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 date of this Agreement which has, or would reasonably be expected to have, a Material Adverse Effect.

No Material Notices. None of the following events shall have occurred and be continuing: # receipt by the Company or any of its subsidiaries of any request for additional information from the Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statement, the response to which would require any post-effective amendments or supplements to the Registration Statement or the Prospectus; # the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; # receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Placement Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or # the occurrence of any event that makes any material statement made in the Registration Statement or the Prospectus or any material document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statement, related Prospectus or such documents so that, in the case of the Registration Statement, it will not contain any materially untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any materially untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

No Material Misstatements. No statement, information, report, financial statement, exhibit or schedule furnished by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the syndication or negotiation of this Agreement or any other Loan Document or included herein or therein or delivered pursuant hereto or thereto contained, contains, or will contain any material misstatement of fact or intentionally omitted, omits, or will omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were, are, or will be made, not materially misleading.

Any event or circumstance occurs which has or is reasonably likely to have a Material Adverse Effect.

Material Adverse Effect. Since December 31, 2015, there has been no Material Adverse Effect.

Material Adverse Effect. (a) Except as set forth on the Seller Disclosure Schedule (as defined in the Purchase and Sale Agreement), since December 31, 2014 through the date of the Purchase and Sale Agreement, there shall not have occurred any event that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (as defined in the Purchase and Sale Agreement) and # between the date of the Purchase and Sale Agreement and the Closing Date (as defined in the Purchase and Sale Agreement), there shall have been no event, circumstance, development, change or effect that would reasonably be expected to have a Material Adverse Effect (as defined in the Purchase and Sale Agreement). Any disclosure with respect to a section or schedule of the Purchase and Sale Agreement (including any section of the Seller Disclosure Schedule (as defined in the Purchase and Sale Agreement)) shall be deemed to have been disclosed for other sections and schedules of the Purchase and Sale Agreement (including a section of the Seller Disclosure Schedule (as defined in the Purchase and Sale Agreement)) where the relevance of such disclosure would be reasonably apparent.

Material Adverse Effect. There shall not have occurred since September 30, 2014 any event or condition that has had or would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

Material Adverse Effect. Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect.

Advertising: The Distributor has the right to advertise the Products within the Territory. Any advertising shall be done according to the following reasonable rules and conditions: # all advertising in any form shall be done at the Distributor’s sole expense; # all advertising must conspicuously display the Manufacturer’s name, trademarks, copyright and other proprietary notices; # all advertising copy, news releases and/or other publicity must be submitted to and approved by the Manufacturer prior to use. Any advertising considered incorrect or inappropriate by the Manufacturer shall not be used by the Distributor. The Distributor shall be solely responsible for all consequences of its advertising, and shall indemnify, defend and hold the Manufacturer harmless from all damages and other liabilities that in any way arise out of such advertising; and # the Distributor acknowledges that the reason for these reasonable rules is to protect the public and the goodwill associated with the Manufacturer’s trademarks and Products, and to ensure that no claim or statement is made which may be viewed as misleading or inaccurate. The Distributor acknowledges that there is no intent or purpose to control or dictate the Distributor’s operations or marketing plans by the Manufacturer

Personal/Advertising Injury: