Adverse Interests definition

Adverse Interests means any lien, charge, mortgage, hypothec, pledge, assignment, option, lease, sublease, right to possession, or other security interest, encumbrance or adverse right, restriction or interest of any nature or kind.
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Adverse Interests means Liens (other than Permitted Liens), including any Liens arising out of bulk transfer Law, debts and claims (as that term is defined in section 101(5) of the Bankruptcy Code), Liabilities, obligations, costs, expenses, causes of action, Avoidance Actions, demands, guaranties, options, rights, contractual commitments, settlements, injunctions, restrictions, interests, encumbrances, reclamation rights, and similar matters of any kind whatsoever, whether known or unknown, fixed or contingent, or arising prior to or subsequent to the commencement of the Chapter 11 Case, and whether imposed by agreement, understanding, law, equity or otherwise, including Successor or Transferee Liability (as defined in the Sale Order) and any and all claims and causes of action of defamation, libel or slander with respect to any content published by Sellers prior to Closing, but excluding the Assumed Liabilities.
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Adverse Interests means (a) Encumbrances, (b) interests, and (c)Liabilities, individually or collectively, whether imposed by agreement, understanding, law, equity or otherwise and whether known or unknown, fixed or contingent or arising prior to or subsequent to the commencement of the Bankruptcy Case.
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Examples of Adverse Interests in a sentence

  • The Borrower shall have executed and delivered or caused all relevant third parties to execute and deliver all necessary releases of Adverse Interests with respect to the Subject Policies, as determined by the Administrative Agent in its sole and absolute discretion and specified to the Borrower in writing prior to the relevant Advance Date.

  • A recovery coordinator would be prohibited from engaging in conduct that is be prohibited under the Ethics Act (65 Pa.C.S. Ch. 11) and the State Adverse Interests Act (Act 451 of 1957).

  • The RCH Sub and RCH have all requisite corporate power and authority to transfer and deliver such Interest to XL and the XL Sub in the manner provided in this Agreement, and upon delivery of the Interests pursuant to the terms of this Agreement, XL or the XL Sub will receive good and marketable title thereto, free and clear of any and all Adverse Interests (subject to the provisions of ALRE Bye-Law 52 (Limitation on voting rights of Controlled Shares (as such term is defined in the ALRE Bye-Laws))).

  • OUTSIDE ACTIVITIES DURING EMPLOYMENT 5 5.1 Exclusive Employment 5 5.2 No Adverse Interests 5 5.3 Non-Competition during Employment Term 6 6.

  • The Court held that these naturalization petitionspresented justiciable cases or controversies because, at least in part, the “United States is always a possible adverse party.” Tutun, 270 U.S. at 577 (emphasis added); see also Woolhandler, Adverse Interests, 111 Nw. U.

  • Count 1 – Avoiding the Representation of Adverse Interests – Potential Conflict (Rules of Prof.

  • Such Purchased Assets shall be transferred to the Buyer upon and as of the Closing Date and such transfer shall constitute a legal, valid, binding and effective transfer of such Purchased Assets and shall be free and clear of all Adverse Interests, except Assumed Liabilities and Permitted Encumbrances under the APA.

  • The Parent makes the representations and warranties set out in Clauses 6.1 (No Adverse Interests) to 6.3 (The Charged Shares) and acknowledges that the Collateral Agent has entered into this Charge in reliance on those representations and warranties.

  • Upon any transfer effected pursuant to Section 2, the XL or XL Sub (or such other transferee designated by XL or the XL Sub) shall receive good and marketable title thereto, free and clear of any and all Adverse Interests (subject to the provisions of ALRE Bye-Law 52 (Limitation on voting rights of Controlled Shares (as such term is defined in the ALRE Bye-Laws)).

  • Upon the sale of the Purchased Assets on the Closing Date, Buyer shall be the owner thereof free and clear of all Adverse Interests, other than Permitted Encumbrances and Assumed Liabilities.


