Material Adverse Sample Clauses
A Material Adverse clause defines circumstances under which significant negative changes affecting a party or the subject of an agreement are recognized as grounds for specific contractual consequences. Typically, this clause allows a party to withdraw from or renegotiate a deal if events occur that substantially diminish the value, assets, or prospects of the other party or the transaction itself, such as major financial losses or regulatory actions. Its core function is to allocate risk by providing a mechanism for parties to address unforeseen, detrimental events that could undermine the basis of the agreement.
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Material Adverse. Change We consider that a material adverse change in your business or financial condition has occurred or that you may not perform your obligations under these Terms of Business or any transaction, or you do not give us adequate assurance of your ability to perform your obligations within 24 hours of a request by us do so.
Material Adverse. Change At any time there shall occur any event or change which has a Material Adverse Effect in respect of any Security Party and such event or change, if capable of remedy, is not so remedied within 30 days of the delivery of a notice confirming such event or change by the Agent to the relevant Security Party; or
Material Adverse change Any event or series of events occurs which, in the opinion of the Lender, is likely to have a materially adverse effect on the business, assets, financial condition or credit worthiness of a Security Party.
Material Adverse. Change There has been no change in the business, assets, operations or condition (financial or otherwise) of any of the Security Parties or in the facts and information regarding such entities as represented to date which constitutes a Material Adverse Effect.
Material Adverse. Effect Section
Material Adverse. Effect Any change occurs in the business, condition (financial or otherwise), operations, performance or properties of the Obligors or the Group taken as a whole since the date of the Original Financial Statements which could be reasonably likely to have a Material Adverse Effect.
Material Adverse. Change Any event of circumstance set out in Clause 23.1.21 (Sanctions) occurs in relation to any member of the Group or an Affiliate of any of them or any member of the Group or an Affiliate of any of them acts in a way contrary to the obligations set out in Clauses 22.3 (Environmental Compliance), 22.5 (Anti-corruption law) and 22.6.1 (Taxation) and the Majority Lenders reasonably believe that such event or actions have or are reasonably likely to have a Material Adverse Effect.
Material Adverse. Effect Any event or series of events (related or not) occurs which, in the opinion of the Lender (acting reasonably), has or is reasonably likely to have a Material Adverse Effect.
Material Adverse. Effect means a material adverse effect on (a) the business, operations, assets, capitalization, financial or other condition, agreements, prospects, licenses, permits, rights, privileges or liabilities, whether contractual or otherwise, of the Borrower and its Subsidiaries, as a whole, on a consolidated basis, (b) the ability of the Borrower or any of its Subsidiaries to perform and discharge its obligations under this Agreement, any of the other Documents or its Material Contracts, or (c) the Lenders’ ability to enforce their rights or remedies under this Agreement or any of the other Documents and, where used in relation to any other Person, has a similar meaning; provided that during the Certain Funds Period, references to the words “capitalization”, “or other”, “agreements, prospects, licenses, permits, rights, privileges or liabilities” and “or its Material Contracts” above shall be disregarded for the purposes of Section 8.2(5)(i).
Material Adverse. CHANGE At any time there shall occur a change in the business or operations of a Security Party or a change in the financial condition of any Security Party which, in the reasonable opinion of the Majority Lenders, materially impairs such Security Party's ability to discharge its obligations under the Security Documents in the manner provided therein and such change, if capable of remedy, is not so remedied within 15 days of the delivery of a notice confirming such change by the Agent to the relevant Security Party; or