Material Notices definition

Material Notices means, with respect to any material Contractual Obligation, any notice sent or received by the Borrower or any of its Subsidiaries regarding a material event or circumstance, including the occurrence of any default under such Contractual Obligation or termination of such Contractual Obligation or any other development that could reasonably be expected to result in a Material Adverse Effect.
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Material Notices has the meaning set forth in Section 12.03 hereof.
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Material Notices is defined in Section 5.2(b).
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Examples of Material Notices in a sentence

  • Material Notices shall be sent as follows, or to such other address as the parties may agree from time to time: UMB Fund Services, Inc.

  • Material Notices shall be sent as follows, or to such other address as the parties may agree from time to time: If to the Adviser: Partners Group (USA) Inc.

  • Other than with regard to Material Notices, communications under this Agreement shall be delivered and exchanged among the Members in such mutually acceptable form as shall be conducive to the use and implementation of the materials in question (e.g., by electronic mail or telecopier with regard to the exchange of periodic financial information).

  • Material Notices shall be sent as follows, or to such other address as the parties may agree in writing from time to time: Partners Group Private Equity (TEI), LLC c/o Partners Group (USA) Inc.

  • Material Notices shall be sent as follows, or to such other address as the parties may agree in writing from time to time: Partners Group Private Equity (Institutional), LLC c/o Partners Group (USA) Inc.

  • The Initial Registration Statement covering the resale by theInvestor of the Registrable Securities included therein required to be filed by the Company with the Commission pursuant to Section 2(a) of the Registration Rights Agreement shall have been declared effective under the Securities Act by the Commission, and the Investor shall be permitted to utilize the Prospectus therein to resell (a) all of the Commitment Shares and(b) all of the Shares included in such Prospectus.(iv) N o Material Notices.

  • Material Notices shall be sent as follows, or to such other address as the parties may agree in writing from time to time: Partners Group Private Equity, LLC c/o Partners Group (USA) Inc.

  • Anything contained herein to the contrary notwithstanding, no notice of default, termination or election of any right under this Lease by Tenant (collectively "Material Notices") shall be deemed delivered to, or received by, the receiving party if sent by the sending party only by facsimile.

  • Material Notices shall be sent as follows, or to such other address as the parties may agree in writing from time to time: Partners Group Private Equity (Institutional TEI), LLC c/o Partners Group (USA) Inc.

  • Material Notices shall be sent as follows, or to such other address as the parties may agree from time to time: If to Foreside: Foreside Fund Services, LLC Xxxxx Xxxxx Xxxxx, Xxxxx 000 Xxxxxxxx, Xxxxx 00000 Attn: Counsel Fax: (000) 000-0000 If to the Fund: Partners Group Private Equity (TEI), LLC c/o Partners Group (USA) Inc.


More Definitions of Material Notices

Material Notices means any one or more of (A) a notice alleging that a material breach has occurred, (B) a notice that a Member has failed to timely contribute Mandatory Capital or Discretionary Capital after the issuance of a Capital Call (even if such failure to fund such Capital Contribution is not a breach), (C) a Forced Liquidation Notice, (D) a Responsive Notice, (E) a Non-Triggering Member Valuation Notice, (F) a PDR Trigger Notice, (G) an FOV Notice, (H) a ROFR Notice, (I) an Arbitration Notice, and (J) a Removal Notice. “Member” means each Person who (A) is an initial signatory to this Agreement or has been admitted to the Company as a Member in accordance with the express provisions set forth in this Agreement, and (B) has not resigned, withdrawn, been expelled or, if other than a natural person, dissolved. “Maturity Date” means the earliest to occur of (A) the date on which any Member transfers its direct interest in the Company or withdraws from the Company, (B) all of the Property is sold, directly or indirectly, (C) six years after the making of such Member Loan, or (D) the occurrence of a Bankruptcy Event on the part of, or the insolvency, dissolution or liquidation of, any one or more of the Company, a Subsidiary Entity, Investor Guarantor (if Investor is a Non- Contributing Member) or TM Guarantor (if Builder is a Non-Contributing Member). If the provisions herein contemplate a hypothetical dissolution, the Maturity Date shall be deemed to have occurred on the date of such hypothetical dissolution. “Non-Contributing Member Funded Amount” means, if a Member fails to fund its entire share of the Capital Contributions specified in a Capital Call based on its Percentage Interest, the sum of (A) an amount equal to the portion of such Capital Call funded by such Non- Contributing Member, and (B) an amount equal to the portion of such Capital Call deemed funded by a Non-Contributing Member by reason of a Member Loan. “Non-Refundability Condition” means the xxxxxxx money deposit under a Third-Party PSA shall be non-refundable no later than (A) 60 days after the Third-Party PSA is executed, if such Third-Party PSA relates to an undeveloped Approved For-Rent Development Project or (B) 30 days after the Third-Party PSA is executed, if such Third-Party PSA relates to a developed Approved For-Rent Development Project. “Off-Site Improvements” means improvements required to be constructed around an Approved Project to construct such Approved Project.
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Material Notices means, with respect to any material Contractual Obligation, any notice sent or received by the Borrower or any of its Subsidiaries regarding a material event or circumstance, including the occurrence of any default under such Contractual Obligation or termination of such Contractual Obligation or any other development that could reasonably be expected to result in a Material Adverse Effect. “Maturity Date” means September 26, 2022. “XXXX Event” means, if there are any Mortgaged Real Properties at such time, any increase, extension or renewal of any of the Commitments or Loans (including Incremental Term Loans or any other incremental credit facilities pursuant to Section 2.20 or otherwise, but excluding (i) any continuation or conversion of Borrowings or (ii) the making of any Loan). “Mizuho” means Mizuho Bank, Ltd. “Moody’s” means Xxxxx’x Investors Service, Inc. “Mortgage” means each mortgage, deed of trust or other agreement which conveys or evidences a Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, on real property of the Borrower or any Subsidiary, including any amendment, restatement, modification or supplement thereto. “Mortgaged Real Property” means each parcel of real property subject to, or required to be subject to, pursuant to any Financing Document, a Mortgage. “Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA. “Net Cash Proceeds” means with respect to any Disposition by any member of the Borrower Group or any issuance of Indebtedness by any member of the Borrower Group, the gross proceeds of all cash actually received by such Borrower Group Member in connection with such 14
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Related to Material Notices

