Material Adverse Affect definition

Material Adverse Affect means any change (or changes taken together) in, or effect on, the Assets, the Systems or the business of the Seller that is materially adverse to the operations or condition (financial or otherwise) of the Assets, the Systems or the business of the Seller taken as a whole.

Material Adverse Affect means any material and adverse affect, whether individually or in the aggregate, upon (a) Pledgor's assets, business, operations, properties or condition, financial or otherwise, (b) the ability of Pledgor to make payment as and when due of all or any part of the Obligations, or (c) the Pledged Collateral.

Material Adverse Affect means an event or circumstance which may reasonably be expected to cause out-of-pocket loss, cost or damage of $250,000.00 or more.

Examples of Material Adverse Affect in a sentence

• No event or circumstance has occurred which has had or could reasonably be expected to have a Material Adverse Affect, which has not been fully and accurately disclosed to Agent in writing prior to the date hereof.

• The Seller and its Subsidiaries are in compliance and have conducted their business so as to comply with all laws, rules and regulations, judgments, decrees or orders of any court, administrative agency, commission, regulatory authority or other governmental authority or instrumentality, domestic or foreign, applicable to their operations, the violation of which would cause a Material Adverse Affect.

• The Concessionaire has suffered an attachment levied on any of its assets, which has caused or is likely to cause a Material Adverse Affect on the Project and such attachment has continued for a period exceeding 120 days.

• No event or circumstance has occurred which has had or could reasonably be expected to have a Material Adverse Affect, which has not been fully and accurately disclosed to Agent in writing.

• As of the Closing Date, there are no strikes, lockouts or slowdowns against any Loan Party pending or, to the actual knowledge of any Responsible Officer of any Loan Party, threatened, except to the extent that strikes, lockouts or slowdowns would not reasonably be expected to result in a Material Adverse Affect.

More Definitions of Material Adverse Affect

Material Adverse Affect is defined in Section 2.1(a).

Material Adverse Affect means any material adverse effect on the assets, properties, business, operations, prospects, condition (financial or otherwise) or liabilities of the Company or its Affiliates, if any, taken as a whole.

Material Adverse Affect a material adverse effect on (a) the business, operations, properties, condition (financial or otherwise) or prospects of the Guarantor and its Subsidiaries taken as a whole or (b) the validity or enforceability of this Guarantee or any of the other Loan Documents or the rights or remedies of the Administrative Agent, the Swingline Lender, the Issuing Lender or the Lenders hereunder or thereunder.

Material Adverse Affect means a material adverse affect on Borrower's assets, liabilities, business, properties, prospects, financial condition or results of operations, as reasonably determined by Bank.

Material Adverse Affect means, with respect to the Corporation, any material adverse affect on the business, assets, condition (financial or otherwise), prospects or results of operations of the Corporation;

Material Adverse Affect means any effect on the business, operations, properties, prospects, or financial condition of the Company that is material and adverse to the Company or to the Company and such other entities controlling or controlled by the Company, taken as a whole, and/or any condition, circumstance, or situation that would prohibit or otherwise interfere with the ability of the Company to enter into and perform its obligations under any of (a) this Agreement and (b) the Registration Rights Agreement.

Material Adverse Affect with respect to any of the Automotive Filter Companies means a material adverse change in the financial condition, results of operations, business, assets, earnings or revenues of any of the Automotive Filter Companies.