Material Adverse Effect. A Material Adverse Effect shall have occurred, as determined by ​ in its sole good faith discretion and not been waived in writing; or

Material Adverse Effect. Any Material Adverse Effect occurs;

Material Adverse Effect. Any event or occurrence happens which results in or causes, or is reasonably likely to result in or cause, a Material Adverse Effect.

Material Adverse Effect. There shall not have occurred a Material Adverse Effect since the Effective Date and prior to the Closing.

Material Adverse Effect. The Agents shall have determined, in their reasonable judgment, that no event or development shall have occurred since ​, 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.

No Material Adverse Effect. There shall not have occurred a Material Adverse Effect or any event or circumstance that could reasonably be expected to result in a Material Adverse Effect and the Administrative Agent shall have received a certificate of a Financial Officer of the Borrowers to the foregoing effect.

No Material Adverse Effect. Since ​, there has been no event that has had, or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

No Material Adverse Effect. On or prior to the Closing Date, there shall have been no occurrence (including, without limitation, a breach of the representations and warranties or covenants of ​ contained in this Agreement (including the schedules hereto)) that has resulted in or is reasonably likely to result in a ​ Material Adverse Effect or a Bank Material Adverse Effect.

No Material Adverse Effect. Since the later of ​ and date of the most recently delivered audited financial statements of the Borrower and its Subsidiaries pursuant to [Section 6.01(a)], there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect.