Common use of Material Adverse Effect Clause in Contracts

Material Adverse Effect. “Material Adverse Effect” means any material adverse effect on (i) the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) or prospects of the Company and its subsidiaries, taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below).

Material Adverse Effect. “Material Adverse Effect” means any A material adverse effect on (ia) the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) or prospects results of the operations of Parent Company and its subsidiaries, taken Subsidiaries considered as a whole, ; (iib) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company Borrower or any of its subsidiaries Guarantor to perform any of its respective material obligations under the Loan Documents; or (c) the validity or enforceability of any of the Transaction Loan Documents (as defined below)or the rights or remedies of Agent or the Lenders thereunder.

Material Adverse Effect. “Material Adverse Effect” means any A material adverse effect on (i) the businessAssets, propertiesthe Business, assets, liabilities, operations (including results thereof)the operations, condition (financial or otherwise) or prospects results of operations of the Company and its subsidiaries, Systems taken as a whole, or on the ability of Seller to perform its obligations under this Agreement, but without taking into account any effect resulting from (i) changes in conditions (including economic conditions, changes in FCC regulations or federal governmental actions, legislation or regulations) that are applicable to the economy or the cable television industry on a national basis, (ii) any changes in technology affecting the transactions contemplated hereby or in any of the other Transaction Documents Business, or (iii) any competition from the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below)direct broadcast satellite industry.

Material Adverse Effect. “The term "Material Adverse Effect” means " shall mean, with respect to the consequences of any fact or circumstance (including the occurrence or non-occurrence of any event) to the Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, any material adverse effect on (i) the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) or prospects of the Company and its subsidiaries, taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below)damages.

Material Adverse Effect. “Material Adverse Effect” means any A material adverse effect on (ia) the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) ), prospects or prospects results of the Company operations of REIT and its subsidiariesSubsidiaries, taken as a whole, ; (iib) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company Borrower or any of its subsidiaries Guarantor to perform any of its respective material obligations under the Loan Documents; or (c) the validity or enforceability of any of the Loan Documents or the creation, perfection and priority of any Liens of the Agent in the Collateral; or (d) the rights or remedies of the Agent or the Lenders under any of the Transaction Documents (as defined below)Loan Documents.

Material Adverse Effect. “The term "Material Adverse Effect” means any " shall mean a material adverse effect on (i) the Nonmedical Assets and the Company's business, properties, assets, liabilities, operations (including results thereof)operations, condition (financial or otherwise) or prospects results of the Company and its subsidiariesoperations, taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below)considering all relevant facts and circumstances.

Material Adverse Effect. “Material Adverse Effect” means any A material adverse effect on (ia) the business, properties, assets, liabilitiesfinancial condition or results of operations of Parent, operations (including results thereof), condition (financial or otherwise) or prospects of the Company Borrower and its subsidiariestheir respective Subsidiaries, taken as a whole, ; (iib) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company Borrower or any of its subsidiaries Guarantor to perform any of its respective obligations under the Loan Documents; (c) the validity or enforceability of any of the Transaction Documents Loan Documents; or (as defined below)d) the rights or remedies of Agent or the Lenders under the Loan Documents.

Material Adverse Effect. “Material Adverse Effect” means any occurrence or existence of a condition or event which would have a material adverse effect on (i) the business, properties, assets, liabilitiesprofits, operations (including results thereof), or financial condition (financial or otherwise) or prospects of the Company and its subsidiaries, taken as a wholeBorrower, (ii) the transactions contemplated hereby or in ability of Borrower to pay any of amounts under the other Transaction Loan Documents as they become due or (iii) the authority or ability value of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below)Property.

Material Adverse Effect. “For purposes of this Agreement, the term "Material Adverse Effect” means " shall mean an event, circumstance, loss, development or effect (individually or in the aggregate) when considered in light of the total operations of the Company, would prohibit the Company from engaging in any material aspect of its business or result in a material adverse effect on (i) change in the business, operations, properties, assets, liabilities, operations (including results thereof), condition (financial prospects or otherwise) or prospects assets of the Company and its subsidiariesCompany, taken as a wholeor if measured monetarily, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below)would exceed $100,000.

Material Adverse Effect. “Material Adverse Effect” means any occurrence or existence of a condition or event which would have a material adverse effect on (i) the business, properties, assets, liabilitiesprofits, operations (including results thereof), or financial condition (financial of Borrower or otherwise) or prospects of the Company and its subsidiaries, taken as a wholeOwner, (ii) the transactions contemplated hereby or in ability of Borrower to pay any of amounts under the other Transaction Loan Documents as they become due or (iii) the authority or ability value of the Company Property or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below)Collateral.

Material Adverse Effect. “As used herein the term, "Material Adverse Effect” " means any material adverse effect on (i) the business, properties, assets, liabilitiesoperations, results of operations (including results thereof), or financial condition (financial or otherwise) or prospects of the Company and its subsidiariesCompany, taken as a whole, (ii) or on the transactions contemplated hereby or in any of the other Transaction Documents Documents, or (iii) on the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below)Documents.

Material Adverse Effect. The term “Material Adverse Effect” means any shall mean: with respect to the Person in question: (i) a material adverse effect (whether taken individually or in the aggregate with all other such effects) on (i) the financial condition, business, properties, assets, liabilities, results of operations (including results thereof), condition (financial or otherwise) properties of such Person; or prospects of the Company and its subsidiaries, taken as a whole, (ii) an effect which would materially impair the Person’s ability to timely consummate the transactions contemplated hereby or in any of the other Transaction Documents under this Agreement; or (iii) any event, circumstance or condition affecting a Person which would prevent or materially delay the authority or ability consummation of the Company or any of its subsidiaries to perform any of its respective obligations transactions contemplated under any of the Transaction Documents (as defined below)this Agreement.

