Common use of Governmental Approvals Clause in Contracts

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions, except for such as have been made or obtained and are in full force and effect.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions, except for such as have been made or obtained and are in full force and effect.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority Authority, other than those which have been taken, given or made, as the case may be, is or will be required with respect to any Borrower in connection with the Transactions, except for such as have been made or obtained and are in full force and effect.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions, except for such as have been made or obtained and are in full force and effect.

Governmental Approvals. No action, consent or approval of, registration or filing with with, or any other action by by, any Governmental Authority is or will be required in connection with the Transactions, except for such as have been made execution or obtained and are in full force and effectdelivery by the Borrower or the enforceability of this Agreement or any other Credit Document.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions, except for such as those which have been made or obtained and are in full force and effectobtained.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions, except for such as have been made or obtained and are in full force and effect.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions, Transactions except for such as have have, or on or prior to the Effective Date will have, been obtained or made or obtained and are in full force and effecteffect and except for those the failure to obtain which could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions, except for such as have been made or obtained and are in full force and effecteffect or the failure to obtain which could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions, except for such as have been made or obtained and are in full force and effecteffect or those which the failure to obtain could not reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions, except for such as have been made or obtained and are in full force and effectnecessary to perfect Liens granted under the Security Documents.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required by the Borrower in connection with the Transactions, except for such as have been made or obtained and are in full force and effect.

Governmental Approvals. No action, consent or approval of, registration or advance filing with or any other action by any Governmental Authority Authority, other than those which have been taken, given or made, as the case may be, is or will be required with respect to any Borrower in connection with the Transactions, except for such as have been made or obtained and are in full force and effect.

Governmental Approvals. No actionExcept as specifically provided by the Transaction Documents, no registration with or consent or approval of, registration or filing with or any other action by by, any Governmental Authority is or will be required in connection with the Transactions, except for such as have been made or obtained and are in full force and effectconsummation of the Transactions by the Company.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions, except for such as have been made or obtained and are in full force and effecteffect or will be made or obtained in accordance with applicable laws, except when failure to obtain any such consents or approvals could not reasonably be expected to cause a Material Adverse Effect or jeopardize enforceability of any of the Loan Documents.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions, except for (a) filings and recording necessary to satisfy the Collateral and Guarantee Requirement, (b) such as have been made or obtained and are in full force and effecteffect and (c) such actions, consents, registrations, filings and approvals the failure to obtain or make which could not reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactionsexecution, delivery or performance by, or enforcement against, the Borrower of this Agreement or any other Loan Document, except for such as (a) approvals, consents, exemptions, authorizations, other actions by, or notices to, or filings with, any Governmental Authority of competent jurisdiction or any other Person that have been given, taken, or made or obtained and are in full force and effecteffect and (b) any Necessary Regulatory Approvals.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions, except for such as will have been made or obtained on or before the Effective Date and are thereafter will be in full force and effect.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions, except for (a) such as have been made or obtained and are in full force and effecteffect and (b) such actions, consents, registrations, filings and approvals the failure to obtain or make which could not reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions, except for such as have been made or obtained and are in full force and effect, except when failure to obtain any such consents or approvals could not reasonably be expected to cause a Material Adverse Effect or jeopardize enforceability.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required by the Borrower in connection with the Transactions, except for such as have been made or obtained and are in full force and effect, and except for filings required by applicable securities laws after the date of this Agreement.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required by the Lessee in connection with the purchase, leasing or financing of the Property (the "Transactions"), except for such as have been made or obtained and are in full force and effect.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will shall be required in connection with the Transactionsthis Agreement, except for such actions, consents or approvals (a) as have been made or obtained and are in full force and effecteffect or (b) the failure to obtain could not reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required by the Borrower or any of the Subsidiaries in connection with the Transactions, except for such as have been made or obtained and are in full force and effect.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions, Transactions except for such as have have, or on or prior to the Restatement Date will have, been obtained or made or obtained and are in full force and effecteffect or except for the failure of which to obtain could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions, except for (a) such as have been made or obtained and are in full force and effecteffect and (b) such actions, consents, approvals, registrations or filings, the failure of which to make or obtain could not reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions, except for such as have been made or obtained and are in full force and effectto the extent they relate to the Borrower.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions, except for (a) the filing of Uniform Commercial Code financing statements and (b) such as have been made or obtained and are in full force and effect.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Applicable Governmental Authority is or will be required in connection with the Transactions, except for such as have been made or obtained and are in full force and effectto the extent they relate to the Borrower.

