Sample Material Adverse Change Clauses - UCCstuff

[NYCORP; :4245B:06/12/00 4:28p] Sample Material Adverse Change Clauses :More favorable to lender:"there not having occurred or become known to us[ the lender] any Material Adverse condition ormaterial Adverse Change in or affecting thebusiness, operations, properties, condition(financial or otherwise) or prospects of the Targetand its subsidiaries, taken as a whole, sinceDecember 31, 200X".More favorable to borrower:"there not having occurred and be continuing anymaterial Adverse Change in the business, operations,properties or financial condition of the Target orany of its subsidiaries since December 31, 200X."Other Variations: Sample MAC Clause taken from underwriter's form in aShelf/Debt - Form S-3 - Underwriting Agreement (revisedMarch, 2000):The Company shall have furnished to the Repre-sentatives a certificate of the Company, signed bythe Chairman of the Board or the President and theprincipal financial or accounting officer of theCompany, dated the Closing Date, to the effect thatthe signers of such certificate have carefullyexamined the Registration Statement, the Prospectus,any supplements to the Prospectus and this Agreementand that.

Sample Material Adverse Change Clauses: More favorable to lender: "there not having occurred or become known to us [i.e. the lender] any material adverse condition or material adverse change in or affecting the business, operations, properties, condition (financial or otherwise) or prospects of the Target and its subsidiaries, taken as a whole ...

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