Material Adverse Effect. “Material Adverse Effect” means shall refer to any material adverse effect on (i) the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) ), prospects, business, properties, net worth, or prospects results of operations of the Company and its subsidiaries, taken as on a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below)consolidated basis.

Material Adverse Effect. “Material Adverse Effect” means any A material adverse effect on (ia) the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) ), prospects or prospects results of the Company operations of REIT and its subsidiariesSubsidiaries, taken as a whole, ; (iib) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company Borrower or any of its subsidiaries Guarantor to perform any of its respective material obligations under the Loan Documents; (c) the validity or enforceability of any of the Transaction Loan Documents or the creation, perfection and priority of any Liens of the Agent in the Collateral; or (as defined below)d) the rights or remedies of the Agent or the Lenders thereunder.

Material Adverse Effect. “Material Adverse Effect” means any (i) a material adverse effect on (i) upon the business, propertiesoperations, assets, liabilities, operations (including results thereof), Property or financial condition (financial of any Borrower or otherwise) or prospects of the Company and its subsidiaries, taken as a whole, (ii) the transactions contemplated hereby or in any a material impairment of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries Obligor to perform any of its respective obligations under any of the Transaction Documents (as defined below)Loan Instrument to which it is a party.

Material Adverse Effect. “Material Adverse Effect” means any material A materially adverse effect on (ia) the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) ), or prospects results of operations of the Company and its subsidiaries, taken as a wholeLoan Parties, (iib) the transactions contemplated hereby ability of any Loan Party to perform its obligations under the Loan Documents to which it is a party, (c) the validity or in enforceability of any of the other Transaction Documents Loan Documents, or (iiid) the authority rights, benefits or ability interests of Lenders, LC Issuer and Agent in and to this Agreement, any other Loan Document or the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below)Collateral.

Material Adverse Effect. “Material Adverse Effect” means any A material adverse effect on (i) any of the Real Estate, (ii) the business, properties, assets, liabilities, results of operations (including results thereof), or financial condition (financial or otherwise) or prospects of the Company Borrower and its subsidiaries, the Related Companies taken as a whole, (iiiii) the transactions contemplated hereby ability of the Borrower to perform its obligations under the Loan Documents, or in (iv) the validity or enforceability of any of the other Transaction Loan Documents or (iii) the authority remedies or ability material rights of the Company Agent or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below)Lenders thereunder.

Material Adverse Effect. “The term "Material Adverse Effect” means any " shall mean a material adverse effect on (i) upon the business, propertiesresults of operations, assetsfinancial condition, liabilities, operations (including results thereof), condition (financial or otherwise) assets or prospects of the Company and its subsidiaries, taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below)Company.

Material Adverse Effect. “Material Adverse Effect” means shall mean any material adverse effect on (i) change in the business, propertiesoperations, assets, liabilities, operations assets (including results thereofintangible assets), liabilities (contingent or otherwise), results of operations or financial performance, or condition (financial or otherwise) of Raybor or prospects of ACPA, as the Company and its subsidiariescase may be, taken which is material to Raybor or to the Shareholders, as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below)case may be.

Material Adverse Effect. As used in this Section 4, the term “Material Adverse Effect” means any a material adverse effect on (i) upon the business, propertiesfinancial condition, assetsresults of operation, liabilities, properties or operations (including results thereof), condition (financial or otherwise) or prospects of the Company and its subsidiaries, Subsidiaries taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below).

Material Adverse Effect. “For purposes of this Agreement, a "Material Adverse Effect” means any " shall mean: (1) with respect to the Purchased Assets, a material adverse effect on (i) the businessPurchased Assets, properties, assets, liabilities, the operations (including results thereof), or financial condition (financial or otherwise) or prospects of the Company and its subsidiaries, taken as a whole, (ii) Business or on Seller's ability to consummate the transactions contemplated hereby or in any by this Agreement; and (2) with respect to the Purchaser, the financial condition of the other Transaction Documents Purchaser, Purchaser's ability to consummate the transactions contemplated by this Agreement; and the existence of any accrued or (iii) contingent liabilities not disclosed to the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below)Seller in this Agreement.

Material Adverse Effect. “The words "Material Adverse Effect” " means any (a) a material adverse effect on (i) change in the business, propertiesoperations, results of operations, assets, liabilities, operations (including results thereof), liabilities or condition (financial or otherwise) or prospects of the Company and its subsidiariesBorrowers, taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iiib) the authority or ability a material impairment of the Company or any of its subsidiaries Borrowers' ability, taken as a whole, to perform any of its respective their obligations hereunder and under any of the Transaction Documents (as defined below)Note or Lender's ability to enforce the Indebtedness or realize upon the Collateral.

Material Adverse Effect. “(a) When used in connection with the Company or Merger Sub, as the case may be, the term "Material Adverse Effect” " means any material change, effect or circumstance that is or is reasonably likely to be materially adverse effect on (i) to the business, properties, assets, liabilities, operations assets (including results thereofintangible assets), condition (financial condition, prospects or otherwise) or prospects results of the Company and its subsidiariesoperations, taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of Parent, as the Transaction Documents (as defined below)case may be.

Material Adverse Effect. “Material Adverse Effect” means shall mean any material adverse effect on (i) change in the business, propertiesoperations, assets, liabilities, operations assets (including results thereofintangible assets), liabilities (contingent or otherwise), results of operations or financial performance, or condition (financial or otherwise) of Raybor or prospects of ICM, as the Company and its subsidiariescase may be, taken which is material to Raybor or to the Shareholders, as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below)case may be.