More Definitions of Adverse Interests

Adverse Interests has the meaning given to such term in Clause 19.2; “Affected Party” has the meaning given to such term in Clause 13.1;
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Adverse Interests means (a) Encumbrances, (b) interests, and (c) Liabilities, individually or collectively, whether imposed by agreement, understanding, law, equity or otherwise and whether known or unknown, fixed or contingent or arising prior to or subsequent to the commencement of the Bankruptcy Case.
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Adverse Interests means (a) Liens, including (i) all purported rights or options to give any Person a right or option to (x) effect any forfeiture, modification, right of first refusal, purchase or termination of any of the Company’s or the Purchaser’s interests in the Assets or any similar rights or (y) retain any rights in or to any Intellectual Property Rights owned or purported to be owned by the Company or licensed by the Company to Third Parties; (ii) restrictions or interests of any kind or nature, if any, including, but not limited to, any restriction on the use, voting, transfer, receipt of income, or other exercise of any attributes of ownership; and (iii) in respect of Taxes, and (b) debts, arising under, relating to, or in connection with any acts of the Company, claims (as that term is defined in Section 101(5) of the Bankruptcy Code), Liabilities, obligations, demands, guaranties, options, rights, contractual commitments, restrictions, interests and matters of any kind and nature, whether arising prior to or subsequent to the commencement of the Chapter 11 Case, and whether imposed by agreement, understanding, law, equity or otherwise, excluding Assumed Liabilities.
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Adverse Interests means representing clients who have or may have interests that are contrary to PREPA, but does not include rendering services that are unrelated to this engagement. This duty includes the continued obligation to disclose to PREPA all circumstances of its relations with clients and third parties which would result in an adverse interest, and any adverse interest which would influence the Consultant when executing the Agreement or while it is in effect. PREPA acknowledges the Consultant is a large global having multiple financial institutions and investors as clients, and with or without the Consultant's knowledge, any of such clients may from time to time acquire, hold or trade interests adverse to PREPA or its affiliates. The Consultant's representations of those clients in matters shall not be deemed conflicts or influences on the Consultant within the meaning of this This conduct by one of the Consultant's partners, members, directors, executives, officers, associates, clerks or employees shall be imputed to the Consultant for purposes of this prohibition. The Consultant shall endeavor to avoid even the appearance of the existence of a conflict of interest that has not otherwise been waived. terminated at the end of said fifteen day period. The Consultant certifies that at the time of the execution of this Agreement, it does not have adverse interests that are in conflict with PREPA. I f such conflicting interests arise after the execution of this Agreement, the Consultant shall, to the extent consistent with its obligations to other clients, notify PREPA immediately. I f the Consultant determines it does represent anyone who has adverse interests that are in conflict with PREPA, the Consultant shall notify PREPA and take all necessary and sufficient measures to safeguard interests and ensure its information remains confidential. Any employee of the Consultant representing anyone with adverse interests to PREPA shall be restricted access to any and all information regarding PREPA and the Consultant shall take all necessary measures to ensure the proper procedures are in place to protect interests.
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Adverse Interests means Encumbrances (other than Permitted Encumbrances), including any Encumbrances arising out of bulk transfer Law, debts and claims (as that term is defined in section 101(5) of the Bankruptcy Code), Liabilities, obligations, costs, expenses, causes of action, demands, guaranties, options, rights, contractual commitments, settlements, injunctions, restrictions, interests, encumbrances, reclamation rights, and similar matters of any kind whatsoever, whether known or unknown, fixed or contingent, or arising prior to or subsequent to the commencement of the Chapter 11 Cases, and whether imposed by agreement, understanding, law, equity or otherwise, including Successor or Transferee Liability (as such term is defined in the Sale Order).
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Related to Adverse Interests

  • Adverse impact means any deleterious effect on waters or wetlands, including their quality, quantity, surface area, species composition, aesthetics or usefulness for human or natural uses which are or may potentially be harmful or injurious to human health, welfare, safety or property, to biological productivity, diversity, or stability or which unreasonably interfere with the enjoyment of life or property, including outdoor recreation.

  • Aggregate Voting Interests The aggregate of the Voting Interests of all the Certificates under this Agreement.

  • Disclosed Matters means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06.

  • Partnership Material Adverse Effect means any change, circumstance, effect or condition that is, or could reasonably be expected to be, materially adverse to the business, financial condition, assets, liabilities or results of operations of the Partnership Group, taken as a whole.

  • Excluded Properties the collective reference to the fee or leasehold interest in real properties owned by the Parent Borrower or any of its Subsidiaries not described in Schedule 5.8.

  • Interests when used herein shall have the respective meanings specified in the Declaration of Trust of the Trust.

  • Initial Properties means collectively the Properties listed on Schedule 1.1 and “Initial Property” means any of such Properties.

  • Adverse REMIC Event As defined in Section 9.01(f) hereof.

  • Material Environmental Liabilities means Environmental Liabilities exceeding $500,000 in the aggregate.

  • Subject Properties has the meaning specified in Section 5.13(a).

  • Property Material Adverse Effect shall have the meaning assigned thereto in the Mortgage.

  • Real Property Interests means all interests in real property of whatever nature, including easements, whether as owner or holder of a Security Interest, lessor, sublessor, lessee, sublessee or otherwise.

  • Adverse Proceeding means any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of any Credit Party or any of its Subsidiaries) at law or in equity, or before or by any Governmental Authority, whether pending, threatened in writing against any Credit Party or any of its Subsidiaries or any material property of any Credit Party or any of its Subsidiaries.

  • Transferred Interests has the meaning set forth in the Recitals.

  • Buyer Material Adverse Effect means any event, change, occurrence or effect that would reasonably be expected to prevent, materially delay or materially impede the performance by the Buyer Parties of their obligations under this Agreement or the Ancillary Agreements to which any of them will be a party or the consummation of the transactions contemplated hereby or thereby.

  • Owned Real Properties has the meaning set forth in Section 3.16(b).