Governmental Approvals. No action, consent or approval of, ---------------------- registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions, except for such as have been made or obtained and are in full force and effect.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with this Amendment or the consummation of the other Restructuring Transactions, except for such actions, consents, approvals, registrations or filings as have been made or obtained and are in full force and effect.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactionsexecution and performance of the Facilities Documents to which Funding is a party, except for such as have been made or obtained and are in full force and effect.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions, except for such as have been made or obtained and are in full force and effect.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions, except for such as have been made or obtained and are in full force and effect, and except where the failure to obtain such consent or approval to make such registration or filing or other action, in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions, except for (a) the filing of Uniform Commercial Code financing statements, (b) such as have been made or obtained and are in full force and effecteffect and (c) such actions, consents and approvals the failure to obtain or make which could not reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactionsexecution and performance of the Facilities Documents, except for such as have been made or obtained and are in full force and effect.

Governmental Approvals. No action, consent or approval of, registration or material filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions, except for such as (a) the filing of Uniform Commercial Code financing statements and (b) those which will have been made or obtained and are which will be in full force and effecteffect on the Closing Date.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions, except for (i) such as have been made or obtained and are in full force and effecteffect and (ii) such customary informational filings as required to be made by the Borrower after the Closing Date.

Governmental Approvals. No action, registration with or consent or approval of, registration or filing with or any other action by by, any Governmental Authority is or will be required in connection with the Transactions, except for such as other than any which have been made or obtained and are or the failure to obtain, give, file or take which would not result in full force and effecta Material Adverse Effect.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is required to be taken, obtained or will be required made by the Company in connection with the Transactions, except for (i) the filing of Uniform Commercial Code financing statements by the Collateral Agent and (ii) such as have been made or obtained and are in full force and effect.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions, except (a) for such as have been made or obtained and are in full force and effecteffect or (b) where the failure to obtain such consent or approval to make such registration or filing or other action, in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Amendment Transactions, except for such as have been made or obtained and are in full force and effect, and except where the failure to obtain such consent or approval to make such registration or filing or other action, in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions, except for to the extent they relate to such as have been made or obtained and are in full force and effectBorrower.

Governmental Approvals. No action, consent or approval ----------------------- of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions, except for such as have been made or obtained and are in full force and effect.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by by, any Governmental Authority is or will be required in connection with the Transactions, except for such as those which have been made or obtained and are in full force and effectexcept for filings made under the Exchange Act.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions, except for (i) recordation of certain amendments of, or modifications to, the Mortgages and (ii) such as have been made or obtained and are in full force and effect, except where the failure to obtain the same could not reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required by any of the Loan Parties in connection with the Transactionssale, leasing or financing of any of the Properties, except for such as have been made or obtained and are in full force and effect.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority Authority, other than those which have been taken, given or made, as the case may be, is or will be required with respect to the Borrower or any Subsidiary Guarantor in connection with the Transactions, except for such as have been made actions, consents, approvals, registrations and filings the failure of which to obtain or obtained and are make could not reasonably be expected, individually or in full force and effectthe aggregate, to result in a Material Adverse Effect.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions, Transactions except for such as have have, or on or prior to the Effective Date will have, been obtained or made or obtained and are in full force and effecteffect or except for the failure of which to obtain could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals. No action, consent or approval of, registration or filing with with, or any other action by by, any Governmental Authority is or will be required in connection with the Transactionsexecution or delivery by the Borrower or the enforceability of this Agreement or any other Credit Document, except for such as have been obtained or made or obtained and are in full force and effect.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body (collectively, “Governmental Authority Authority”) is or will be required in connection with the Transactionstransactions contemplated hereby, except for (a) filings necessary to perfect liens created pursuant to the Loan Documents and (b) such as have been made or obtained and are in full force and effect.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Agreement or any other Loan Document or in connection with the Transactions, except for (i) the filing of Uniform Commercial Code financing statements and (ii) such as have been made or obtained and are in full force and effect.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions, except for such as have been made or obtained execution and are in full force delivery by the Company of this Agreement and effectthe other Loan Documents.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactionstransactions contemplated by this Agreement and the other Loan Documents, except for such as have been made or obtained and are in full force and effect.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions, except for such as have been made or obtained and are in full force and effect, except where the failure to obtain the same could not reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the TransactionsContemplated Transactions or the exercise by any Agent or any Lender of its rights under the Loan Documents, except for (a) such as have been made or obtained and are in full force and effecteffect and (b) such actions, consents and approvals the failure of which to be obtained or made would not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals. No actionregistration or filing with, consent or approval of, registration or filing with or any other action by by, any Governmental Authority Federal, state or other governmental agency, authority or regulatory body is or will be required in connection with the Transactions, except for such as other than any which have been made or obtained and are in full force and effectobtained.