Material Adverse Effect. For purposes of this Agreement, a “Material Adverse Effect” means any shall mean: (1) with respect to the Purchased Assets, a material adverse effect on (i) the businessPurchased Assets, properties, assets, liabilities, the operations (including results thereof), or financial condition (financial or otherwise) or prospects of the Company and its subsidiaries, taken as a whole, (ii) Business or on Seller’s ability to consummate the transactions contemplated hereby or in any by this Agreement; and (2) with respect to the Purchaser, the financial condition of the other Transaction Documents Purchaser, Purchaser’s ability to consummate the transactions contemplated by this Agreement; and the existence of any accrued or (iii) contingent liabilities not disclosed to the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below)Seller in this Agreement.

Material Adverse Effect. The term “Material Adverse Effect” means shall mean any material adverse effect on (i) the business, properties, assets, liabilities, operations (including results thereof)event, condition (or change which materially and adversely affects or could reasonably be expected to materially and adversely affect the Business or the financial or otherwise) or prospects results of operations of the Company and Loan Recipient, or its subsidiaries, taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below)financial condition.

Material Adverse Effect. The term “Material Adverse Effect” means any event or condition that could cause or could have a material adverse effect on (i) the business, properties, assets, liabilities, operations (including results thereof)revenues, condition (profits, financial condition, business, properties or otherwise) or business prospects of the Company and its subsidiaries, taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below)Company.

Material Adverse Effect. The term “Material Adverse Effect” means any event, circumstance, condition, change, occurrence or effect that individually or in the aggregate with all other events, circumstances, conditions, changes, occurrences and effects, has or could reasonably be expected to have a material adverse effect on (i) upon the business, properties, assets, liabilities, operations (including business, financial condition or operating results thereof), condition (financial or otherwise) or prospects of the Company and its subsidiaries, taken as a whole, (ii) or that could reasonably be expected to prevent or materially delay or impair the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of consummate the Transaction Documents (as defined below)transactions contemplated by this Agreement.

Material Adverse Effect. “Material Adverse Effect” means shall mean any material adverse effect on (i) change in the business, propertiesoperations, assets, liabilities, operations assets (including results thereofintangible assets), liabilities (contingent or otherwise), results of operations or financial performance, or condition (financial or otherwise) of Raybor or prospects of Freedom, as the Company and its subsidiariescase may be, taken which is material to Raybor or to the Shareholders, as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below)case may be.

Material Adverse Effect. “Material Adverse Effect” means any material adverse effect on (ia) the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) or prospects of the Company and its subsidiaries, taken as a whole, (ii) the transactions contemplated hereby or When used in any of the other Transaction Documents or (iii) the authority or ability of connection with the Company or any of its subsidiaries to perform or Parent or any of its respective obligations under subsidiaries, as the case may be, the term "Material Adverse Effect" means any change, effect or circumstance that is or is reasonably likely to be materially adverse to the business, assets (including intangible assets), financial condition or results of operations, taken as a whole, of the Transaction Documents (Company and its subsidiaries or Parent and its subsidiaries, as defined below)the case may be.

Material Adverse Effect. “Material Adverse Effect” means any " shall mean a material adverse effect on (i) the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) ), results of operations, assets or prospects liabilities of the Company and its subsidiaries, taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below).

Material Adverse Effect. “Material Adverse Effect” means shall mean any material adverse effect on (i) change in the business, propertiesoperations, assets, liabilities, operations assets (including results thereofintangible assets), liabilities (contingent or otherwise), results of operations or financial performance, or condition (financial or otherwise) of Raybor or prospects of B2B, as the Company and its subsidiariescase may be, taken which is material to Raybor or to the Shareholders, as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below)case may be.

Material Adverse Effect. “The term "Material Adverse Effect” means any " shall mean a material adverse effect on (i) the Company's business, properties, assets, liabilities, operations (including results thereof)operations, condition (financial or otherwise) or prospects results of the Company and its subsidiariesoperations, taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below)considering all relevant facts and circumstances.

Material Adverse Effect. “The term "Material Adverse Effect” means any " shall mean a material adverse effect on (i) the Non-optical Assets and the Company's business, properties, assets, liabilities, operations (including results thereof)operations, condition (financial or otherwise) or prospects results of the Company and its subsidiariesoperations, taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below)considering all relevant facts and circumstances.

Material Adverse Effect. The term “Material Adverse Effect” means any material change, effect, event, or circumstance that, individually or in the aggregate, would have a materially adverse effect on (i) the business, propertiesoperations, assets, liabilities, business, results of operations (including results thereof), or financial condition (financial or otherwise) or prospects of the Company and its subsidiariesSubsidiaries, taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below).

Material Adverse Effect. “For purposes of this Debenture the term "Material Adverse Effect” means " shall mean an event, circumstance, loss, development or effect (individually or in the aggregate) when considered in light of the total operations of the Company, which would prohibit the Company from engaging in any material aspect of its business or result in a material adverse effect on (i) change in the business, operations, properties, assets, liabilities, operations (including results thereof), condition (financial prospects or otherwise) or prospects assets of the Company and its subsidiariesCompany, taken as a wholeor if measured monetarily, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below)would exceed $150,000.

Material Adverse Effect. “The term "Material Adverse Effect” means " is defined as any change, effect or occurrence that has, or is reasonably likely to have, individually or in the aggregate, a material adverse effect impact on (i) the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) or prospects of the Company and Company, its subsidiariesbusiness or the Assets, taken as a whole, or (ii) the transactions contemplated hereby or in any operation of the business before or after the Closing Date or the ownership or other Transaction Documents or (iii) the authority or ability use of the Assets by Buyer and the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below)thereafter.