  • Leasehold Interests means all of each Loan Party’s right, title and interest in and to, and as lessee of, the premises identified as leased Real Property on Schedule 4.4 hereto.

  • Seller Material Adverse Effect means any event, change or occurrence that materially impairs or delays the ability of any of the Selling Parties to perform its obligations or to consummate the transactions under the Basic Documents or that otherwise materially threatens or materially impedes the consummation of the transactions under the Basic Documents.

  • Adverse Grantor Trust Event As defined in Section 10.02(e).

  • Oil and Gas Interests means: (a) direct and indirect interests in and rights with respect to oil, gas, mineral and related properties and assets of any kind and nature, direct or indirect, including, without limitation, working, royalty and overriding royalty interests, mineral interests, leasehold interests, production payments, operating rights, net profits interests, other non-working interests, contractual interests, non-operating interests and rights in any pooled, unitized or communitized acreage by virtue of such interest being a part thereof; (b) interests in and rights with respect to Hydrocarbons and other minerals or revenues therefrom and contracts and agreements in connection therewith and claims and rights thereto (including oil and gas leases, operating agreements, unitization, communitization and pooling agreements and orders, division orders, transfer orders, mineral deeds, royalty deeds, oil and gas sales, exchange and processing contracts and agreements and, in each case, interests thereunder), and surface interests, fee interests, reversionary interests, reservations and concessions related to any of the foregoing; (c) easements, rights-of-way, licenses, permits, leases, and other interests associated with, appurtenant to, or necessary for the operation of any of the foregoing; (d) interests in oil, gas, water, disposal and injection xxxxx, equipment and machinery (including well equipment and machinery), oil and gas production, gathering, transmission, compression, treating, processing and storage facilities (including tanks, tank batteries, pipelines and gathering systems), pumps, water plants, electric plants, gasoline and gas processing plants, refineries and other tangible or intangible, movable or immovable, real or personal property and fixtures located on, associated with, appurtenant to, or necessary for the operation of any of the foregoing; and (e) all seismic, geological, geophysical and engineering records, data, information, maps, licenses and interpretations.

  • Material Properties means (a) those Mortgaged Properties designated on Schedule 3.12 as Material Properties and (b) each other Mortgaged Property with respect to which a Mortgage is granted pursuant to Section 5.11 after the Restatement Effective Date.

  • Adverse action means a home or remote state action.

  • Purchaser Material Adverse Effect means any material and adverse effect on (i) the ability of a Purchaser to meet its obligations under the Basic Documents on a timely basis or (ii) the ability of a Purchaser to consummate the transactions under any Basic Document.

  • SPAC Material Adverse Effect means any event, circumstance, change or effect that, individually or in the aggregate with all other events, circumstances, changes and effects, (a) is or would reasonably be expected to be materially adverse to the business, condition (financial or otherwise), assets, liabilities or results of operations of SPAC; or (b) would prevent, materially delay or materially impede the performance by SPAC or Merger Sub of their respective obligations under this Agreement or the consummation of the Merger and the other Transactions; provided, however, that none of the following (or the effect of any of the following) shall be deemed to constitute, alone or in combination, or be taken into account in the determination of whether, there has been or will be an SPAC Material Adverse Effect: (i) any change or proposed change in or change in the interpretation of any Law or GAAP; (ii) events or conditions generally affecting the industries or geographic areas in which SPAC operates; (iii) any downturn in general economic conditions, including changes in the credit, debt, securities, financial or capital markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets); (iv) acts of war, sabotage, civil unrest or terrorism, or any escalation or worsening of any such acts of war, sabotage, civil unrest or terrorism, or changes in global, national, regional, state or local political or social conditions; (v) any hurricane, tornado, flood, earthquake, wild fire or other natural disaster, epidemic, disease outbreak, pandemic, or acts of God, (vi) any actions taken or not taken by SPAC as required by this Agreement or any Ancillary Agreement, (vii) any effect attributable to the announcement or execution, pendency, negotiation or consummation of the Merger or any of the other Transaction, (viii) any actions taken, or failures to take action, or such other changed or events, in each case, which the Company has requested or to which it has consented or which actions are contemplated by this Agreement, or (ix) the consummation and effects of any exercise of SPAC Redemption Rights by stockholders of SPAC provided for in the SPAC Organizational Documents, except, in the cases of clauses (i) through (v), to the extent that SPAC is disproportionately affected thereby as compared with other participants in the industry in which SPAC operate.

  • Permitted Equity Interests means common stock of the Borrower that after its issuance is not subject to any agreement between the holder of such common stock and the Borrower where the Borrower is required to purchase, redeem, retire, acquire, cancel or terminate any such common stock.

  • Adverse Effect means, with respect to any action, that such action will (a) result in the occurrence of an Event of Default or (b) materially and adversely affect (i) the amount or timing of payments to be made to the Lenders pursuant to this Agreement or (ii) the existence, perfection, priority or enforceability of any security interest in a material amount of the Pledged Receivables taken as a whole or in any material part.