favor of Lender or (i) without limiting the foregoing, the Shopping Centers or any use or occupancy thereof.
Material Adverse Change Event means a change in the condition (financial or otherwise) or business of the Guarantor which could reasonably be expected to cause the Guarantor's Tangible Net Worth to be reduced by 50% or more from that reflected in the Guarantor's most recent audited financial statements delivered to the Lessor pursuant to paragraph (b) of subsection 9.6 hereof, other than any such reduction caused by a change in accounting principles mandated by the Financial Accounting Standards Board, and excluding any write-off of intangibles; provided, that it can be reasonably expected that the -------- impairment which relates to the write-off of such intangibles will be mitigated within two years.

Related to Material Adverse Change Event

  • Material Adverse Change means any material adverse change in the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower or the Borrower and its Subsidiaries taken as a whole.

  • Company Material Adverse Change means a change (or circumstance involving a prospective change) in the business, operations, assets, liabilities, results of operations, cash flows, condition (financial or otherwise) or prospects of the Company which is materially adverse.

  • Material Adverse Effect shall have the meaning assigned to such term in Section 3.1(b).

  • Material Adverse Change (or Effect) means a change (or effect), in the condition (financial or otherwise), properties, assets, liabilities, rights, obligations, operations, business or prospects which change (or effect) individually or in the aggregate, is materially adverse to such condition, properties, assets, liabilities, rights, obligations, operations, business or prospects.

  • SPAC Material Adverse Effect means any Effect that, individually or in the aggregate with all other Effects, is or would reasonably be expected to (a) have a material adverse effect on the business, condition (financial or otherwise), assets, liabilities or operations of the SPAC; or (b) prevent, materially delay or materially impede the performance by the SPAC or Merger Sub of their respective obligations under this Agreement or the consummation of the Merger or any of the other Transactions; provided, however, that none of the following shall be deemed to constitute, alone or in combination, or be taken into account in the determination of whether, there has been or will be a SPAC Material Adverse Effect: (i) any change or proposed change in or change in the interpretation of any Law (including any COVID-19 Measures) or GAAP; (ii) events or conditions generally affecting the industries or geographic areas in which the SPAC operates; (iii) any downturn in general economic conditions, including changes in the credit, debt, securities, financial or capital markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets); (iv) acts of war, sabotage, civil unrest, terrorism, epidemics, pandemics or disease outbreaks (including COVID-19) or any escalation or worsening of any such acts of war, sabotage, civil unrest, terrorism, epidemics, pandemics or disease outbreaks, or changes in global, national, regional, state or local political or social conditions; (v) any hurricane, tornado, flood, earthquake, natural disaster, or other acts of God; (vi) any actions taken or not taken by the SPAC as required by this Agreement or any Ancillary Agreement; (vii) any Effect attributable to the announcement or execution, pendency, negotiation or consummation of the Merger or any of the other Transactions (including any redemptions by any stockholders of the SPAC); or (viii) any actions or failures to take action, in each case, which the Company has requested or to which it has consented or which actions are contemplated by this Agreement, except in the cases of the foregoing clauses (i) through (iii), to the extent that the SPAC is materially and disproportionately affected thereby as compared with other participants in the industries in which the SPAC operates.

  • Material Adverse Event means an occurrence having a consequence that either (a) is materially adverse as to the business, properties, prospects or financial condition of the Company taken as a whole or (b) is reasonably foreseeable, has a reasonable likelihood of occurring and, if it were to occur, would materially adversely affect the business, properties, prospects or financial condition of the Company taken as a whole.

  • Material Adverse with respect to any change or effect, a material adverse change in, or effect on, as the case may be, (i) the financial condition, operations, business, or Property of the Borrower and the Subsidiaries taken as a whole, (ii) the ability of the Borrower to perform its obligations under the Loan Documents, or (iii) the ability of the Administrative Agent, the Issuer or any Lender to enforce the Loan Documents.

  • Parent Material Adverse Effect means any change, event, development, condition, occurrence or effect that prevents, or materially delays, the ability of Parent to consummate the transactions contemplated by this Agreement.