Material Adverse Effect. “Material Adverse Effect” means any " shall mean a material adverse effect on (i) the business, propertiesfinancial condition , assetsresults of operations, liabilities, operations (including results thereof), condition (financial assets or otherwise) or prospects liabilities of the Company and its subsidiariesSubsidiaries or Parent and its Subsidiaries (including Acquisition), as applicable, each taken as a whole, (ii) excluding any changes and effects resulting from general changes in economic, market, regulatory or political conditions or changes in conditions generally applicable to the transactions contemplated hereby or industries in any of the other Transaction Documents or (iii) the authority or ability of which the Company and its Subsidiaries or any of Parent and its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (Subsidiaries, as defined below)applicable, are involved.

Material Adverse Effect. “The term "Material Adverse Effect” means any " shall mean a material adverse effect on (i) the Assets and the Acquired Companies' business, properties, assets, liabilities, operations (including results thereof)operations, condition (financial or otherwise) or prospects results of the Company and its subsidiariesoperations, taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below)considering all relevant facts and circumstances.

Material Adverse Effect. “Material Adverse Effect” means " shall mean any material ------------------------ change or effect that is or is reasonably likely to be materially adverse effect on (i) to the relevant Person's business, propertiesoperations, assets, liabilities, operations properties (including results thereofintangible properties), condition (financial or otherwise), assets, liabilities (including contingent liabilities) or prospects of the Company and its subsidiaries, taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below)prospects.

Material Adverse Effect. “Material Adverse Effect” means " shall mean any material change or effect that is materially adverse effect on to (i) the business, operations, properties, assetsprospects, liabilities, operations (including results thereof), or financial condition (financial or otherwise) or prospects of the Company and its subsidiariesthe Subsidiaries, taken as a whole, excluding any changes or effects (y) caused by changes in general economic conditions or changes generally affecting the industry of the Company and the Subsidiaries or (z) specifically reserved for in the December Balance Sheet or (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries Person to perform any of his or its respective obligations under any of the Transaction Documents (as defined below)this Agreement.

Material Adverse Effect. “The term "Material Adverse Effect” means any " shall mean a material adverse effect on (i) the Non-optometric Assets and the Company's business, properties, assets, liabilities, operations (including results thereof)operations, condition (financial or otherwise) or prospects results of the Company and its subsidiariesoperations, taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below)considering all relevant facts and circumstances.

Material Adverse Effect. “Material Adverse Effect” means any Any event, condition or occurrence or series of events, conditions or occurrences, of whatever nature that causes, whether individually or in the aggregate, a material adverse effect on (i) change in the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) , but other than general economic conditions), assets, liabilities or prospects of properties that comprise the Company and its subsidiaries, taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below)Transferred Properties.

Material Adverse Effect. “Material Adverse Effect” means " shall mean, with respect to any entity or group of entities, a material adverse effect (or any development which, insofar as reasonably can be foreseen, is reasonably likely to have a material adverse effect), on (i) the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) other condition, results of operations or prospects of the Company and its subsidiaries, such entity or group of entities taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below).

Material Adverse Effect. The term “Material Adverse Effect” means shall mean any event, condition or occurrence reasonably expected to have a material adverse effect on (i) the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) ), prospects, assets or prospects properties of the Company and its subsidiariesBusiness, taken as a whole, including the suspension of or material limitation on the operation thereof or (ii) this Agreement or the ability of the parties to consummate the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below)hereby.

Material Adverse Effect. “Material Adverse Effect” means any A material adverse effect on (ia) the business, properties, assets, liabilities, financial condition or results of operations (including results thereof), condition (financial or otherwise) or prospects of the Company Consolidated Group considered as a whole; (b) the ability of Borrower and its subsidiaries, each Guarantor (taken as a whole, ) to perform its material obligations under the Loan Documents; or (iic) the transactions contemplated hereby validity or in enforceability of any of the other Transaction material Loan Documents or (iii) the authority material rights or ability remedies of Agent or the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below)Lenders thereunder.

Material Adverse Effect. “Material Adverse Effect” means any " shall mean a material adverse effect on upon (i) the business, properties, assets, liabilities, operations (including results thereof)operations, condition (financial or otherwise) ), performance or prospects of the Company and its subsidiaries, taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability properties of the Company or any of its subsidiaries Subsidiaries, (ii) the Company's ability to perform any of its respective obligations under any of the Transaction Documents Related Agreements, or (as defined below)iii) the validity or enforceability of, or the Investor's rights and remedies under, this Purchase Agreement or any of the other Related Agreements.

Material Adverse Effect. “For purposes of this Agreement, "Material Adverse Effect” means " shall mean any material materially adverse change in or effect on (i) the business, operations, properties, assets, liabilities, financial condition, results of operations (including results thereof), condition (financial or otherwise) or prospects of the Company a party to this Agreement and its subsidiaries, subsidiaries taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below).

Material Adverse Effect. “Material Adverse Effect” means any (i) a material adverse effect on (i) upon the business, propertiesoperations, assetsProperty, liabilitiesprofits or financial condition of Borrower or upon the validity, operations (including results thereof), condition (financial enforceability or otherwise) or prospects priority of the Company and its subsidiaries, taken as a whole, Security Interests or (ii) the transactions contemplated hereby or in any a material impairment of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries Borrower to perform any of its respective obligations under any Loan Instrument to which it is a party or of the Transaction Documents (as defined below)Agent or any Lender to enforce or collect any of Borrower's Obligations.

