Authorized Qualifications has the meaning ascribed to such term in Section 10.8.
Authorized Qualifications means any qualifications to the Seller’s Representations and Warranties to reflect: (i) new Leases, Lease amendments, new Contracts, and/or Contract amendments, executed by Seller or the Applicable Owners after the Effective Date in accordance with this Agreement, (ii) any action taken by Seller in respect of the Owners or the Project not prohibited by or otherwise in contravention of the terms of this Agreement, (iii) a default by a Tenant under any Lease or contractor under a Contract, or an insolvency by a Tenant or a contractor occurring after the Effective Date, (iv) the amendment of each Owner LLC Agreement in accordance with Section 7.1(j), and (v) any Contamination increasing, first occurring or first becoming known by Seller with respect to any Project after the Effective Date. Authorized Qualifications shall not constitute a default by Seller or a failure of a condition precedent to Closing. If, prior to the Closing, there occurs or exists a breach of a representation or warranty of Seller that constitutes an Authorized Qualifications, then the Purchasers shall have no remedy therefor and must proceed to the Closing with no adjustment of the Purchase Price and Seller shall have no liability therefor. If (x) between the Effective Date and the Closing Date, facts or events not known to Seller prior to the Effective Date are discovered by Seller, (y) such facts or events are not Authorized Qualifications or otherwise caused by the Seller or any of the Owners in contravention of the terms of this Agreement, and (z) such facts or events would result in a failure of the condition set forth in Section 3.5(a)(ii) above, such failure 33 shall not constitute a breach of this Agreement, and following Seller’s written notice to the Purchasers (which Seller shall be obligated to deliver to the Purchasers promptly after Seller obtains Knowledge of same), the Purchasers’ sole remedies in such event shall be to either: (i) waive the condition and proceed to Closing; or (ii) terminate this Agreement in accordance with Section 3.6(b) and, in such event, cause the Polish Purchasers to terminate the Polish Purchase Agreement; provided, however, if the Purchasers do not exercise their right to terminate this Agreement on or before the later of (A) the scheduled Closing Date or (B) the date that is three (3) Business Days after the Purchasers receive written notice from Seller of such facts or events (and Closing shall be automatically extended to permit the running o...
Authorized Qualifications means any qualifications to the representations and warranties made by Sellers in Section 8.1 to reflect (i) new Tenant Leases, Tenant Lease amendments, new Service Contracts, and/or Assumed Service Contract amendments, executed by Sellers in accordance with this Agreement and (ii) a Tenant Lease default by a Tenant or a Tenant insolvency occurring after the Effective Date. Authorized Qualifications shall not constitute a default by Sellers or a failure of a condition precedent to Closing.
Examples of Authorized Qualifications in a sentence
If, prior to the Closing, there occurs or exists a breach of a representation or warranty of Seller that constitutes an Authorized Qualifications, then the Purchasers shall have no remedy therefor and must proceed to the Closing with no adjustment of the Purchase Price and Seller shall have no liability therefor.
Authorized Qualifications shall not constitute a default by Seller or a failure of a condition precedent to Closing.
More Definitions of Authorized Qualifications
Authorized Qualifications means any qualifications to the representations and warranties made by Seller in Section 8.1 to reflect (i) new Tenant Leases, Tenant Lease amendments, new Service Contracts, and/or Service Contract amendments, executed by Seller in accordance with this Agreement, and (ii) any action taken by Seller in accordance with any Tenant Leases, Service Contracts, or Permitted Exceptions not prohibited by this Agreement, and (iii) a Tenant Lease default or a Tenant insolvency occurring after the Effective Date. The term “Immaterial Events” shall mean facts or events that do not, in the aggregate, result in a loss of value, damage, claim or expense in excess of $250,000. Authorized Qualifications and Immaterial Events shall not constitute a default by Seller or a failure of a condition precedent to Closing.