Governmental Approvals. No Subject to the entry of the Order, no action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions, except for such as have been made or obtained and are in full force and effect.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions, except for (a) the filing of Uniform Commercial Code financing statements, (b) recordation of the Mortgages, (c) approvals identified in the Parent Undertaking as to be obtained after the Effective Date and (d) such as have been made or obtained and are in full force and effect.

Governmental Approvals. No action, consent or approval of, registration or filing with with, or any other action by any Governmental Authority Authority, other than those which have been taken, given or made, as the case may be, is or will be required with respect to any Borrower in connection with the Transactions, except for such as have been made or obtained and are in full force and effect.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions, except for such as have been made or obtained and are in full force and effect.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by by, any Governmental Authority is or will be required in connection with the Transactions, except for such as those which have been made or obtained and are in full force and effectobtained.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactionsmaking of any Term Loan pursuant to this Agreement, except for such as have been made or obtained and are in full force and effect.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority Authority, other than those which have been taken, given or made, as the case may be, is or will be required with respect to any Borrower or any Subsidiary Guarantor in connection with the Transactions, except for such as have been made actions, consents, approvals, registrations and filings the failure of which to obtain or obtained and are make could not reasonably be expected, individually or in full force and effectthe aggregate, to result in a Material Adverse Effect.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions, except for such as other than any which have been made or obtained and are in full force and effect.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions, except for (a) such as have been made or obtained and are in full force and effect, (b) such other actions, consents, approvals, registrations or filings with respect to which the failure to be obtained or made could not reasonably be expected to have a Material Adverse Effect and (c) filings and other actions listed on Schedule 3.04.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions, except for such as have been made or obtained and are in full force and effect.

Governmental Approvals. No actionaction by (including any authorization, consent or approval approval), or in respect of, registration or filing with or any other action by with, any Governmental Authority is necessary to authorize the execution and delivery of this Agreement and the Ancillary Agreements by Seller or will be required in connection with any Stockholder or the consummation of the Contemplated Transactions, except for such as have been made or obtained and are in full force and effect.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions, except (a) for such as have been made or obtained and are in full force and effecteffect or (b) where the failure to obtain such consent or approval to make such registration or filing or other action, in the aggregate, could not reasonably be expected to have a Material Adverse Effect[Reserved].

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions, except for such as have been made or obtained and are in full force and effecteffect and, as to Transactions other than the Closing Date Transactions, such as are expected to be obtained and in full force and effect at the times required.

Governmental Approvals. No action, consent or approval of, ---------------------- registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactionstransactions contemplated by this Agreement, the Notes and the other Loan Documents, except for such as have been made or obtained and are in full force and effect.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions, except for (a) filings and recordings in connection with the perfection of Liens granted under the Security Documents and (b) such as have been made or obtained and are in full force and effect.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with this Amendment or the Transactionstransactions contemplated hereunder, except for such as have been made or obtained and are in full force and effect.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the TransactionsTransactions as of the Closing Date, except for such as have been made or obtained and are in full force and effect.