Material Adverse Effect. “Material Adverse Effect” means any shall mean a material adverse effect on (i) the business, properties, assetsBusiness or the Assets, liabilities, operations (including results thereof)operation, property, condition (financial or otherwise) or prospects of the Company and its subsidiaries, taken as a whole, Business or (ii) the transactions contemplated hereby validity or in any enforceability of (A) this Agreement or (B) the rights or remedies of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below)Purchaser hereunder.

Material Adverse Effect. The term “Material Adverse Effect” means any shall mean a material adverse effect on (i) the business, propertiesfinancial condition, assets, liabilities, results of operations (including results thereof), condition (financial or otherwise) or prospects of the Company and its subsidiaries, Entities taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below).

Material Adverse Effect. “Material Adverse Effect” " means any ----------------------- a material adverse effect on (ia) the business, properties, assets, liabilities, financial condition or results of operations of Borrower or (including results thereof), condition (financial or otherwise) or prospects of the Company and its subsidiaries, taken as a whole, (iib) the transactions contemplated hereby ability of Borrower duly and punctually to pay its material Debts or in (c) the ability of Borrower duly and punctually to perform its obligations hereunder or under any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below)Loan Documents.

Material Adverse Effect. As used in this Section 4, the term “Material Adverse Effect” means any a material adverse effect on (i) upon the business, financial condition, results of operation, properties, assets, liabilities, liabilities or operations (including results thereof), condition (financial or otherwise) or prospects of the Company and its subsidiaries, Subsidiaries taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below).

Material Adverse Effect. “Material Adverse Effect” means " shall mean with respect to the Company any adverse change or effect that is material adverse effect on (i) to the business, propertiesfinancial condition, assets, liabilities, results of operations (including results thereof), condition (financial or otherwise) or prospects assets of the Company and its subsidiaries, Subsidiaries taken as a whole, ; other than any change or effect (i) relating to the economy or securities markets in general or (ii) generally relating to the transactions contemplated hereby or industries in any of the other Transaction Documents or (iii) the authority or ability of which the Company or any of its subsidiaries operates (including without limitation, fluctuations in coffee prices generally) and not specifically relating to perform any of its respective obligations under any of the Transaction Documents (as defined below)Company.

Material Adverse Effect. “The term "Material Adverse Effect” means any " shall mean changes, developments or occurrences which, individually or in the aggregate, have materially adversely affected or would have a material adverse effect on (i) the business, propertiesprospects, assets, liabilities, financial position or results of operations (including results thereof), condition (financial or otherwise) or prospects of the Company and its subsidiariesentity concerned, taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below)whole with such entity's consolidated subsidiaries.

Material Adverse Effect. “Material Adverse Effect” means any (i) a material adverse effect on (i) upon the business, propertiesoperations or financial condition of Borrower and Guarantor considered as a whole or upon the validity, assets, liabilities, operations (including results thereof), condition (financial enforceability or otherwise) or prospects priority of the Company and its subsidiaries, taken as a whole, Security Interests or (ii) a material impairment of the transactions contemplated hereby ability of Borrower and Guarantor considered as a whole to perform their obligations under the Loan Documents or in of Lender to enforce, against Borrower or Guarantor, or to collect, any of the other Transaction Documents Borrower's Obligations or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below)Guarantor's Obligations.

Material Adverse Effect. “Material Adverse Effect” means any shall mean a material adverse effect on (i) the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) ), results of operations, assets, liabilities, prospects, liquidity or prospects properties of Motorsport or the Company and its subsidiariesPurchaser as applicable, each taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below).

Material Adverse Effect. The term “Material Adverse Effect” means any shall mean a material adverse effect on (i) the business, propertiesoperations, assets, liabilities, operations (including results thereof), properties or financial condition (financial or otherwise) or prospects of the Company and its subsidiariesSubsidiaries, when taken as a consolidated whole, other than with respect to any adverse effects which, directly or indirectly, relate to or result from (iia) public or industry knowledge regarding the transactions contemplated hereby or in any of the other Transaction Documents by this Agreement or (iiib) past, existing or prospective economic, regulatory or other conditions generally affecting the authority or ability of industries and markets in which the Company or any of its subsidiaries to perform any of its respective obligations under any of and the Transaction Documents (as defined below)Subsidiaries compete.

Material Adverse Effect. “Material Adverse Effect” means any A material adverse effect on on: (ia) the business, properties, assets, liabilities, operations (including results thereof), business condition (financial or otherwise) ), operations, performance or prospects properties, of the Company Holding Company, the Borrower and its subsidiariesthe Borrower’s Subsidiaries, taken as a whole, or the Collateral, (iib) the transactions contemplated hereby or in any rights and remedies of the other Transaction Documents Agent under any Loan Document, or (iiic) the authority or ability of the Holding Company or any of its subsidiaries Subsidiary to perform any of its respective or their obligations under any of the Transaction Documents (as defined below)Loan Documents.

Material Adverse Effect. “The term "Material Adverse Effect” means " shall mean, with respect to an entity, a business, or assets, any condition, event, change or occurrence that has or may reasonably be expected to have, a material adverse effect on (i) the assets, business, propertiesprospects, operations, results of operations, or financial condition of such business, entity or assets, liabilities, operations (including results thereof), condition (financial or otherwise) or prospects of the Company and its subsidiaries, taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below).

Material Adverse Effect. “The term "Material Adverse Effect” means " shall mean any event, condition or occurrence reasonably expected to have a material adverse effect on (i) the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) ), prospects, assets or prospects properties of the Company and its subsidiariesBusiness, taken as a whole, including the suspension of or material limitation on the operation thereof or (ii) this Agreement or the ability of the parties to consummate the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below)hereby.

