Material Limitation Sample Clauses

Material Limitation. No statute, rule, regulation, executive order or final decree or preliminary or permanent injunction shall been enacted, entered or promulgated that would (a) impose any material limitation on the ability of Buyer to exercise full rights of ownership with respect to any of the Real Property; or (b) impose any new or increased fee or tax applicable to the Real Property.
Sample 1
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Material Limitation. No statute, rule, regulation, executive order, or final decree or preliminary or permanent injunction shall have been enacted, entered, or promulgated which would (i) impose any material limitation on the ability of Buyer effectively to exercise full rights of ownership with respect to any material portion of the business or assets of the Company, (ii) effect any changes in the regulatory framework governing or affecting the business of modifying/converting and selling natural gas vehicles that would materially, adversely affect the Company’s business, or (iii) impose any new or increased tax or fee, other than one of general application, that would result in a Material Adverse Effect.
Sample 1
Material Limitation. No statute, rule, regulation, executive order or final decree or preliminary or permanent injunction shall have been enacted, entered or promulgated that would (a) impose any material limitation on the ability of Buyer to exercise full rights of ownership with respect to any of the Seller's Assets, or (b) impose any new or increased fee or tax applicable to the Business or any of Seller's Assets. In the event the transaction contemplated by this Agreement does not close by July 15, 1999 due to a material limitation, as set forth in this Section 8.10, this Agreement shall terminate and the Escrow, and all interest earned thereon, shall be delivered to Seller.
Sample 1
Material Limitation. No statute, rule, regulation, executive order, or final decree or preliminary or permanent injunction shall have been enacted, entered, or promulgated which (i) would impose any material limitation on the ability of SV effectively to exercise full rights of ownership, or rights as the case may be, with respect to any material Asset, or (ii) effect any changes in the regulatory framework (including any adoption procedures) for the sale and distribution of products to educational institutions in the United States, Canada or the United Kingdom that would be Materially Adverse.
Sample 1

Related to Material Limitation

  • ANNUAL LIMITATION Notwithstanding anything contained in this Agreement to the contrary, and with respect to each Tax Year of the Tax Limitation Period beginning after the first Tax Year of the Tax Limitation Period, in no event shall (i) the sum of the maintenance and operations ad valorem taxes paid by the Applicant to the District for such Tax Year, plus the sum of all payments otherwise due from the Applicant to the District under Articles IV, V, and VI of this Agreement with respect to such Tax Year, exceed (ii) the amount of the maintenance and operations ad valorem taxes that the Applicant would have paid to the District for such Tax Year (determined by using the District’s actual maintenance and operations tax rate for such Tax Year) if the Parties had not entered into this Agreement. The calculation and comparison of the amounts described in clauses (i) and (ii) of the preceding sentence shall be included in all calculations made pursuant to Article IV of this Agreement, and in the event the sum of the amounts described in said clause (i) exceeds the amount described in said clause (ii), then the payments otherwise due from the Applicant to the District under Articles IV, V, and VI shall be reduced until such excess is eliminated.

  • Financial Limit 3.1 Payments under this Calldown Contract shall not, exceed £454,511 (Pound Four Hundred Fifty Four Thousand and Five Hundred Eleven Only) (“the Financial Limit”) and is exclusive of any government taxes.

  • Territorial Limits UK [and elsewhere in the world in respect of non manual visits].

  • Material Litigation Promptly after the commencement thereof, notice of all actions, suits, investigations, litigation and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting any Loan Party or any of its Subsidiaries of the type described in Section 4.01(f), and promptly after the occurrence thereof, notice of any material adverse change in the status or the financial effect on any Loan Party or any of its Subsidiaries of the Material Litigation from that described on Schedule 4.01(f) hereto.

  • Adverse Effect Any other action, event, or condition of any nature which could result in a material adverse effect on the business, property, or financial condition of Borrower.

  • No Undisclosed Material Liabilities There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (a) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for in the Company Balance Sheet or in the notes thereto; (b) liabilities or obligations incurred in the ordinary course of business consistent with past practices since the Company Balance Sheet Date; (c) liabilities or obligations arising out of this Agreement or the transactions contemplated hereby; and (d) liabilities or obligations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

  • General Limitation Xxxxxx Mae shall be liable under the terms of the Lower Tier Classes, the Certificates and this Trust Agreement only to the extent of faithful performance of the duties and responsibilities imposed by the terms of the Lower Tier Classes, the Certificates and this Trust Agreement.

  • Material Liabilities The Company has no liability or obligation, absolute or contingent (individually or in the aggregate), except (i) obligations and liabilities incurred after the date of incorporation in the ordinary course of business that are not material, individually or in the aggregate, and (ii) obligations under contracts made in the ordinary course of business that would not be required to be reflected in financial statements prepared in accordance with generally accepted accounting principles.

  • Material Changes; Undisclosed Events, Liabilities or Developments Since the date of the latest audited financial statements included within the SEC Reports, except as set forth on Schedule 3.1(i), (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

  • TAX LIMITATION So long as the Applicant makes the Qualified Investment as required by Section 2.5, during the Qualifying Time Period, and unless this Agreement has been terminated as provided herein before such Tax Year, on January 1 of each Tax Year of the Tax Limitation Period, the Appraised Value of the Applicant’s Qualified Property for the District’s maintenance and operations ad valorem tax purposes shall not exceed the lesser of: A. the Market Value of the Applicant’s Qualified Property; or B. Twenty Million Dollars ($20,000,000). This Tax Limitation Amount is based on the limitation amount for the category that applies to the District on the Application Approval Date, as set out by Section 313.052 of the TEXAS TAX CODE.

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