Authorized Qualifications means any qualifications to the representations and warranties made by Seller in Section 8.1 to reflect (i) new Tenant Leases, Tenant Lease amendments, new Service Contracts, and/or Service Contract amendments, approved in writing by Purchaser to the extent required under this Agreement and executed by Seller in accordance with this Agreement, (ii) any action taken by Seller in accordance with any Tenant Leases, Service Contracts, or Permitted Exceptions not prohibited by this Agreement, and (iii) a Tenant Lease default or a Tenant insolvency occurring after the Effective Date; provided that an Authorized Qualification shall not include a Tenant monetary default or insolvency occurring after the Effective Date which, individually or when taken together with all other Tenant monetary defaults and insolvencies occurring after the Effective Date, involves defaulted and insolvent Tenants who collectively pay gross rent of Five Hundred Seventy Five Thousand Dollars ($575,000) or more per year. The term “Immaterial Events” shall mean facts or events that do not result in a loss of value, damage, claim or expense in excess of Two Hundred Fifty Thousand Dollars ($250,000), in the aggregate. Authorized Qualifications and Immaterial Events shall not constitute a default by Seller or a failure of a condition precedent to Closing.
Authorized Qualifications means any qualifications to the representations and warranties made by Seller in Section 8.1 to reflect (i) new Tenant Leases, Tenant Lease amendments, new Service Contracts, and/or Service Contract amendments, executed by Seller in accordance with this Agreement, (ii) any action taken by Seller in accordance with any Tenant Leases, Service Contracts, or Permitted Exceptions not prohibited by this Agreement, and (iii) a Tenant Lease default or a Tenant insolvency occurring after the Effective Date. The term “Immaterial Events” shall mean facts or events, including, without limitation, the receipt by Seller of a written notice of violation of a Governmental Regulation, that do not result in a loss of value, damage, claim or expense in excess of $250,000. Authorized Qualifications and Immaterial Events shall not constitute a default by Seller or a failure of a condition precedent to Closing.
Authorized Qualifications means any qualifications to the representations and warranties made by Seller in Section 8.1 to reflect (i) new Tenant Leases, Tenant Lease amendments, new Service Contracts, and/or Service Contract amendments, in each case executed by the Owners in accordance with this Agreement, (ii) any action taken by the Owners in accordance with any Tenant Leases, Service Contracts, Construction Contracts, Development Management Agreement, or Permitted Exceptions not prohibited by this Agreement, and (iii) a Tenant Lease default and Tenant insolvency occurring after the Effective Date. The term “Immaterial Events” shall mean facts or events that do not, in Purchaser’s reasonable discretion, result in a loss of value, damage, claim or expense in excess of $350,000, in the aggregate. Authorized Qualifications and Immaterial Events shall not constitute a default by Seller, a breach of a representation or warranty, or a failure of a condition precedent to Closing.
Authorized Qualifications means any qualifications to the representations and warranties made by Seller in Section 8.1 to reflect (i) new Service Contracts which must be terminable upon the Closing, and/or Service Contract amendments which do not extend beyond the Closing, executed by Seller in accordance with this Agreement, (ii) any action taken by Seller in accordance with the Lease, Service Contracts, or Permitted Exceptions as authorized by this Agreement, and (iii) a Lease default by Tenant or the bankruptcy of Tenant occurring after the Effective Date. The term “Immaterial Events” shall mean facts or events that do not result in a loss of value, damage, claim or expense in excess of $250,000. Authorized Qualifications and Immaterial Events shall not constitute a default by Seller or a failure of a condition precedent to Closing.
Authorized Qualifications means any qualifications to the Warranties made by the Sellers in Section 5 to reflect circumstances described in Section 7.1.
Authorized Qualifications means any qualifications to the representations and warranties made by Seller in Section 8.1 to reflect (i) new Tenant Leases, Tenant Lease amendments, new Service Contracts which must be terminable upon the Closing, and/or Service Contract amendments which do not extend beyond the Closing, executed by Seller in accordance with this Agreement, (ii) any action taken by Seller in accordance with any Tenant Leases, Service Contracts, or Permitted Exceptions not prohibited by this Agreement, and (iii) a Tenant Lease default or a Tenant insolvency occurring after the Effective Date. The term “Immaterial Events” shall mean facts or events that do not result in a loss of value, damage, claim or expense in excess of $250,000. Authorized Qualifications and Immaterial Events shall not constitute a default by Seller or a failure of a condition precedent to Closing.