Material Impairment shall have the meaning set forth in Section 6.4(c)(iii).
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 Xxxxx City notice of such conclusion in reasonable detail.
Xxxxx City may revise the Development Presentation to incorporate the Owner Participant's modifications (the "REVISED DEVELOPMENT PRESENTATION"; the Development Presentation, if not objected to by the Owner Participant and the Revised Development Presentation, if applicable, are hereinafter referred to as the "ACTUAL DEVELOPMENT PLAN") and thereafter EME may develop the Additional Plants in accordance with the Revised Development Presentation and in a manner which avoids Material Impairment.
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.
John Riley requested the word objection be changed in 4.a.i.The motion to approve the minutes as amended passed by voice vote with 1 abstention.
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.
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 for purposes of Sections 3.14 and 10.1(d) ------------------------- means any of the following:
(a) the collection of the Accounts during any thirty (30) day period diminishes by twenty-five percent (25.0%) or more as compared with the previous thirty (30) day period, and is less than $1,600,000 in total collections.
(b) Accounts Turnover increases by fifty percent (50%) or more within a thirty (30) day period as compared with the previous thirty-day period. "Accounts Turnover" means the number derived by dividing the aggregate amount of all of Borrower's Accounts outstanding at the beginning of a month by the aggregate amount of proceeds of all Accounts received during that month, and multiplying the result by the number of days in that month.
Material Impairment. A reduction in the Project DCF amounting to more than $5,000,000 from the Project DCF reflected in the Project Pro Formas, as a result of increases in the Construction Budget, decreases in anticipated revenues from the Project, increases in anticipated costs (including operating costs, interest expense and taxes), changes to the construction schedule of the Project, changes in the anticipated timing of receipt of anticipated revenues from, or the payment of anticipated costs of, the Project or any combination of the foregoing, in all cases calculated for the period commencing on the anticipated Financial Closing Date and using the same methodology and macro-economic assumptions utilized in the Project Pro Formas.
Material Impairment means any of the following: (i) the imposition of a Criminal Penalty on any Interested Party, (ii) a material and adverse effect on the ownership, use or operation of any (A) material manufacturing facility or (B) other Asset that is material to the operation of the DTI Business which, in either case, is included in the DTI Assets and which, in the case of an effect occurring after the date of this Agreement, is continuing at the Closing or (iii) a Material Adverse Effect; PROVIDED, HOWEVER, for the purposes of Section 8.4(a) only, "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.
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.