Material Adverse Changes. Except as disclosed in the Prospectus and the Time of Sale Information, # in the reasonable judgment of the Agent there shall not have occurred any Material Adverse Change; and # there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.

Since September 30, 2016 except as stated in any Exchange Act Report filed since such date or as disclosed herein pursuant to [Section 3.7]: # there has been no event, circumstance or condition relating to or affecting the business, assets, liabilities, results of operations or condition (financial or otherwise) of the Company and the Subsidiaries taken as a whole, or the ability of the Company to continue to conduct business in the usual and ordinary course of the Company and the Subsidiaries taken as a whole, whether or not arising in the ordinary course of business, which would have a Material Adverse Effect; and # except for the transactions contemplated by this Agreement, as set forth on [Schedule 3.7], or as set forth in the Exchange Act Reports, there has been no material transaction entered into by the Company or any of the Subsidiaries other than # transactions in the ordinary course of business or # transactions which would not have a Material Adverse Effect; and # there have not been any changes in the capital stock of the Company. On the date hereof, no dividend or other distribution with respect to the Company’s Common Stock has been declared but not yet paid or distributed which has a record date prior to the date hereof, except as disclosed on [Schedule 3.7].

No Material Adverse Changes. There shall have been no event or circumstance relating to the business, operations, properties, prospects or financial condition of [[MBM Cleaners:Organization]] that is material and adverse to [[MBM Cleaners:Organization]], taken as a whole, including without limitation, any material increase in the liabilities of [[MBM Cleaners:Organization]] or any material decrease in the assets of [[MBM Cleaners:Organization]], in each case between the date hereof and the Closing Date.

No Material Adverse Changes. There shall have been no event or circumstance relating to the business, operations, properties, prospects or financial condition of EXAD that is material and adverse to EXAD, taken as a whole, including without limitation, any material increase in the liabilities of EXAD between the date hereof and the Closing Date.

Adverse Changes. Suffered or experienced any change in, or affecting, its condition (financial or otherwise), properties, assets, liabilities, business, operations, results of operations or prospects which would have a Material Adverse Effect;

Material Changes. Prompt written notice of any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect;

Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any Material Adverse Effect, or any development that would cause a Material Adverse Effect, or a downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset backed securities) by any “nationally recognized statistical rating organization,” as such term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act (a “Rating Organization”), or a public announcement by any Rating Organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset backed securities), the effect of which, in the case of any such action by a Rating Organization described above, in the reasonable judgment of the Agent (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.

Material Adverse Change. A material adverse change occurs, or is reasonably likely to occur, in [[Organization A:Organization]]’s (or any guarantor’s) business condition (financial or otherwise), operations, properties or prospects, or ability to repay the credit.

Material Adverse Effect. The Agents shall have determined, in their reasonable judgment, that no event or development shall have occurred since December 31, 2017, which could reasonably be expected to have a Material Adverse Effect.

Material Adverse Effect. The Parent and the Company shall promptly advise the Purchaser in writing of the occurrence of any matter or event occurring on or after the date of this Agreement and prior to each Closing that may reasonably be expected to result in a Material Adverse Effect.