Adverse Matters definition

Adverse Matters any change in the SW2 Enterprise Centre or any
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Adverse Matters means any material facts or circumstances relating to the status of the Property constituting inaccuracies in the Disclosure Materials or matters discovered in the course of on-site inspections of the Property
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Adverse Matters means any material facts or circumstances relating to the status of the Property and/or the Outlot Parcels constituting inaccuracies in the Disclosure Materials or matters discovered in the course of on-site inspections of the Property and/or the Outlot Parcels (provided that any such matters which are reimbursable by tenants pursuant to the terms of the Leases shall not be "Adverse Matters" for purposes of this Agreement) that are
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Examples of Adverse Matters in a sentence

  • Xxxxx agrees to indemnify and hold Seller harmless for and from any and all losses, penalties, payments, judgments, actions, causes of action, damages, levies, liabilities, fines, forfeitures, and other costs and expenses of any type or nature whatsoever arising out of or resulting from, directly or indirectly, the sale of the Property or the Adverse Matters.

  • The Parties acknowledge and agree that this Release represents the full and complete release of the Parties with respect to the Adverse Matters and this Release supersedes and replaces any prior releases, whether oral or written, and any amendments or modifications of this Release must be in writing and executed by both Parties to be effective.

  • Nevertheless, during the Confirmation Period, Buyer shall be permitted to make a further review of information relating solely to the matters described on Exhibit N attached hereto (the "Investigation Matters") to determine whether any Material Adverse Matters Amounts exist with respect to the Properties and the extent of any such Material Adverse Matters Amount.

  • Buyer's notice of Alleged Adverse Matters shall include a description and full explanation of each such matter being claimed and a value which Buyer in good faith attributes to such matter.

  • Subject to the terms of Article 13, the decision of the arbitrators regarding such dispute over Alleged Adverse Matters shall be final as between the parties.

  • If the parties cannot reach resolution of Alleged Adverse Matters within the time period specified above, Closing shall not be delayed, postponed or canceled, but either party has the right, exercisable within sixty (60) days after the Closing Date, to refer the same to arbitration in accordance with Article 13.

  • Buyer shall have the right to terminate this Agreement pursuant to Section 13(a) on or before the Approval Date only if, on or prior to the Approval Date, Buyer shall deliver to Transferors written notice asserting, in Buyer's good faith determination, the existence of Material Adverse Matters Amounts as to the Property only (i) with respect to Investigation Matters, and (ii) if the aggregate total of Material Adverse Matters Amounts exceeds 2% of the Consideration ("Buyer's Termination Notice").

  • Buyer's failure to deliver to Transferors on or prior to the Approval Date the Buyer's Termination Notice, shall be deemed conclusively as Buyer's confirmation of the absence of any Material Adverse Matters Amounts and Buyers election to waive its termination rights pursuant to this Section 4(f), and to proceed with the acquisition of the Properties hereunder.

  • PIECEWORK RATES MANUAL TREE PLANTING RATES (Per Tree) May POWER SAW RENTAL A day worker using his power saw at Company request will be paid a power saw rental of: eleven dollars ($1 per eight (8) hour day or shift when felling and and twelve dollars 2.00) per eight (8) hour day or shift when bucking at a landing on a skidding operation.

  • For example, if the 16 Adverse Matters Amount is $750,000 (i.e. $250,000 above the Materiality Threshold Amount for the Property), and the Adverse Matters Amount in the Janesville Transaction is $400,000 (i.e. $100,000 below the Materiality Threshold Amount for the Janesville Transaction), the Gross Consideration for the Property shall be reduced by the Property's Pro Rata Share of $150,000 instead of $250,000.


