Material Exception Matter definition

Material Exception Matter means an Exception Matter that would have a negative impact on the value of the Property in excess of One Million Dollars ($1,000,000), in the aggregate with all other Exception Matters.
Sample 1
Material Exception Matter means a matter which would make a representation or warranty of Seller contained in Sections 11.1 through 11.11 above (collectively, “Seller’s Representations”) untrue or incorrect that would cause monetary damage to Buyer or adversely impact the value of the Property in an amount equal to or in excess of [***], provided that, notwithstanding the second grammatical sentence of this Section 11.12, Buyer shall be obligated to proceed with Closing nonetheless if such monetary damage is equal to or less than [***] and Seller, at its sole option, credits Buyer (or for purposes of a Material Exception Matter to the representation in Section 11.7 (a “Litigation Issue”), provides Buyer with an indemnity from Seller and Seller’s Guarantor at Closing on substantially the same form as the OPLP Guaranty, modified to indemnify Buyer for the Litigation Issue, which indemnity shall be freely assignable to Buyer’s lender, any successor owner of the affected Property (and its lender) and shall not be subject to the Survival Period, Floor Amount, Cap Amount, or other post-Closing limitations for such monetary damages that are in excess of [***].
Sample 1Sample 2
Material Exception Matter means a matter that would have a negative impact on the value of the Property in excess of Two Hundred Fifty Thousand Dollars ($250,000). Notwithstanding anything herein to the contrary, if an Exception Matter results from the breach of Seller’s covenants specifically contained in Section 7.2 and 7.3 of this Agreement, Buyer may elect to terminate this Agreement (according to the provisions in Section 1.2(b)(2) above) or Buyer may proceed to Closing, and may pursue Seller for monetary damages after the Closing.
Sample 1

Examples of Material Exception Matter in a sentence

  • Any such election shall be made by Buyer not later than three (3) business days from Buyer obtaining Buyer’s knowledge of such Material Exception Matter.

  • Seller shall have no obligation to cure or remedy any Material Exception Matter, and, subject to Buyer’s right to terminate this Agreement as set forth above, Seller shall have no liability whatsoever to Buyer with respect to any Material Exception Matters.

  • Buyer’s failure to timely give such notice shall be deemed a waiver by Buyer of such Material Exception Matter.

  • Buyer shall promptly notify Seller in writing of any Material Exception Matter of which Buyer obtains actual knowledge before the Closing.

Related to Material Exception Matter

  • 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.

  • 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.

  • Material Casualty has the meaning set forth in Section 14.1.1.

  • Environmental Defect means, with respect to any given Asset, a material violation of Environmental Laws in effect as of the Effective Time in the jurisdiction in which such Asset is located.

  • Title Objection shall have the meaning assigned thereto in Section 8.5.

  • Material Defect As defined in Section 2.02(c) hereof.

  • Material Project means the construction or expansion of any capital project of the Borrower or any of its Subsidiaries, the aggregate capital cost of which exceeds $50,000,000.

  • Material Project Documents means, collectively, the Power Purchase Agreement, the EPC Contract, the Transmission Facilities Construction Agreement, the O&M Agreement, the Coal Supply Agreements, the Coal Transportation Agreement and all other instruments, agreements or other documents arising from or related to the Project, but shall not include any Financing Agreement.

  • Material Loss means an uninsured:

  • Environmental Violation means, with respect to the Property, any activity, occurrence or condition that violates or results in non-compliance with any Environmental Law.

  • Environmental Clean-up Site means any location which is listed or proposed for listing on the National Priorities List, the Comprehensive Environmental Response, Compensation and Liability Information System, or on any similar state list of sites relating to investigation or cleanup, or which is the subject of any pending or threatened action, suit, proceeding, or investigation related to or arising from any location at which there has been a Release or threatened or suspected Release of a Hazardous Material.

  • foreign matter means anything that is not part of the cotton plant.

  • Environmental Defect Notice shall have the meaning set forth in Section 12.1(a).

  • Title Objections has the meaning ascribed to such term in Section 6.2(a).

  • Material Objection Notice has the meaning set forth in Section 4.2 of this Agreement.

  • Material Property means all Real Property owned in fee in the United States by any Credit Party, in each case, with a fair market value of $7,425,000 (as determined by the Borrower in good faith) or more, as determined (i) with respect to any Real Property owned by any Credit Party on the Closing Date, as of the Closing Date, and (ii) with respect to any Real Property acquired by a Credit Party after the Closing Date, as of the date of such acquisition.

  • Environmental Notice means any written directive, notice of violation or infraction, or notice respecting any Environmental Claim relating to actual or alleged non-compliance with any Environmental Law or any term or condition of any Environmental Permit.

  • Material Document Defect As defined in Section 2.03(a) of this Agreement.

  • Environmental Claim means any investigation, notice, notice of violation, claim, action, suit, proceeding, demand, abatement order or other order or directive (conditional or otherwise), by any Governmental Authority or any other Person, arising (i) pursuant to or in connection with any actual or alleged violation of any Environmental Law; (ii) in connection with any Hazardous Material or any actual or alleged Hazardous Materials Activity; or (iii) in connection with any actual or alleged damage, injury, threat or harm to health, safety, natural resources or the environment.

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

  • Environmental Event shall have the meaning set forth in Section 12.2.1.

  • Specified Matter means any Amendment of a Portfolio Investment that (a) reduces the principal amount of such Portfolio Investment, (b) reduces the rate of interest payable on such Portfolio Investment, (c) postpones the due date of any scheduled payment or distribution in respect of such Portfolio Investment, (d) alters the pro rata allocation or sharing of payments or distributions required by any related underlying instrument in a manner adverse to the Company, (e) releases any material guarantor of such Portfolio Investment from its obligations, (f) terminates or releases any lien on a material portion on the collateral securing such Portfolio Investment, (g) changes any of the provisions of any such underlying instrument specifying the number or percentage of lenders required to effect any of the foregoing or (h) materially changes any financial maintenance covenant.

  • Permitted Exception means that, with respect to any representation, warranty or covenant with respect to the interest of the Buyer and its assignees in the ARSC Purchased Assets or any Servicer Default, that (i) prior to recordation (A) pursuant to Section 8.3 of this Agreement and/or Section 2.01(d)(i) of the Transfer and Servicing Agreement or (B) upon the sale of a Home to an Ultimate Buyer, record title to such Home may remain in the name of the related Transferred Employee, and no recordation in real estate records of any mortgage or any conveyance pursuant to the related Home Purchase Contract or Home Sale Contract in favor of any Transaction Party or any of the Buyer’s assignees and assigns pursuant to the Receivables Purchase Agreement will be made except as otherwise permitted under Section 2.01(d)(i) of the Transfer and Servicing Agreement and (ii) no delivery of any Home Purchase Contracts, Home Deeds and Equity Loan Notes to any custodian will be required.

  • Environmental Affiliate means any agent or employee of any Borrower or any other Relevant Party or any person having a contractual relationship with any Borrower or any other Relevant Party in connection with any Relevant Ship or its operation or the carriage of cargo and/or passengers thereon and/or the provision of goods and/or services on or from any Relevant Ship;

  • Environmental Loss means any loss, cost, damage, liability, deficiency, fine, penalty or expense (including, without limitation, reasonable attorneys' fees, engineering and other professional or expert fees), investigation, removal, cleanup and remedial costs (voluntarily or involuntarily incurred) and damages to, loss of the use of or decrease in value of the Equipment arising out of or related to any Adverse Environmental Condition.