No Material Loss. The Company has not sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or action, order or decree of any governmental entity; and, since the date as of which information is given in the Prospectus, there has not been any material change in the ownership or long-term debt of the Company or any material adverse change, or any development that may cause a prospective material adverse change, in or affecting the general affairs, management, financial position, business prospects or results of operations of the Company, otherwise than as set forth or contemplated in the Prospectus;

None of the Company or the Subsidiaries: # is in default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any agreement, contract, commitment, instrument, plan, undertaking or regulatory requirement (including, without limitation, any and all leases, mortgages, and other contractual arrangements with respect to real property) material to the business of the Company and the Subsidiaries taken as a whole (collectively, the “Contracts”), and # no event has occurred which, with or without the giving of notice or lapse of time or both, would constitute or result in a default thereunder except, in the case of each of [(a) and (b)], for such defaults as would not, individually or in the aggregate, have a Material Adverse Effect. Each of the Contracts is valid and enforceable in accordance with its terms except to the extent that enforcement thereof may be limited by # bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws now or hereafter in effect relating to creditors’ rights generally and # general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity) and except for those failures of Contracts (or provisions thereof) to be valid or enforceable which would not, in the aggregate, have a Material Adverse Effect.

Material Nonpublic Information. Dealer hereby represents and covenants to Counterparty that it has implemented policies and procedures, taking into consideration the nature of its business, reasonably designed to prevent individuals making investment decisions related to any Transaction from having access to material nonpublic information regarding Issuer that may be in possession of other individuals at Dealer

Material Adverse Change. There shall have been no Material Adverse Change. The income and expenses of each Property, the occupancy thereof, and all other features of the transaction shall be as represented to the Agent without material adverse change. Neither the Borrowers nor any of their constituent Persons shall be the subject of any bankruptcy, reorganization, or insolvency proceeding.

Material Adverse Effect. A Material Adverse Effect shall occur.

If the Company’s reported financial or operating results become subject to a material negative restatement, the Executive Resources Committee may determine that all or a portion of the bonus or bonus units granted to a grantee during the three year period prior to such material restatement, where such grantee was an Executive Officer during all or any portion of such three year period, would not have been granted if the Company’s results as originally published had been equal to the Company’s results as subsequently restated (the “restatement forfeiture bonus or bonus units”). In such event, at the company’s discretion, the restatement bonus or bonus units are forfeited and the company shall make no payment with respect to such restatement forfeiture bonus or bonus units.

Material Adverse Change. Since October 2, 2016, there has been no change in the business, condition (financial or otherwise), operations, performance or Properties of ​ and its Subsidiaries, as reflected in the audited annual consolidated financial statements of ​ and its Subsidiaries for the fiscal year ended on such date described in Section 6.4, which has had or could reasonably be expected to have a Material Adverse Effect.

No Material Litigation. No legal or regulatory action or proceeding shall have commenced and be continuing against the [[Organization A:Organization]] or any of its Subsidiaries since the Second Amendment Effective Date which has, or would reasonably be expected to have, a Material Adverse Effect.

•advertising, communications and recording equipment;

“Promotional Materials” means all written, printed, video or graphic advertising, promotional, educational and communication materials (other than any Product labels and package inserts) for marketing, advertising and promoting of the Compound or any Product.