Material Adverse Effect. “The term "Material Adverse Effect” means " shall mean with respect to any material Person, any effect that is materially adverse effect on (i) to the business, properties, assets, liabilities, results of operations (including results thereof), or condition (financial or otherwise) or prospects of the Company such Person and its all Persons included with such Person, including all subsidiaries, and where used with reference to the Company, shall mean Poly-Flex US and Poly-Flex UK taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below).

Material Adverse Effect. “Material Adverse Effect” means any fact, event, change, occurrence or effect that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (i) the business, properties, assets, liabilities, operations (including results thereof), of operation or condition (financial or otherwise) or prospects of the Company Issuers and its subsidiaries, taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below).their consolidated

Material Adverse Effect. The term “Material Adverse Effect” means any changes, developments or occurrences which, individually or in the aggregate, have materially adversely affected or could reasonably be expected to have a material adverse effect on (i) the business, propertiesprospects, assets, liabilities, operations (including results thereof), condition position (financial or otherwise) or prospects results of operations of the Company and its subsidiariesentity concerned, taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below)whole with such entity’s consolidated subsidiaries.

Material Adverse Effect. “Material Adverse Effect” means shall mean, with respect to any entity or group of entities, a material adverse effect on (i) the business, propertiesoperations, assets, liabilities, financial condition, or results of operations (including results thereof), condition (financial of such entity or otherwise) or prospects group of the Company and its subsidiaries, entities taken as a whole, (ii) or on the ability of such entity or group of entities to perform in all material respects its or their obligations hereunder, or which would prevent or materially delay the consummation of the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below)herein.

Material Adverse Effect. “When used in connection with the Company, the term "Material Adverse Effect” " means any material change, effect or circumstance that, individually or when taken together with all other such changes, effects or circumstances that have occurred prior to the date of determination of the occurrence of the Material Adverse Effect, is or is reasonably likely to be materially adverse effect on (i) to the business, propertiesoperations, assets, liabilities, operations assets (including results thereofintangible assets), condition (financial or otherwise) or prospects of the Company and its subsidiaries), taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below).liabilities,

Material Adverse Effect. “The term "Material Adverse Effect” " with ----------------------- respect to any person means any a material adverse effect on (i) the business, propertiesfinancial condition, assets, liabilities, operations assets (including results thereof), condition (financial or otherwiseintangible assets) or prospects results of the Company operations of such person and its subsidiaries, subsidiaries of such person taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below).

Material Adverse Effect. “Material Adverse Effect” means any A material adverse effect on with respect to (ia) the business, assets, properties, assetsfinancial condition, stockholders’ equity, contingent liabilities, prospects, material agreements or results of operations of Seller, or (including results thereof)b) Seller’s ability to pay the Obligations in accordance with the terms hereof, condition or (financial or otherwise) or prospects of the Company and its subsidiaries, taken as a whole, (iic) the transactions contemplated hereby validity or in enforceability of this Agreement or any of the other Transaction Documents or (iii) the authority rights and remedies of FGI hereunder or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below).thereunder. Maturity Date – See Exhibit A. Minimum Net Funds - See Exhibit A.

Material Adverse Effect. “Material Adverse Effect” means " shall mean any material circumstance, change, event, transaction, loss, failure, effect or other occurrence that is, or is reasonably likely to be, materially adverse effect on to the business (i) the businessor Business), propertiesoperations, assets, liabilities, operations properties (including results thereofintangible properties), condition (financial or otherwise) ), assets, liabilities (Liabilities), results of operations or financial or business prospects of the Company Compost and or its subsidiariesSubsidiaries, and/or of Miami and/or Bedminster, taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below).

Material Adverse Effect. “Material Adverse Effect” As used herein, the phrase "material ----------------------- adverse effect" means any a material adverse effect on (i) the businessfinancial condition, properties, assets, liabilities, business or results of operations (including results thereof), condition (financial or otherwise) or prospects of the Company Companies on a consolidated basis or on HDA and its subsidiaries, subsidiaries taken as a whole, as applicable, or (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company Selling Parties or any of its subsidiaries HDA, as applicable, to perform any of its respective obligations under any of consummate the Transaction Documents transactions contemplated by this Agreement. (as defined belowSignature Page Follows).

Material Adverse Effect. “The term "Material Adverse Effect” means " shall mean any material adverse change in or effect on (i) the business, propertiesoperations, assets, liabilities, operations (including results thereof), assets or financial condition (financial or otherwise) or prospects of any Company which is materially adverse to the Company and its subsidiaries, taken Companies considered as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below)one enterprise.

Material Adverse Effect. “Material Adverse Effect” means " shall mean, with respect to any entity or group of entities, a material adverse effect (or any development which, insofar as reasonably can be foreseen, is reasonably likely to have a material adverse effect in the future), on (i) the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) other condition, results of operations or prospects of the Company and its subsidiaries, such entity or group of entities taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below).

Material Adverse Effect. “The words "Material Adverse Effect” means any " mean a material adverse effect on (i) the business, properties, assets, liabilities, operations (including results thereof)operations, condition (financial or otherwise) or prospects results of operations of the Company and its subsidiaries, Borrowers taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below).

Material Adverse Effect. “Material Adverse Effect” means " shall mean, with respect to any material Person, any event, fact, condition, occurrence or effect, which is materially and substantially adverse effect on (i) to the business, properties, assets, liabilities, capitalization, stockholders' equity, financial condition, operations, licenses or other franchises or results of operations (including results thereof)of such Person, condition (financial or otherwise) or prospects of the Company and its subsidiaries, taken considered as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below).