More Definitions of Adverse Matters

Adverse Matters means any material facts or circumstances relating to the status of the Property constituting inaccuracies in the Disclosure Materials or matters discovered in the course of on-site inspections of the Property (provided that any such matters which are reimbursable by tenants pursuant to the terms of the Leases shall not be "Adverse Matters" for 1 purposes of this Agreement) that are identified by Acquiror prior to the expiration of the Confirmation Period in accordance with the provisions of this Agreement and that diminish the fair market value of such Property; provided, however, that in no event shall any of the following constitute Adverse Matters: (i) any matters included or disclosed in the Disclosure Materials set forth in the Disclosure Materials List & Statement, (ii) economic, competitive, general or specific market conditions, (iii) the Permitted Exceptions, (iv) methodologies of or express assumptions in financial projections, calculations or reports included within the Disclosure Materials set forth in the Disclosure Materials List & Statement, or (v) any matters otherwise known by Acquiror as of the date of this Agreement.
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Adverse Matters means any material facts or circumstances relating to the status of the Property and/or the Outlot Parcels constituting inaccuracies in the Disclosure Materials or matters discovered in the course of on-site inspections of the Property and/or the Outlot Parcels (provided that any such matters which are reimbursable by tenants pursuant to the terms of the Leases shall not be "Adverse Matters" for purposes of this Agreement) that are identified by Acquiror prior to the expiration of the Confirmation Period in accordance with the provisions of this Agreement and that diminish the fair market value of such Property and/or the Outlot Parcels; provided, however, that in no event shall any of the following constitute Adverse Matters: (i) any matters included or disclosed in the Disclosure Materials set forth in the Disclosure Materials List & Statement, (ii) economic, competitive, general or specific market conditions, (iii) the Permitted Exceptions, (iv) methodologies of or express assumptions in financial projections, calculations or reports included within the Disclosure Materials set forth in the Disclosure Materials List & Statement, or (v) any matters otherwise known by Acquiror as of the date of this Agreement.
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Adverse Matters any change in the Development Works or any
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Adverse Matters any change in the SW2 Enterprise Centre or any terms contained in a Planning Permission, Planning Agreement, Infrastructure Agreement or a Statutory Consent or any other agreement with a third party which would or may: alter the Internal Area of the SW2 Enterprise Centre Development by more than five per cent; materially alter the layout of the SW2 Enterprise Centre Development; materially alter the external appearance of the SW2 Enterprise Centre Development; delay the Date of Practical Completion; restrict the permitted use or uses of the SW2 Enterprise Centre Development; or reduce the value of the completed SW2 Enterprise Centre Development in the open market;
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Related to Adverse Matters

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

  • Adverse reaction means an unexpected outcome that threatens the health or safety of a patient as a result of a medical service, nursing service, or health-related service provided to the patient.

  • Legal Matters In the opinion of Xxxxxx Xxxxxxx, General Counsel of Prospect Administration, administrator for Prospect Capital Corporation, a Maryland corporation (the “Company”), the certificates evidencing the Notes (the “Note Certificates”) constitute the valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms under the laws of the State of New York subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This opinion is given as of the date hereof and is limited to the law of the State of New York as in effect on the date hereof. In addition, this opinion is subject to the same assumptions and qualifications stated in the letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx, LLP dated March 8, 2012, filed as Exhibit (l)(5) to the Company’s registration statement on Form N-2 (File No. 333-176637) and to the further assumptions that (i) the Note Certificates have been duly authorized by all requisite corporate action on the part of the Company and duly executed by the Company under Maryland law, and (ii) they were duly authenticated by the Trustee and issued and delivered by the Company against payment therefor in accordance with the terms of the Amended and Restated Selling Agent Agreement and the Indenture. Capitalized terms used in this paragraph without definition have the meanings ascribed to them in the accompanying prospectus supplement.

  • staff matters means the remuneration, conditions of service, promotion, conduct, suspension, dismissal or retirement of staff;

  • 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.

  • Environmental Matter means any past, present or future activity, event or circumstance in respect of the environment, health or safety including the Release of any Hazardous Substance including any substance which is hazardous to Persons, animals, plants, or which has a detrimental effect on the soil, air or water, or the generation, treatment, storage, use, manufacture, holding, collection, processing, treatment, presence, transportation or disposal of any Hazardous Substances.

  • Disclosed Litigation has the meaning specified in Section 3.01(b).

  • Adverse action means a home or remote state action.

  • Environmental Matters means any matter arising out of or relating to health and safety, or pollution or protection of the environment or workplace, including any of the foregoing relating to the presence, use, production, generation, handling, transport, treatment, storage, disposal, distribution, discharge, release, control or cleanup of any Hazardous Substance.

