Aggregate Material Adverse Effect means any event or condition that, either singly or in the aggregate, could reasonably be expected to have or result in a material adverse effect upon (a) the business, operations, economic performance, prospects, assets or condition (financial or otherwise) of (i) Mortgage Borrower, Senior Mezzanine Borrower or Borrower (taken as a whole), (ii) Guarantor, (iii) Operating Company (taken as a whole), (iv) the Operating Lease or the Operating Lease Guaranty (taken as a whole) or (v) the Properties (taken as a whole), the Collateral, the Senior Mezzanine Collateral, the Hotel Components (taken as a whole) or the Casino Components (taken as a whole); (b) the ability of Mortgage Borrower (taken as a whole), Senior Mezzanine Borrower (taken as a whole), Borrower (taken as a whole) or Guarantor to perform, in all material respects, its obligations under the Loan Documents, Senior Mezzanine Loan Documents or Mortgage Loan Documents (taken as a whole) to which such entity is a party; (c) the ability of Operating Company (taken as a whole) to perform, in all material respects, the obligations under the Operating Leases (taken as a whole); or the ability of Guarantor (Operating Lease) (taken as a whole) to perform, in all material respects, the obligations under the Operating Lease Guaranty (taken as a whole); (d) the enforceability or validity of (i) the Operating Lease (taken as a whole) or the Operating Lease Guaranty (taken as a whole), (ii) the Loan Documents, Senior Mezzanine Loan Documents or Mortgage Loan Documents (taken as a whole) or the perfection or priority of the Liens created under the Loan Documents, Senior Mezzanine Loan Documents or Mortgage Loan Documents (taken as a whole); (e) the value of, or cash flow from, the Properties or the operations thereof (taken as a whole) or the Collateral; or (f) the material rights, interests and remedies of Lender under the Loan Documents (taken as a whole).
Aggregate Material Adverse Effect means any event or condition that has a material adverse effect on (a) the use, operation, or value of the Properties taken as a whole, (b) the business, profits, operations or financial condition of Borrower (including, without limitation, Underwritten Net Operating Income) taken as a whole, (c) the enforceability, validity, perfection or priority of the lien of the Security Instruments or the other Loan Documents, in each case, taken as a whole or (d) the ability of Borrowers, as a whole, to repay the principal and interest of the Loan as it becomes due or to satisfy any of the Borrowers’, as a whole, other material obligations under the Loan Documents.
Aggregate Material Adverse Effect means any event or condition that has a material adverse effect on (a) the use, operation, or value of the Properties taken as a whole, (b) the business, profits, operations or financial condition of Borrower (including, without limitation, Net Operating Income) taken as a whole, (c) the enforceability, validity, perfection or priority of the lien of the Mortgages taken as a whole or the other Loan Documents, or (d) the ability of Borrower to repay the principal and interest of the Loan as it becomes due or to satisfy any of Borrower’s other material obligations under the Loan Documents.
Examples of Aggregate Material Adverse Effect in a sentence
Borrower is not in default or violation of any order, writ, injunction, decree or demand of any Governmental Authority which default or violation would have, or be reasonably expected to have an Individual Material Adverse Effect on any Individual Property or an Aggregate Material Adverse Effect.
The Permitted Encumbrances in the aggregate are not reasonably expected to have an Individual Material Adverse Effect on any Individual Property or an Aggregate Material Adverse Effect.
As of the date hereof, Xxxxxxxx has received no written notice of default under the Condominium Documents and, to the best of the Borrower’s knowledge, there are no defaults by any other party under the Condominium Documents, in each case that would be reasonably expected to have an Aggregate Material Adverse Effect or Individual Material Adverse Effect.
To Borrower’s knowledge, except (i) as otherwise disclosed on the Certificate of Rent Roll, (ii) as set forth on Schedule 4.1.26(b), and (iii) for discrepancies which, either individually or in the aggregate would not have an Individual Material Adverse Effect in respect of any Individual Property nor have an Aggregate Material Adverse Effect, the rent roll attached to the Certificate of Rent Roll is true, complete and accurate in all respects as of the date of such rent roll.
Except as would not, individually or in the aggregate result in an Aggregate Material Adverse Effect, neither Borrower nor Guarantor sponsors or, is obligated to contribute to, an “employee benefit plan,” as defined in Section 3(3) of ERISA, subject to Title IV of ERISA or Section 412 of the Code.
More Definitions of Aggregate Material Adverse Effect
Aggregate Material Adverse Effect means any event or condition that has a material adverse effect on (a) (i) the use, operation, or value of the Properties and/or (ii) ownership of the Collateral, in each case, taken as a whole, (b) the business, profits, operations or financial condition of Borrower and/or Mortgage Borrower (including, without limitation, Underwritten Net Operating Income) taken as a whole, (c) the enforceability, validity, perfection or priority of the lien of the Pledge Agreement or the other Loan Documents, in each case, taken as a whole or (d) the ability of Borrower, as a whole, to repay the principal and interest of the Loan as it becomes due or to satisfy Borrower’s, as a whole, other material obligations under the Loan Documents.
