Adverse Change, etc Clause Samples

Adverse Change, etc. On or prior to the Initial Borrowing Date, nothing shall have occurred since December 26, 1998 (and neither the Banks nor the Administrative Agent shall have become aware of any facts or conditions not previously known) which the Required Banks or the Administrative Agent shall determine (a) has had, or could reasonably be expected to have, a material adverse effect on the rights or remedies of the Banks or the Administrative Agent, or on the ability of any Credit Party to perform its obligations to them hereunder or under any other Credit Document or (b) has had, or could reasonably be expected to have, a Material Adverse Effect.

Adverse Change, etc. (a) On the Effective Date, nothing shall have occurred since March 31, 2000 (and the Lenders shall not have become aware of any facts or conditions not previously known) which the Administrative Agent or the Required Lenders shall determine has, or could reasonably be expected to have, a material adverse effect on the rights or remedies of the Administrative Agent or the Lenders, or on the ability of any Credit Party to perform its Obligations to the Administrative Agent and the Lenders or which has, or could reasonably be expected to have, a materially adverse effect on the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of Holdings and its Subsidiaries taken as a whole. (b) On or prior to the Effective Date, all necessary governmental (domestic and foreign) and material third party approvals in connection with the Holdings IPO, the Repurchase, the Synthetic Lease Financing and the other transactions contemplated by the Credit Documents and otherwise referred to herein or therein shall have been obtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes materially adverse conditions upon the consummation of the Holdings IPO, the Repurchase, the Synthetic Lease Financing or the other transactions contemplated by the Credit Documents and otherwise referred to herein or therein. Additionally, there shall not exist any judgment, order, injunction or other restraint of any governmental authority issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon the consummation of the Holdings IPO, the Repurchase, the Synthetic Lease Financing, the other transactions contemplated by the Credit Documents or the making of the Loans. (c) On the Effective Date, there shall not have occurred and be continuing any material adverse change to the syndication market for credit facilities similar in nature to this Agreement and there shall not have occurred and be continuing a material disruption or a material adverse change in financial, banking or capital markets that would have a material adverse effect on the syndication, in each case as determined by the Administrative Agent in its reasonable discretion.

Adverse Change, etc. (a) Nothing shall have occurred (and the Bank shall not have become aware of any facts or conditions not previously known) which has, or could reasonably be expected to have, a material adverse effect on the rights or remedies of the Bank, or on the ability of any Borrower to perform its obligations to the Bank or which has, or could reasonably be expected to have, a materially adverse effect on the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of such Borrower. (b) All necessary governmental (domestic and foreign) and third party approvals, if any, in connection with the transactions contemplated by the Credit Documents and otherwise referred to herein or therein shall have been obtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of the transactions contemplated by the Credit Documents and otherwise referred to herein or therein. Additionally, there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon the consummation of the transactions contemplated by the Credit Documents or the making of the Loans.

Adverse Change, etc. There has been no material adverse change in the business, properties or condition (financial or otherwise) of any Borrower since the date of the most recent of the financial statements delivered to the Bank.

Adverse Change, etc. (a) Since December 31, 2006, nothing shall have occurred (and neither the Administrative Agent nor any of the Lenders shall have become aware of any facts, conditions or other information not previously known) which the Administrative Agent or the Required Lenders shall determine has had, or believe could reasonably be expected to have, a Material Adverse Effect. (b) On or prior to the Effective Date, all necessary governmental (domestic and foreign) and material third party approvals and consents in connection with the transactions contemplated by the Credit Documents to occur on or prior to the Effective Date and otherwise referred to herein or therein shall have been obtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Credit Documents. Additionally, there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon the transactions contemplated by the Credit Documents to occur on or prior to the Effective Date.

Adverse Change, etc. On the Initial Borrowing Date, since December 31, 2002, nothing shall have occurred (and neither the Required Lenders nor any Agent shall have become aware of any facts or conditions not previously known) which the Required Lenders or any Agent shall reasonably determine has had, or could reasonably be expected to have, a Material Adverse Effect.

Adverse Change, etc. (a) On the Second Restatement Effective Date, since December 31, 1997, nothing shall have occurred which (i) the Required Banks or either Agent shall reasonably determine has had, or could reasonably be expected to have, a material adverse effect on the rights or remedies of the Banks or the Agents or on the ability of any Credit Party to perform its obligations to them hereunder or under any other Credit Document or (ii) has had a material adverse effect on the Transaction or a Material Adverse Effect. (b) On the Second Restatement Effective Date, there shall not have occurred and be continuing any material adverse change to the syndication market for credit facilities similar in nature to this Agreement and there shall not have occurred and be continuing a material disruption or a material adverse change in financial, banking or capital markets that would have a material adverse effect on the syndication, in each case as determined by the Agents in their reasonable discretion.

Adverse Change, etc. (a) Since December 31, 1997, nothing -------------------- shall have occurred (and neither the Administrative Agent nor the Banks shall have become aware of any facts or conditions not previously known) which the Administrative Agent or the Required Banks shall reasonably determine (x) has had, or could reasonably be expected to have, a material adverse effect on the rights or remedies of the Banks or the Administrative Agent, or on the ability of any Credit Party to perform its obligations to the Banks or the Administrative Agent hereunder or under any other Credit Document or (y) has had, or could reasonably be expected to have, a material adverse effect on the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole. (b) On or prior to the Effective Date, all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the transactions contemplated by this Agreement and the other Credit Documents and otherwise referred to herein or therein shall have been obtained and remain in effect. Additionally, there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon the transactions contemplated by this Agreement and the other Credit Documents or otherwise referred to herein or therein.

Adverse Change, etc. On the Closing Date, nothing shall have occurred ------------------- (and the Bank shall not have become aware of any facts or conditions not previously known) which has, or could reasonably be expected to have, a Material Adverse Effect.