Material Adverse Effect. The term “Material Adverse Effect” means shall mean any event, circumstance, or change (other than resulting from general economic conditions or the financial or securities markets generally) that had or can reasonably be expected to have a material adverse effect on (i) the business, propertiesoperations, assetsprospects, liabilitiesProperties, operations (including results thereof)financial condition, condition (financial or otherwise) or prospects working capital of the Company and its subsidiaries, taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below)Company.

Material Adverse Effect. “Material Adverse Effect” means any (i) a material adverse effect on (i) the business, propertiesfinancial condition, assetsoperation, liabilities, operations (including results thereof), condition (financial performance or otherwise) or prospects properties of the Company Borrowers and its subsidiaries, their Subsidiaries taken as a whole, (ii) a material adverse effect on the transactions contemplated hereby rights and remedies of Agent or in any of Lenders under the other Transaction Documents Loan Documents, or (iii) the authority or material impairment of the ability of the Company Borrowers or any of its subsidiaries their Subsidiaries to perform any of its respective their obligations hereunder or under any of the Transaction Documents (as defined below)Loan Document.

Material Adverse Effect. “Material Adverse Effect” means any material adverse effect on (i) the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) or prospects of the Company and its subsidiaries, taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below)Documents.

Material Adverse Effect. “Material Adverse Effect” means any A material adverse effect on (ia) the business, properties, assets, liabilitiesoperations, operations (including results thereof)prospects or condition, condition (financial or otherwise) or prospects , of the Company and its subsidiaries, taken as a wholeIssuer, (iib) the transactions contemplated hereby ability of the Issuer or in the Sole Shareholder to perform any of its obligations under the Notes or any other Transaction Document to which it is a party or (c) the rights of or benefits available to any of the Holders or the Trustee under the Notes or any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below)Documents.

Material Adverse Effect. The words “Material Adverse Effect” means any mean a material adverse effect on (ia) the business, properties, assets, liabilitiesoperations or condition, operations (including results thereof), condition (financial or otherwise) or prospects , of the Company Borrower and its subsidiariesthe Guarantor, taken as a whole, (iib) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company any Borrower or any of its subsidiaries Guarantor to perform any of its respective obligations under any the Financing Documents to which it is a party, (c) the Collateral, or the Lender’s Liens on the Collateral or the priority of such Liens, or (d) the rights and remedies of the Transaction Documents (as defined below)Lender thereunder.

Material Adverse Effect. The words “Material Adverse Effect” means any mean a material adverse effect on (i) the business, properties, assets, liabilities, business operations (including results thereof), or condition (financial or otherwise) or prospects of the Company Borrower and its subsidiaries, Subsidiaries taken as a whole, whole or (ii) the transactions contemplated hereby ability of Borrower to repay the Indebtedness or in otherwise perform its obligations under this Agreement or any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below)Related Documents.

Material Adverse Effect. “Material Adverse Effect” " means any material adverse effect on changes or effects that either individually, or in the aggregate, (i) materially and adversely impacts the business, propertiesoperations, assets, liabilities, operations (including results thereof)prospects, condition (financial or otherwise) or prospects results of the Company and its subsidiariesoperations of AVAX, Holdings or Subsidiary, as appropriate, each taken as a whole, or (ii) is materially adverse to (A) the transactions contemplated hereby validity or in any enforceability of the other Transaction Documents this Agreement or (iiiB) the authority or ability of AVAX or the Company Contributors, as appropriate, to execute and deliver this Agreement or any of its subsidiaries to perform any of its their respective obligations under any of the Transaction Documents (as defined below)this Agreement.

Material Adverse Effect. As used in this Section 4, the term “Material Adverse Effect” means any a material adverse effect on (i) upon the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) ), results of operation, properties, liabilities or prospects operations of the Company and its subsidiaries, Subsidiaries taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below).

Material Adverse Effect. “Material Adverse Effect” means " means, with ----------------------- ----------------------- respect to any material person or entity, any event, fact, condition, occurrence or effect, which is materially adverse effect on (i) to the business, properties, assets, liabilitiesfinancial condition, operations, licenses or other franchises or results of operations (including results thereof)of such person or entity, condition (financial or otherwise) or prospects of the Company and its subsidiaries, taken considered as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below).

Material Adverse Effect. “The term "Material Adverse Effect” means " shall mean a material adverse change in, or the occurrence of any event which would be likely to have a material adverse effect on (i) on, the business, propertiesfinancial condition, operations, assets, liabilities, prospects or results of operations (including results thereof), condition (financial or otherwise) or prospects of the Company and its subsidiaries, Subsidiaries taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below).

Material Adverse Effect. “Material Adverse Effect” means any an effect, which results in a material adverse effect on (i) the businessresults of operations, properties, assets, liabilities, operations (including results thereof), assets or condition (financial or otherwise) or prospects of the Company and its subsidiariesGroup, taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below).

Material Adverse Effect. As used in this Section 4, the term “Material Adverse Effect” means any circumstance or event which, individually or in the aggregate with any other circumstances or event, has a material adverse effect on (i) the businessthe, propertiesbusiness as it is currently conducted, assets, liabilities, financial condition or operations (including results thereof), condition (financial or otherwise) or prospects of the Company and its subsidiaries, taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below)Company.

Material Adverse Effect. “Material Adverse Effect” means any a material adverse effect on (i) the business, propertiesfinancial condition, assetsoperation, liabilities, operations (including results thereof), condition (financial performance or otherwise) or prospects properties of the Company Borrowers and its subsidiaries, their Subsidiaries taken as a whole, (ii) a material adverse effect on the transactions contemplated hereby rights and remedies of Agent or in any of Lenders under the other Transaction Documents Loan Documents, or (iii) the authority or material impairment of the ability of the Company Borrowers or any of its subsidiaries their Subsidiaries to perform any of its respective their obligations hereunder or under any of the Transaction Documents (as defined below)Loan Document.

