Material Part. For the purposes of this Article a “material part of the Seller’s Facilities” means any portion of the Seller’s Facilities the disposition of which would materially affect the ability of Seller to fulfil the terms of this Agreement or could reasonably be expected to result in a reduction in the volume of Chips available to Buyer under this Agreement. For the purposes of determining the application of Section 112.1 to a disposition of any part of the Seller’s Facilities:
(a) a series of transactions that could reasonably be viewed as related will be considered as a single disposition; and
(b) any exchange of assets in which any part of the Seller’s Facilities are disposed of but are replaced concurrently with other assets that become part of the Seller’s Facilities will not constitute a disposition of a material part of the Seller’s Facilities if, as a result of such exchange, the ability of Seller to fulfil the terms of this Agreement and the volume of Chips available to Buyer under this Agreement is not materially affected. Seller may, at its option, notify Buyer of any transaction Seller proposes to enter into that involves the acquisition or disposition of any facility that is or could be used in connection with Seller’s wood processing business and any notice given by Seller to Buyer under this Section may include a request that Buyer advise Seller of Buyer’s position regarding the application of Section 12.1 to the proposed transaction, including whether or not an asset is a material part of the Seller’s Facilities and whether or not any draft agreement proposed by Seller under Section 12.1 meets Buyer’s reasonable requirements. Buyer agrees to respond promptly (and in any event not more than 15 Business Days after receipt of such notice) to any such request made by Seller and failure of Buyer to respond during such period will be deemed to be confirmation that Buyer does not consider Section 12.1 to apply to such transaction.
Material Part. For purposes of Section 11, a "material part" of the Facility shall mean any part which the Buyer reasonably determines would materially adversely affect the operations of the Facility if damaged, destroyed or taken by Condemnation. To be "material" the loss must render the Premises unfit for use and occupancy as a nursing home.
Material Part. For purposes of this Agreement, (a) a taking by eminent domain of a portion of the Property shall be deemed to affect a “material part” of the Property if the estimated value of the portion of the Property taken (plus other reasonably anticipated attendant costs/losses, including lost revenues not recoverable from rent loss insurance, if not appropriately reflected in the value of the portion which is subject to the taking) exceeds $500,000.00 with respect to the Land and Improvements thereon, and (b) the destruction of a “material part” of the Property shall be deemed to mean an insured or uninsured casualty to the Property having an estimated cost of repair (plus other reasonably anticipated attendant costs/losses, including lost revenues not recoverable from rent loss insurance) which equals or exceeds $500,000.00 with respect to the Land and Improvements thereon.
Material Part. For purposes of this Section 9.3, a Casualty shall be deemed material if the extent of the damage, destruction or taking (measured by the cost of repairing or replacing the damaged or destroyed portion of the Property or the fair market value of the taken portion of the Property) exceeds $1,000,000.
Material Part. For purposes of this Section, a Casualty shall be deemed to affect a material part of the Hotel Premises if: such Casualty results in either (A) a permanent loss of market value of the Hotel equal to more than twenty five percent (25%) of the Purchase Price or (B) damage or loss reasonably estimated to cost more than twenty five percent (25%) of the Purchase Price to repair or replace.
Material Part. For purposes of this Section 9.3, a Casualty shall be deemed “material” if the extent of such Casualty (measured by the cost of repairing or replacing the damaged or destroyed portion of the Hotel Premises or the fair market value of the taken portion of the Hotel Premises) exceeds $10,000,000.
Material Part. For purposes of this Section, a Casualty shall be deemed to affect a material part of the Hotel Premises if such Casualty results in either (A) a permanent loss of market value of the Hotel of more than $10,000,000 (the "Casualty Threshold") or (B) damage or loss reasonably estimated to cost more than the Casualty Threshold to repair or replace; provided, however, that unless Seller is able effectively to assign to Buyer the Proceeds of its business interruption insurance with respect to such Casualty (if and to the extent applicable to periods after Closing), or if Buyer would be prevented by applicable Laws from restoring the damaged or taken portion of the Hotel Improvements to substantially the same appearance and function as they had before the Casualty, then the Casualty Threshold shall be $2,500,000.
Material Part. If a "material" part (hereinafter defined) of any Property is damaged or destroyed by fire or other casualty, Contributor Parent shall notify Limited Partner of such fact and, except as hereinafter provided, Limited Partner shall have the option to exclude such Property from the Properties upon notice to Contributor Parent given not later than ten days after receipt of Contributor Parent's notice. In the event Limited Partner elects to exclude a Property as aforesaid, Contributor Parent shall have the right to (A) terminate this Agreement, in which event Limited Partner shall on behalf of all Purchaser Parties thereupon receive, in addition to the return of the Deposits (together with all interest accrued thereon, if any), the Breakup Fee, as liquidated damages and as agreed compensation for Limited Partner's and all other Purchaser Parties' lost opportunity and expenses, and not as a penalty (in which case this Agreement shall terminate, be null and void and of no further force or effect except with respect to the Surviving Obligations; or (B) cause Contributor to distribute (as a non-liquidating distribution) to Contributor Parent or its designee Contributor's entire partnership (or membership) interest in the Seller Party that owns the applicable Property (and the applicable Philips QRS, except with respect to the Reconveyance Properties), Contributor shall not be required to make the contribution set forth in Section 2.2, in which event the applicable Property shall thereafter be excluded from the scope of this Agreement, such Excluded Property shall not be subject to the provisions of Article 19 hereof, the portion of the Deposits allocable to such Property, as set forth in Exhibit 1.24, shall be reallocated equally among the remaining portion of the Properties, Limited Partner and General Partner shall not be entitled to the Breakup Fee unless otherwise provided for in Section 19.1, the Purchase Price payable at the Closing shall be reduced by the amount set forth in Exhibit 1.24 for such Excluded Property, Seller Parties shall be free to sell such Excluded Property to any third party without claim by or liability to Limited Partner, and the balance of the Properties shall remain unaffected.
Material Part. In the event of a Condemnation of a material portion, but less than all or substantially all, of the Premises and Improvements, either Owner or Operator shall have the right to terminate this Agreement effective on the date the condemning authority takes title to such portion of the Premises and Improvements, and, if such termination is effected by Owner, Owner shall pay to Operator an amount equal to the Termination Fee Operator would have received had the Hotel been sold at the time of such Condemnation. To exercise its right of termination under this Section 10.4, a party shall give written notice of termination to the other party within sixty (60) days after the condemning authority gives written notice of its intent to take such portion of the Hotel (or, if earlier, by the date of Condemnation). For purposes of this Section 10.4, a material portion of the Premises and Improvements shall mean any portion (i) representing more than twenty-five percent (25%) of the then-current fair market value of the Premises and Improvements or (ii) the taking of which as a practical matter prevents the remainder of the Hotel from being used profitably as a hotel, either at all or without a material reduction of the Hotel Standard.
Material Part. For purposes of this Section, a Casualty shall be deemed to affect a material part of the Hotel Premises if: (A) such Casualty results in either (A) a permanent loss of market value of the Hotel equal to more than two percent (2%) of the Purchase Price, (B) damage or loss reasonably estimated to cost more than $1,000,000 to repair or replace, (C) Buyer is unable to use any portion of the common areas of the Hotel (including any restaurant, lobby or meeting rooms) which has a material impact on the operation of the Hotel or (E) such Casualty materially interferes with primary access to the Hotel.