  • Released Matters MEANS ANY AND ALL CLAIMS, DEMANDS, DAMAGES, DEBTS, LIABILITIES, OBLIGATIONS, COSTS, EXPENSES (INCLUDING ATTORNEYS’ AND ACCOUNTANTS’ FEES AND EXPENSES), ACTIONS AND CAUSES OF ACTION OF ANY NATURE WHATSOEVER, ARISING ON OR PRIOR TO THE CLOSING DATE, WHETHER NOW KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, THAT SUCH SELLING PARTY NOW HAS, OR AT ANY TIME PREVIOUSLY HAD, OR SHALL OR MAY HAVE IN THE FUTURE, AS A STOCKHOLDER, OFFICER, DIRECTOR, CONTRACTOR, CONSULTANT OR EMPLOYEE OF THE COMPANY OR ITS SUBSIDIARIES, ARISING BY VIRTUE OF OR IN ANY MATTER RELATED TO ANY ACTIONS OR INACTIONS WITH RESPECT TO THE COMPANY OR ITS AFFAIRS WITH RESPECT TO THE COMPANY ON OR BEFORE THE CLOSING DATE; PROVIDED THAT RELEASED MATTERS SHALL NOT INCLUDE ANY RIGHT PURSUANT TO THIS AGREEMENT, THE TRANSACTIONS OR THE DOCUMENTS AND INSTRUMENTS DELIVERED HEREUNDER, ANY RIGHTS UNDER ANY DIRECTOR AND OFFICER FIDUCIARY AND LIABILITY INSURANCE POLICIES OR ANY RIGHTS UNDER EARNED BUT UNPAID COMPENSATION AND BENEFITS PROVIDED UNDER THE BENEFIT PLANS IN ACCORDANCE WITH THEIR TERMS. IT IS THE INTENTION OF THE SELLING PARTIES IN EXECUTING THIS RELEASE, AND IN GIVING AND RECEIVING THE CONSIDERATION CALLED FOR HEREIN, THAT THE RELEASE CONTAINED IN THIS SECTION 11.12 SHALL BE EFFECTIVE AS A FULL AND FINAL ACCORD AND SATISFACTION AND GENERAL RELEASE OF AND FROM ALL RELEASED MATTERS AND THE FINAL RESOLUTION BY SUCH SELLING PARTY AND THE RELEASED PARTIES OF ALL RELEASED MATTERS. NOTWITHSTANDING ANYTHING HEREIN OR OTHERWISE TO THE CONTRARY, THE RELEASE CONTAINED IN THIS SECTION 11.12 WILL NOT BE EFFECTIVE SO AS TO BENEFIT A PARTICULAR RELEASED PARTY IN CONNECTION WITH ANY MATTER OR EVENT THAT WOULD OTHERWISE CONSTITUTE A RELEASED MATTER, BUT INVOLVED FRAUD OR THE BREACH OF ANY APPLICABLE LAW ON THE PART OF SUCH RELEASED PARTY. THE INVALIDITY OR UNENFORCEABILITY OF ANY PART OF THIS SECTION 11.12 SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF THE REMAINDER OF THIS SECTION 11.12, WHICH SHALL REMAIN IN FULL FORCE AND EFFECT.

  • Adverse System Impact means a negative effect that compromises the safety or reliability of the electric distribution system or materially affects the quality of electric service provided by the electric distribution company (EDC) to other customers.

  • Material Compliance Matter has the same meaning as the term defined in Rule 38a-1, and includes any compliance matter that involves: (1) a violation of the federal securities laws by Distributor (or its officers, directors, employees, or agents); (2) a violation of Distributor's Rule 38a-1 policies and procedures; or (3) a weakness in the design or implementation of Distributor's Rule 38a-1 policies and procedures.

  • Adverse Disclosure means any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.

  • Adverse Environmental Condition shall refer to (i) the existence or the continuation of the existence, of an Environmental Emission (including, without limitation, a sudden or non-sudden accidental or non-accidental Environmental Emission), of, or exposure to, any substance, chemical, material, pollutant, Contaminant, odor or audible noise or other release or emission in, into or onto the environment (including, without limitation, the air, ground, water or any surface) at, in, by, from or related to any Equipment, (ii) the environmental aspect of the transportation, storage, treatment or disposal of materials in connection with the operation of any Equipment or (iii) the violation, or alleged violation of any statutes, ordinances, orders, rules regulations, permits or licenses of, by or from any governmental authority, agency or court relating to environmental matters connected with any Equipment.

  • Material Litigation means any litigation that, according to

  • 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.

  • Environmental Claims means all claims, however asserted, by any Governmental Authority or other Person alleging potential liability or responsibility for violation of any Environmental Law, or for release or injury to the environment.

  • 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.

  • Threatened litigation as used herein shall include governmental investigations and civil investigative demands. “Litigation” as used herein shall include administrative enforcement actions brought by governmental agencies. The Grantee must also disclose any material litigation threatened or pending involving Subcontractors, consultants, and/or lobbyists. For purposes of this section, “material” refers, but is not limited, to any action or pending action that a reasonable person knowledgeable in the applicable industry would consider relevant to the Work under the Grant Agreement or any development such a person would want to be aware of in order to stay fully apprised of the total mix of information relevant to the Work, together with any litigation threatened or pending that may result in a substantial change in the Xxxxxxx’s financial condition.

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

  • Environmental Liabilities means all liabilities, monetary obligations, losses, damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand, or Remedial Action required, by any Governmental Authority or any third party, and which relate to any Environmental Action.

  • Excluded Matters has the meaning given in Section 6.3.

  • Reserved Matters has the meaning given in Clause ‎5.1.2.

  • Environmental Report The environmental audit report or reports with respect to each Mortgaged Property delivered to the related Mortgage Loan Seller in connection with the origination or acquisition of the related Mortgage Loan.

  • Pre-Closing Environmental Liabilities means all environmental conditions at or arising from operations at the Owned Real Property at any time prior to the Closing Date, irrespective of the date of its discovery, including arising as a result of the presence or any Release of any Hazardous Substance on, at, under or migrating onto or from the Owned Real Property, including any environmental conditions on, at, under or migrating onto or from the Owned Real Property in Schedule 1.1(3).

  • Assumed Environmental Liabilities has the meaning specified in Section 7.4.