  • Target Material Adverse Effect means any change, effect, event or occurrence that (A) has a material adverse effect on the business, assets, liabilities, financial condition or results of operations of the Target and its subsidiaries taken as a whole or (B) prevents or materially delays the Target from performing its obligations under the Acquisition Agreement in any material respect; provided, however, that no change, effect, event or occurrence to the extent arising or resulting from any of the following, either alone or in combination, shall constitute or be taken into account in determining whether there has been a Target Material Adverse Effect: (i) (A) general economic, financial, political, capital market, credit market, or financial market conditions or (B) general conditions affecting any of the industries in which the Target and its subsidiaries operate; (ii) Changes in Law or changes in GAAP or accounting standards, in either case, occurring after April 26, 2011; (iii) any natural disasters, pandemics or acts of war (whether or not declared), sabotage or terrorism, or an escalation or worsening thereof; (iv) the entry into, announcement or performance of the Acquisition Agreement and the transactions contemplated hereby, including compliance with the covenants set forth herein (other than Section 5.1(a) of the Acquisition Agreement), and the impact thereof on relationships, contractual or otherwise, with customers, suppliers, distributors, partners, employees or regulators, or any shareholder litigation arising from allegations of breach of fiduciary duty relating to the Acquisition Agreement or the transactions contemplated by the Acquisition Agreement, except that this clause (iv) shall not apply with respect to the representations and warranties contained in Section 3.4 of the Acquisition Agreement (v) any changes in the price or trading volume of the Common Stock (as defined in the Acquisition Agreement) (provided that the underlying change, effect, event or occurrence that caused or contributed to such change in market price or trading volume shall not be excluded); (vi) any failure by the Target to meet projections or forecasts (provided that the underlying change, effect, event or occurrence that caused or contributed to such failure to meet projections or forecasts shall not be excluded); and (vii) any change or prospective change in the Target’s credit rating (provided that the underlying change, effect, event or occurrence that caused or contributed to such change or prospective change in the Target’s credit rating shall not be excluded); provided, further, however, that the change, effect, event or occurrence referred to in the preceding clauses (i), (ii) and (iii) shall be excluded pursuant to such clause only to the extent such change, effect, event or occurrence does not adversely affect the Target and its subsidiaries, taken as a whole, disproportionately to other companies operating in the industries in which the Target and its subsidiaries compete (in which case the incremental disproportionate impact or impacts may be taken into account in determining whether there has been, or is reasonably likely to be, a Target Material Adverse Effect).

  • Company Material Adverse Effect means a material adverse effect on the assets, business, condition (financial or otherwise), results of operations or future prospects of the Company.

  • Business Material Adverse Effect means a material adverse effect on the Company, condition (financial or otherwise), properties, prospects, operations or results of operation of the Business or the ability of the Company, SBEEG or the Manager to perform its obligations as contemplated in this Agreement or any Related Agreement.

  • Partnership Material Adverse Effect means any change, circumstance, effect or condition that is, or could reasonably be expected to be, materially adverse to the business, financial condition, assets, liabilities or results of operations of the Partnership Group, taken as a whole.

  • Investor Material Adverse Effect means, with respect to a particular Investor, any fact, event, circumstance, change, occurrence, effect or condition which has had or would reasonably be expected to have, individually or in the aggregate with all other facts, events, circumstances, changes, occurrences, effects or conditions, a material adverse effect on the ability of such Investor to consummate the transactions contemplated by this Agreement.

  • Property Material Adverse Effect shall have the meaning assigned thereto in the Mortgage.

  • Buyer Material Adverse Effect means any material adverse change, event, circumstance or development with respect to, or any material adverse effect on, (a) the business, financial condition or results of operations of the Buyer and its Subsidiaries, taken as a whole, or (b) the ability of the Buyer or the Transitory Subsidiary to consummate the transactions contemplated by this Agreement.

  • Purchaser Material Adverse Effect means any material and adverse effect on (i) the ability of a Purchaser to meet its obligations under the Basic Documents on a timely basis or (ii) the ability of a Purchaser to consummate the transactions under any Basic Document.

  • Seller Material Adverse Effect means any event, change or effect that would reasonably be expected to prevent or materially delay the consummation by the applicable Seller of the Contemplated Transactions.

  • Material Adverse Effect on the Company means a material adverse effect on the financial condition, operations or business of the Company and its subsidiaries, taken as a whole, or the ability of the Company to enter into and consummate the transactions contemplated by this Agreement in accordance with its terms.

  • Acquiror Material Adverse Effect means, any change, event, circumstance, occurrence, effect, development or state of facts that, individually or in the aggregate, with any other change, event, circumstance, occurrence, effect, development or state of facts has had or would reasonably be expected to prevent or materially delay or materially impact the ability of Acquiror and the Sponsor to consummate the Transactions. Notwithstanding the foregoing, the amount of the Acquiror Stockholder Redemptions or the failure to obtain the Acquiror Stockholder Approval shall not be deemed to be an Acquiror Material Adverse Effect.

  • Closing Date Material Adverse Effect means a “Material Adverse Effect” as defined in the Acquisition Agreement.

  • Subscriber Material Adverse Effect means an event, change, development, occurrence, condition or effect with respect to Subscriber that would reasonably be expected to have a material adverse effect on Subscriber’s ability to consummate the transactions contemplated hereby, including the purchase of the Subscribed Shares.

  • Materially Adverse Effect means (a) any material adverse effect upon the business, assets, liabilities, financial condition or results of operations of the Borrower and its Subsidiaries, taken as a whole, or (b) a material adverse effect upon any material rights or benefits of the Lenders or the Administrative Agent under the Loan Documents.

  • Adverse Change A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of the Loan is impaired.

  • Serious Adverse Event means any adverse event that led to any of the following:

  • Unreasonable adverse effects on the environment means any unreasonable risk to humans or the environment, taking into account the economic, social, and environmental costs and benefits of the use of any pesticide.

  • Ownership Change Event means the occurrence of any of the following with respect to the Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of securities of the Company representing more than fifty percent (50%) of the total combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of Directors; (ii) a merger or consolidation in which the Company is a party; or (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company (other than a sale, exchange or transfer to one or more subsidiaries of the Company).