Governmental Approvals. No action, registration or filing with consent or approval of, registration or filing with or any other action by by, any Governmental Authority Federal, state or other governmental agency, authority or regulatory body is or will be required in connection with the Transactions, except for such as other than any which have been made or obtained and are in full force and effectobtained.

Governmental Approvals. No material action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactionstransaction contemplated by this Agreement, except for such as have been made or obtained and are in full force and effect.

Governmental Approvals. No action, consent or approval of, ---------------------- registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions, except for such as have been made or obtained and are in full force and effect.

Governmental Approvals. No actionregistration or filing with, or consent or approval of, registration of or filing with or any other action by any Governmental Authority is or will be required in connection necessary with respect to this Agreement and the Transactions, except for such as have been made or obtained and are in full force and effecttransactions contemplated hereby.

Governmental Approvals. No action, consent or approval of, or registration or filing with or any other action by any Governmental Authority is or will be required to be obtained by the Company or the Guarantors in connection with the TransactionsTransaction, except for such as have been made or obtained and are in full force and effect.

Governmental Approvals. No actionauthorization, consent consent, order, approval or approval license of, registration filing with, or filing with other act by or in respect of any other action by any Governmental Authority is or will be required in connection with necessary to permit the Transactionsvalid execution, except for such as have been made or obtained delivery and are in full force and effectperformance by any Seller of this Agreement.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions, except for such actions, consents, approvals, registrations and filings as have been made or obtained and are in full force and effect.

Governmental Approvals. No action, consent or ----------------------- approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions, except for (a) recordation of modifications to the Mortgages and (b) such actions, consents, approvals, registrations and filings as have been made or obtained and are in full force and effect.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions, except for (a) such as have been made or obtained and are in full force and effecteffect and (b) filings required by the Securities Exchange Act of 1934, as amended.

Governmental Approvals. No action, consent or approval of, registration or filing with with, Permit from, notice to, or any other action by by, any Governmental Authority is or will be required in connection with the Transactions, except for filings necessary to perfect Liens created pursuant to the Loan Documents and such as have been made or obtained and are in full force and effect.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by by, any Governmental Authority is or will be required in connection with the Transactionstransactions contemplated by Section 1 of this Consent and Waiver, except for such as have been made or obtained and obtained, are in full force and effecteffect and are not subject to any appeal or stay.

Governmental Approvals. No actionregistration or filing with, consent or approval of, registration or filing with or any other action by by, any Governmental Authority is or will be required in connection with the Transactions, except for such as other than any which have been made or obtained and are in full force and effectobtained.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority with respect to it is or will be required in connection with the Transactions, except for (a) the filing of Uniform Commercial Code financing statements and (b) such as have been made or obtained and are in full force and effect.

Governmental Approvals. No action, registration with or consent or approval of, registration or filing with or any other action by by, any Governmental Authority is or will be required to be made or obtained by it in connection with the Transactions, except for such as other than any which have been made or obtained and are or the failure to obtain, give, file or take which would not result in full force and effecta Material Adverse Effect.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required by the Lessor in connection with the TransactionsOverall Transaction, except for such as have been given, made or obtained and are in full force and effect.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority Authority, other than those which have been taken, given or made, as the case may be, is or will be required with respect to either Borrower in connection with the Transactions, except for such as have been made or obtained and are in full force and effect.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions, Transactions except for such as have been obtained or made or obtained and are in full force and effecteffect or except for the failure of which to obtain could not reasonably be expected to have a Material Adverse Effect.

Governmental Approvals. No action, consent or approval of, or registration or filing with with, or any other action by by, any Governmental Authority is or will be required in connection with any of the Transactions, except for (i) such as have been made or obtained and are in full force and effecteffect or (ii) such as the failure to make or obtain will not result, individually or in the aggregate, in a Material Adverse Effect.