Adverse Matters definition

Adverse Matters any change in the Development Works or any terms contained in a New Council Property Planning Permission, Planning Agreement or a Statutory Consent or any other agreement with a third party which would or may:
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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:
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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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Examples of Adverse Matters in a sentence

  • 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.

  • 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.

  • 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").

  • 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.

  • 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.

  • If Buyer delivers a Buyer's Termination Notice, the notice shall set forth: (i) the identity of any Properties as to which Buyer has identified any Material Adverse Matters Amounts, (ii) the nature of the Investigation Matter which resulted in such Material Adverse Matters Amounts, and (iii) reasonably detailed evidence of the existence of such Material Adverse Matters Amount and Buyer's rationale for and calculation of the Material Adverse Matters Amounts set forth.

  • For purposes hereof "material" means (i) as to each Alleged Adverse Matter a value or effect net to Seller's interest in the Properties greater than Twenty-Five Thousand Dollars (US $25,000) and (ii) as to all Alleged Adverse Matters a value or effect net to Seller's interest in the Properties greater than Two Hundred Fifty Thousand Dollars (US $250,000) in the aggregate.

  • Acquiror's failure to deliver to Meridian, on or prior to the last day of the Confirmation Period, an executed Confirmation Letter shall be conclusively deemed as Acquiror's confirmation of the absence of any Adverse Matters Amount in excess of the Materiality Threshold Amount.

  • The rights and obligations of the parties arising out of Buyer's determination and assertion prior to the Approval Date that such Material Adverse Matters Amounts do exist shall be limited to Investigation Matters and governed solely by the provisions of Section 4(f) below.


More Definitions of Adverse Matters

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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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 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 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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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.

  • 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.

  • 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.

  • 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.

  • Environmental Claims means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations or proceedings relating in any way to any Environmental Law.

  • Adverse Effect means, with respect to any action, that such action will (a) result in the occurrence of an Early Amortization Event or an Event of Default or (b) materially and adversely affect the Noteholders.

  • 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.

  • 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.

  • Reserved Matters means the matters that the Directors have determined will not be delegated and will be dealt with exclusively by them;

  • 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.