definiens: shall mean, with respect to Company, . a material . adverse change in the business, operations, assets, prospects or financial condition of Company and its Subsidiaries, taken as a whole . ' shall mean ( i).the effect of a Material Adverse Change, { ii } a material adverse effect on the validity or enforceability of any of the Transaction Documents, ( iii ) a material adverse effect on the ability of Company to perform any of its obligations under any of the . Transaction Documents, ( iv ) a material adverse effect on the rights or remedies of Assignee under any of the Transaction an adverse effect on the right of Company to receive any material payments or any other material rights and remedies of Company under ' ) a material adverse effect on the right of Assignee to n<>'<TrnPTIT due to hereunder or a material adverse shall . mean any contract, agreement or other arrangement to which Company is a party or any of Company 's assets or properties are bound or committed ( other than the Transaction Documents ) for which breach, nonperformance, cancellation or failure to renew could . reasonably be expected to have a Material Adverse Effect ; provided, that ( i ) all In Licenses, ( ii ) any agreement ( except for management contracts or compensatory plans with executive officers or directors ) filed with the United States Securities and Exchange Commission ( the ) ( other than the Transaction Documents ), and ( iii ) the Material Licenses, shall be deemed to be Material Contracts