Material Impairment definition

Material Impairment shall have the meaning set forth in Section 6.4(c)(iii).

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Material Impairment means a material adverse effect on the value of the Collateral, or the rights of any Secured Party in respect thereof, including the rights to levy legal process or to sell the Collateral upon foreclosure.

Material Impairment for purposes of this Agreement includes without limitation (i) Borrower sustains a net operating loss for twelve consecutive months; and

Examples of Material Impairment in a sentence

• In the event the Owner Participant reasonably concludes that there is a reasonable likelihood of a Material Impairment, the Owner Participant shall promptly give ▇▇▇▇▇ City notice of such conclusion in reasonable detail.

• There are no outstanding judgments against the Company Group that would reasonably to be expected to, individually or in the aggregate, have a Company Material Impairment Effect.

• All amounts due hereunder shall be paid in lawful money of the United States, without any abatement (except as otherwise provided in Sections 6.2, 7.2, 11.3 and 12.2 in the event of a Material Impairment (as defined below), Service Failure (as defined below), damage to the Premises or condemnation, respectively), deduction or offset whatsoever and without any prior demand therefor (unless otherwise expressly provided herein).

• The Sellers and the Purchasers have agreed that separate standards will apply to the use of the terms "material," "materially," "in all material respects," "in any material respect," "material in financial terms," "Material Impairment" and "Material Adverse Effect" (together, the "Materiality Terms") for purposes of determining the rights to indemnification under this Article X.

• No Governmental Entity shall have entered, enacted, issued, enforced or promulgated any Law or Judgment that would result in a Material Impairment.

More Definitions of Material Impairment

Material Impairment means a material impairment of the Company's financial condition or of the Company's ability to operate the Business as currently conducted or of the Company's ability to consummate the transactions contemplated hereby.

Material Impairment means a material adverse effect on the value of any material Collateral or the rights of the Collateral Agent (acting for the benefit of the Secured Parties) in respect thereof, including the rights to levy legal process or to sell such Collateral upon foreclosure.

Material Impairment means any one or more of the following has occurred or exists: (a) the dollar amount collected with respect to Accounts during any consecutive 3 month period (“Test Period”) diminishes by twenty percent (20%) or more in comparison to the immediately preceding consecutive 3 month period (ending the prior month) (“Comparison Period”), or Accounts Turnover increases by more than twenty (20) days within the Test Period in comparison to the Accounts Turnover in the Comparison Period;; (b) INTENTIONALLY BLANK; (c) Borrower uses any amount of its cash flow for a purpose that is not related to its core business operations, including, without limitation, investment in, merger with, or acquisition of all or substantially all of the business and assets of, a third party; (d) INTENTIONALLY BLANK; (e) effective March 1, 2010, more than fifty percent (50%) of Borrower’s accounts payable are greater than sixty (60) days from invoice date; (f) INTENTIONALLY BLANK; (g) since the date of this Agreement, the value of the Collateral has diminished by more than twenty percent (20%), the forgoing measurements shall exclude changes in the Collateral value due either to (x) new invoices for Borrower’s Accounts and remittances received from Borrower’s Accounts, or (y) orders of inventory; or (h) the priority of Lender’s security interest in the Collateral is contested by any Person.

Material Impairment means an impairment, reduction, event, effect or condition which materially impacts or effects (i) the ability or authority of Lessee or either Guarantor to perform its obligations under any of the Operative Agreements, (ii) the occurrence of the Facility Completion Date for a Facility or the Unit Completion Date for Units of an Equipment Group on or prior to the earlier of the last date provided for in the applicable Facility Budget or Equipment Group Budget or the Outside Completion Date, for the amounts set forth in the Facility Budget or Equipment Budget, (iii) the validity or enforceability of any of the Operative Agreements or any rights or remedies under any thereof, (iv) the rights or interests of Administrative Agent, Lessor, or any Participant in any Facility or the Units of any Equipment Group or (v) the Fair Market Value, use, utility, useful life or residual value of the Assets or any Unit.

Material Impairment for purposes of this Agreement includes without limitation (i) Galaxy sustains a net operating loss for twelve consecutive months; and (ii) Galaxy uses a substantial amount of funds from the business for a non-business purpose. NOTICE OF FINAL AGREEMENT THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES, AND THE SAME MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Material Impairment for purposes of Sections 3.14. and 10.1.(d) include, without limitation: (i) the collection of the Accounts during any thirty (30) day period is less than $1,000,000.00; (ii) Total Accounts are less than $3,000,000.00 at any time; (iii) Borrower’s consolidated financial statement reflects a net worth less than $17,500,000.00; (iv) Borrower uses in excess of $50,000.00 from the business for a non-business purpose.

Material Impairment shall include civil fines or civil penalties imposed on any Interested Party in excess of $400,000 per occurrence or series of related occurrences; PROVIDED, FURTHER, HOWEVER, that an event shall, without limitation, be deemed not to "reasonably be expected to result" (or words of similar import) in a Material Impairment of a type described in clause (i) if, prior to Closing (x) no indictment or formal complaint by the appropriate Governmental Authority has been issued with respect thereto and (y) to the Knowledge of DuPont, no Governmental Authority has commenced an investigation with respect thereto.