Material and Adverse Effect definition

Material and Adverse Effect means a condemnation for which the pro tanto award is in excess of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00), any access to the Real Property is changed in any material manner or any Key Tenant is able to terminate its lease as a result of such condemnation proceeding. If the condemnation will result in a Material and Adverse Effect on the Property, Purchaser may elect, within five (5) days of notice thereof, either to (a) accept an assignment of any condemnation award or compensation for such condemnation from Seller at Closing whereupon this Contract shall continue in full force and effect with no reduction in the Purchase Price, and Seller shall have no further liability or obligation to repair such damage or to replace the Property; or (b) terminate this Contract. If Purchaser elects to terminate this Contract, Purchaser shall give written notice to Seller thereof within such five (5) day period, the Deposit shall be returned to Purchaser, and thereafter neither party will have any further rights or obligations hereunder, except for any obligations that expressly survive termination. If Purchaser fails to notify Seller within such five (5) day period of Purchaser’s intention to terminate this Contract, then Purchaser shall be deemed to have elected option (a) and Purchaser and Seller shall proceed to Closing in accordance with the terms and conditions of this Contract.
Material and Adverse Effect means an event or circumstance having a material and adverse impact on: (A) the Operator’s ability to make the Annual Contributions as they fall due; or (B) the ability of the FDP Company or the Operator to comply with any provision of Section J (Payment and Disbursement Policy) of the FDP.
Material and Adverse Effect means a condemnation for which the pro tanto award is in excess of One Million and 00/100 Dollars ($1,000,000.00). If the condemnation will result in a Material and Adverse Effect on the Property, Buyer may elect, within five (5) days of notice thereof, either to (a) accept an assignment of any condemnation award or compensation for such condemnation from Seller at Closing whereupon this Agreement shall continue in full force and effect with no reduction in the Purchase Price, and Seller shall have no further liability or obligation to repair such damage or to replace the Property; or (b) terminate this Agreement. If Buyer elects to terminate this Agreement, Buyer shall give written notice to Seller thereof within such five (5) day period, the Deposit shall be returned to Buyer, and thereafter neither party will have any further rights or obligations hereunder, except for any obligations that expressly survive termination. If Buyer fails to notify Seller within such five (5) day period of Buyer’s intention to terminate this Agreement, then Buyer shall be deemed to have elected option (a) and Buyer and Seller shall proceed to Closing in accordance with the terms and conditions of this Agreement.

Examples of Material and Adverse Effect in a sentence

  • There does not exist any default by Seller or by any other Person, or event that, with notice or lapse of time, or both, would constitute a default under any agreement entered into by Seller as part of the operations of the Business which could reasonably be expected to have a Material and Adverse Effect on the Business or the Purchased Assets, and no notices of breach thereof have been received by Seller.

  • Set forth on EXHIBIT 8.3 is a list of all actions, suits, investigations or proceedings pending or, to the knowledge of Borrower, threatened against Borrower or any of its Subsidiaries, as of the date hereof in which there is a reasonable probability of an adverse decision which would Material and Adverse Effect upon Borrower, the Business, or the Collateral.

  • Except as permitted pursuant to any Financing Document or this Agreement, the Borrower hereafter grants or permits any easement or dedication, files any plat, declaration or restriction or enters any lease or sub-lease concerning the Site, the Collateral or the Power Plant and the effect thereof is determined by the Lender, in its reasonable discretion, to have a Material and Adverse Effect.

  • There does not exist any default by Seller or, to the Knowledge of Seller, by any other Person, or event that, with notice or lapse of time, or both, would constitute a material default under any agreement entered into by Seller as part of the operations relating to the Purchased Assets which could reasonably be expected to have a Material and Adverse Effect on the Purchased Assets, and no notices of breach thereof have been received by Seller.

  • Set forth on Exhibit 8.3 is a list of all ---------- ------------ actions, suits, investigations or proceedings pending or, to the knowledge of Borrower, threatened against Borrower or any of its Subsidiaries, as of the date hereof in which there is a reasonable probability of an adverse decision which would Material and Adverse Effect upon Borrower, the Business, or the Collateral.

  • Borrower is duly empowered, qualified and properly authorized to transact its businesses and affairs in Maryland and in each other jurisdiction in which it is required under applicable Laws, to qualify to conduct business except where failure to so qualify would not result in any Material and Adverse Effect.

  • There does not exist any default by Seller or by any other Person, or event that, with notice or lapse of time, or both, would constitute a default under any agreement entered into by Seller as part of the operations of the Business which could reasonably be expected to have a Material and Adverse Effect on the Business, the Assigned Technology, the Base Technology or the Assets, and no notices of breach thereof have been received by Seller.

  • There does not exist any default by Seller or by any other Person, or event that, with notice or lapse of time, or both, would constitute a default under any agreement entered into by Seller as part of the Assets which could reasonably be expected to have a Material and Adverse Effect on the Assets, and no notices of breach thereof have been received by Seller.

  • If the condemnation will result in a Material and Adverse Effect on the Property, Purchaser may elect, within five (5) days of notice thereof, either to (a) accept an assignment of any condemnation award or compensation for such condemnation from Seller at Closing whereupon this Contract shall continue in full force and effect with no reduction in the Purchase Price, and Seller shall have no further liability or obligation to repair such damage or to replace the Property; or (b) terminate this Contract.

  • There does not exist any default by Seller or to the Knowledge of Parent or Seller, by any other Person, or event that, with notice or lapse of time, or both, would constitute a default under any agreement entered into by Seller as part of the operations of the Business which could reasonably be expected to have a Material and Adverse Effect on the Business or the Purchased Assets, and no notices of breach thereof have been received by Seller.


More Definitions of Material and Adverse Effect

Material and Adverse Effect means the Condemnation will materially impair the value of the Property by more than twenty percent (20%) of the Allocated Purchase Price for the individual Property that is the subject of any such Condemnation.
Material and Adverse Effect means the Condemnation will materially impair the value of the Property by more than five percent (5%) of the Allocated Purchase Price for the individual Property that is the subject of any such Condemnation or with respect to which Seller has not acknowledged, in writing, that it will not have the right to terminate such Lease post-Closing as a result of such Condemnation. If this Agreement is terminated pursuant to this Section 15.2 as a result of Condemnations with respect to all of the Properties, the Deposit shall be returned to Purchaser.
Material and Adverse Effect means a material adverse effect resulting in more than $25,000 in aggregate Liabilities.