Material Adverse Effect. As used in this Agreement, the term “Material Adverse Effect” means any material adverse effect on (i) a material adverse effect, individually or in the aggregate, upon the assets, business, propertiesfinancial condition, assetsresults of operation, liabilitiesprospects, properties or results of operations (including results thereof), condition (financial or otherwise) or prospects of the Company and its subsidiaries, taken as a wholeCompany, (ii) an adverse affect on the transactions legality, validity or enforceability of this Agreement or the transaction contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability and adverse impairment of the Company or any of its subsidiaries Company’s ability to perform any of fully on a timely basis its respective obligations under any of the Transaction Documents (as defined below)this Agreement.

Material Adverse Effect. “Material Adverse Effect” means any material adverse effect on (i) the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) or prospects of the Company and its subsidiaries, taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below).or

Material Adverse Effect. “Material Adverse Effect” means any material adverse effect on (i) the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) or prospects of the Company and its subsidiaries, taken as a wholeEffect means, (iia) with respect to Seller, any change, effect, event, or occurrence that is materially adverse to the transactions contemplated hereby or in any of the other Transaction Documents Assets, or (iiib) with respect to the authority Party making a representation or warranty, any change, effect, event, or occurrence that is materially adverse to the ability of the Company or any of its subsidiaries such Party to perform any of its respective obligations under any of this Agreement or consummate the Transaction Documents (as defined below)Contemplated Transactions.

Material Adverse Effect. “For purposes of this Debenture the term "Material Adverse Effect” means " shall mean an event, circumstance, loss, development or effect (individually or in the aggregate) when considered in light of the total operations of the Company, which would prohibit the Company from engaging in any material aspect of its business or result in a material adverse effect on (i) change in the business, operations, properties, assets, liabilities, operations (including results thereof), condition (financial prospects or otherwise) or prospects assets of the Company and its subsidiariesCompany, taken as a wholeor if measured monetarily, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below)would exceed $100,000.

Material Adverse Effect. “Material Adverse Effect” means any An effect that results in or causes, or could reasonably be expected to result in or cause, a material adverse effect on (i) the business, propertiesoperations, results of operations, assets, liabilities, operations (including results thereof), liabilities or condition (financial or otherwise) or prospects of the Company any Person and its subsidiaries, Subsidiaries taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below).

Material Adverse Effect. As used in this Section 4, the term “Material Adverse Effect” means any circumstance or event which, individually or in the aggregate with any other circumstances or event, has a material adverse effect on (i) the business, properties, assets, liabilities, properties or operations (including results thereof), condition (financial or otherwise) or prospects of the Company and its subsidiaries, taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below)Company.

Material Adverse Effect. “Material Adverse Effect” means any material adverse effect on (i) the business, properties, assets, liabilities, operations (including results thereof), ​ ​ ​ condition (financial or otherwise) or prospects of the Company and its subsidiaries, taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below).

Material Adverse Effect. “The term "Material Adverse Effect” means any " shall mean a material adverse effect on (i) the Non-optical Assets and the Partnership's business, properties, assets, liabilities, operations (including results thereof)operations, condition (financial or otherwise) or prospects results of the Company and its subsidiariesoperations, taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below)considering all relevant facts and circumstances.

Material Adverse Effect. “As used in this ----------------------- Agreement, the term "Material Adverse Effect” " with respect to an entity means any condition, event, change or occurrence that has or may reasonably be expected to have a material adverse effect on (i) the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) ), properties, business or prospects results of the Company operations, of such entity and its subsidiariesSubsidiaries, taken as a whole, (ii) whole as reflected in the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents Seller Financial Statements (as defined belowin Section 2.05(b).) or the Unified Financial

Material Adverse Effect. “Material Adverse Effect” means any a material adverse effect on (i) the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) ), operation, performance or prospects properties of the Company and its subsidiaries, taken as a wholeCo-Borrowers, (ii) a material adverse effect on the transactions contemplated hereby rights and remedies of Agent or in any of Lenders under the other Transaction Documents Loan Documents, or (iii) the authority or material impairment of the ability of the Company Borrower or any of its subsidiaries Subsidiaries to perform any of its respective obligations hereunder or under any of the Transaction Documents (as defined below)Loan Document.

Material Adverse Effect. “Material Adverse Effect” means any material Any effect (or effects taken together) that is materially adverse effect on (i) to the present or future business, propertiesoperations, assets, liabilities, properties, results in operations (including results thereof), or condition (financial or otherwise) ), prospects, or prospects property of the Company and a Party, its subsidiariesbusiness, taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below)this PPA.

Material Adverse Effect. “Material Adverse Effect” means any A material adverse effect on (ia) the business, properties, assets, liabilitiesoperations, operations (including results thereof)or condition, condition (financial or otherwise) or prospects , of the Company and its subsidiaries, taken as a wholeIssuer, (iib) the transactions contemplated hereby ability of the Issuer or in the Sole Shareholder to perform any of its obligations under the Notes or any other Transaction Document to which it is a party or (c) the rights of or benefits available to any of the Holders or the Trustee under the Notes or any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below)Documents.

Material Adverse Effect. “The term "Material Adverse Effect” means " means, when used with respect to Parent or any material Stockholder, an effect or change that either individually or in the aggregate with all other such effects or changes is or would be materially adverse effect on (i) to the business, properties, assets, liabilities, operations (including results thereof), condition (financial ability of such party to perform its obligations hereunder or otherwise) or prospects of the Company and its subsidiaries, taken as a whole, (ii) to consummate the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below)hereby.