  • Environmental Notices means notice from any Environmental Authority or by any other person or entity, of possible or alleged noncompliance with or liability under any Environmental Requirement, including without limitation any complaints, citations, demands or requests from any Environmental Authority or from any other person or entity for correction of any violation of any Environmental Requirement or any investigations concerning any violation of any Environmental Requirement.

  • Notices is defined in Section 6.3.

  • Correspondence means written and electronic communication exchanged between two or more parties;

  • 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 Information means any information (Material Fact or Material Change) relating to the business and affairs of the Company that results in or would reasonably be expected to result in a significant change in the market price or value of any of the Company’s securities;

  • Material Non-Public Information means information which is (a) not publicly available, (b) material with respect to Holdings and its Subsidiaries or their respective securities for purposes of United States federal and state securities laws and (c) not of a type that would be publicly disclosed in connection with any issuance by Holdings or any of its Subsidiaries of debt or equity securities issued pursuant to a public offering, a Rule 144A offering or other private placement where assisted by a placement agent.

  • Material Contact means personal contact or the supervision of the efforts of those who have direct personal contact with a Customers, Customer Prospects, or Vendors in an effort to initiate or further a business relationship between the Company and such Customers, Customer Prospects, or Vendors.

  • Denial notice means a board notification denying an application for the issuance or renewal of a license as required by the Act.

  • Informal communications means any communication method other than written emails to the Point of Contact Person identified for this RFP.

  • 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 Consents as defined in Section 7.3.

  • Regulatory Authorizations means all approvals, clearances, authorizations, registrations, certifications, licenses and permits granted by any Regulatory Authority, including all INDs and NDAs.

  • Company Material Contracts has the meaning set forth in Section 3.18(a).

  • NOTICES AND COMMUNICATIONS All communications from you should be addressed to us at 0000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxxxxx, XX 00000. Any notice from us to you shall be deemed to have been duly given if mailed or telegraphed to you at the address set forth above. Each of us may change the address to which notices shall be sent by notice to the other in accordance with the terms hereof.

  • Nonpublic information means information that has not been publicly disclosed. Information about a company is considered to be nonpublic information if it is received under circumstances which indicate that it is not yet in general circulation.

  • Company Material Contract has the meaning set forth in Section 3.15(a).

  • Reports means the reports described in Schedule B as well as any other reports or information required to be provided under the Enabling Legislation or this Agreement;

  • Redemption Notices means, collectively, the Event of Default Redemption Notices and the Company Optional Redemption Notices, and each of the foregoing, individually, a “Redemption Notice.”

  • Email Notice means the legal notice summarizing the proposed Settlement terms, as approved by Class Counsel, Facebook’s Counsel, and the Court, to be provided to Class Members (including Minor Subclass Members), under Section 3.3 of this Agreement via electronic mail or the Facebook domain of xxx.xxxxxxxx.xxx. The Email Notice must be substantially similar to the form attached hereto as Exhibit 3.

  • Confidential commercial or financial information means any business information (other than trade secrets) which is exempt from the mandatory disclosure requirement of the Freedom of Information Act, 5 U.S.C. 552. Exemptions from mandatory disclosure which may be applicable to business information contained in proposals include exemption (4), which covers “commercial and financial information obtained from a person and privileged or confidential,” and exemption (9), which covers “geological and geophysical information, including maps, concerning wells.”

  • Material Deviation refers to any contents or characteristics of the proposal that is significantly different from an essential aspect or requirement of the RFP, and : (i) substantially alters the scope and quality of the requirements; (ii) limits the rights of UNDP and/or the obligations of the offeror; and (iii) adversely impacts the fairness and principles of the procurement process, such as those that compromise the competitive position of other offerors.

  • Special Notice As defined in Section 5.07(b).

  • Material Permit shall have the meaning ascribed to such term in Section 3.1(n).

  • 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 Terms means (i) for Designated FX Transactions, the Settlement Date, amounts of each currency to be delivered by each party, and any other terms considered material in the market, (ii) for Designated Option Transactions, the amounts of each currency, the style (e.g., American or European) of option, the strike price, premium, expiration date, and any other terms considered material in the market, (iii) for Designated Bullion Trade Transactions, the Trade Date, Purchaser, Seller, Bullion, number of Ounces, Contract Price, Value Date, and any other material terms and (iv) for Designated Bullion Option Transactions, Trade Date, Buyer, Seller, Bullion, number of Ounces, style, type, Strike Price, Expiration Date, Settlement Date, Premium, Premium Payment Date, and any other material terms (terms used in subsection (iii) and (iv) in this definition have the means set forth in the 2005 ISDA Commodity Definitions).

  • Necessary Authorizations means all approvals and licenses from, and all filings and registrations with, any governmental or other regulatory authority, including, without limiting the foregoing, the Licenses and all approvals, licenses, filings and registrations under the Communications Act, necessary in order to enable the Borrower and its Subsidiaries to own, construct, maintain, and operate communications tower facilities and to invest in other Persons who own, construct, maintain, manage and operate communications tower facilities.