Aggregate Material Adverse Effect means in Lender’s reasonable judgment any event or condition that has a material adverse effect on (a) the use, operation, or value of the Properties taken as a whole, (b) the business, profits, operations or financial condition of Borrower (including, without limitation, Net Operating Income), or (c) the ability of Borrower to repay the principal and interest of the Loan as it becomes due or to satisfy any of Borrower’s other obligations under the Loan Documents.
Aggregate Material Adverse Effect means any event, change, development, effect, condition, circumstance, matter, occurrence or state of facts that, individually or in the aggregate, has a material adverse effect on the value, use or operation of the Properties taken as a whole, and the term “Individual Material Adverse Effect” means any event, change, development, effect, condition, circumstance, matter, occurrence or state of facts that, individually or in the aggregate, has a material adverse effect on the value, use or operation of any individual Property; provided, that no adverse event, change, development, effect, condition, circumstance, matter, occurrence or state of facts shall be deemed to constitute, or be taken into account in determining whether there has been or would be an Aggregate Material Adverse Effect or an Individual Material Adverse Effect if it results from or arises out of: (I) the execution, delivery or announcement of this Agreement or pendency of the transactions contemplated herein, including any adverse change in customer, employee, supplier, financing source, licensor, licensee, sub-licensee, stockholder, joint venture partner or similar relationship, including as a result of the identity of Purchaser; (II) changes in general economic, business, regulatory, political or market conditions or in national or global financial markets or in global, national or regional political conditions; (III) any natural disaster, acts of terrorism, armed hostilities or war or any escalation or worsening thereof; (IV) any changes in United States generally accepted accounting principles or applicable Laws or interpretations thereof; (V) any action taken by Seller, or which Seller causes to be taken by any of its affiliates, in each case which is required or permitted by this Agreement; or (VI) any actions taken (or omitted to be taken) at the written request of Purchaser or with Purchaser’s written consent, unless, in each case with respect to clauses (II), (III) and (IV), such events have a disproportionately greater adverse impact on the Properties, generally, in comparison to other properties of the same or similar use in the same geographic area.
Aggregate Material Adverse Effect means any event or condition that has a material adverse effect on (a) (i) the use, operation, or value of the Properties, (ii) ownership of the Mezzanine A Collateral and/or (iii) ownership of the Collateral, in each case, taken as a whole, (b) the business, profits, operations or financial condition of Borrower, Mezzanine A Borrower and/or Mortgage Borrower (including, without limitation, Underwritten Net Operating Income) taken as a whole, (c) the enforceability, validity, perfection or priority of the lien of the Pledge Agreement or the other Loan Documents, in each case, taken as a whole or (d) the ability of Borrower, as a whole, to repay the principal and interest of the Loan as it becomes due or to satisfy Borrower’s, as a whole, other material obligations under the Loan Documents.
Aggregate Material Adverse Effect means any event or condition that, either singly or in the aggregate, could reasonably be expected to have or result in a material adverse effect upon (a) the business, operations, economic performance, prospects, assets or condition (financial or otherwise) of (i) Borrower (taken as a whole), (ii) Guarantor, (iii) Operating Company (taken as a whole), (iv) the Operating Lease or the Operating Lease Guaranty (taken as a whole) or(v) the Properties (taken as a whole), the Hotel Components (taken as a whole) or the Casino Components (taken as a whole); (b) the ability of Borrower (taken as a whole) or Guarantor to perform, in all material respects, its obligations under the Loan Documents (taken as a whole) to which it is a party; (c) the ability of Operating Company (taken as a whole) to perform, in all material respects, the obligations under the Operating Leases (taken as a whole) or the ability of Guarantor (Operating Lease) (taken as a whole) to perform, in all material respects, the obligations under the Operating Lease Guaranty (taken as a whole);(d) the enforceability or validity of (i) the Operating Lease or the Operating Lease Guaranty (taken as a whole), (ii) the Loan Documents (taken as a whole) or the perfection or priority of the Liens created under the Loan Documents (taken as a whole); (e) the value of, or cash flow from, the Properties or the operations thereof (taken as a whole); or (f) the material rights, interests and remedies of Lender under the Loan Documents (taken as a whole).
Aggregate Material Adverse Effect means any event or condition that has a material adverse effect on (a) the use, operation, or value of the Properties taken as a whole, (b) the business, profits, operations or financial condition of Borrower and Operating Lessee, taken as a whole (including, without limitation, Net Operating Income with respect to the Properties, taken as a whole), (c) the enforceability, validity, perfection or priority of the lien of the Mortgages, taken as a whole, or the other Loan Documents, taken as a whole, or (d) the ability of Borrower to repay the principal and interest of the Loan as it becomes due or the ability of Borrower and/or Operating Lessee to satisfy the material obligations of Borrower and/or Operating Lessee under the Loan Documents (taken as a whole).
Aggregate Material Adverse Effect means any event or condition that has a material adverse effect on (a) the use, operation, or value of the Properties taken as a whole, (b) the business, profits, operations or financial condition of Borrower (including, without limitation, Net Operating Income) taken as a whole, (c) the enforceability, validity, perfection or priority of the lien of the Mortgages or the other Loan Documents, in each case, taken as a whole or (d) the ability of Borrowers, as a whole, to repay the principal and interest of the Loan as it becomes due or to satisfy any of Borrowers’ other material obligations under the Loan Documents.