Materiality Condition definition

Materiality Condition shall have the meaning given such term in Section 10.5.

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Materiality Condition shall have the meaning given such term in Section 10.5. “MIDSTREAM” shall have the meaning given such term in the introductory paragraph. “MIDSTREAM Cash Consideration” shall have the meaning given such term in Section 2.2. “MIDSTREAM Consideration” shall have the meaning given such term in Section 2.2. “MIDSTREAM Contribution” shall have the meaning given such term in Section 2.1.

Materiality Condition shall have the meaning set forth in Section 9.4(b).

Examples of Materiality Condition in a sentence

• In connection with a Tax Redemption, the occurrence of a Tax Event and satisfaction of the Tax Materiality Condition shall be evidenced by an Issuer Order from the Issuer or from the Collateral Manager on behalf of the Issuer certifying that such conditions for a Tax Redemption have occurred.

• In connection with a Tax Redemption, the occurrence of a Tax Event and satisfaction of the Tax Materiality Condition shall be evidenced by an Issuer Order from the Issuer or from the Loan Obligation Manager on behalf of the Issuer certifying that such conditions for a Tax Redemption have occurred.

• Pursuant to Section 9.1(b) of the Indenture, the Notes and the Preferred Shares shall be redeemable, in whole but not in part, by Act of a Majority of the Preferred Shares delivered to the Trustee, on the Payment Date following the occurrence of a Tax Event if the Tax Materiality Condition is satisfied at a price equal to the applicable Redemption Prices; provided that that the funds available to be used for such Tax Redemption will be sufficient to pay the Total Redemption Price.

• Pursuant to Section 9.1(b) of the Indenture, the Class A Loans and the Notes shall be redeemable, in whole but not in part, by the Issuer, at their applicable Redemption Prices, upon the occurrence of a Tax Event, if the Tax Materiality Condition is satisfied, at the direction of the Majority Class G Noteholder; provided that that the funds available to be used for such Tax Redemption will be sufficient to pay the Total Redemption Price.

• For a Materiality Condition to prevent Closing, the Seller must have first been given a reasonable opportunity not longer than ten (10) business days to cure such Materiality Condition.

• In connection with a Tax Redemption, the occurrence of a Tax Event and satisfaction of the Tax Materiality Condition shall be evidenced by an Issuer Order certifying that such conditions for a Tax Redemption have occurred.

• In the event there is a Materiality Condition that is not cured as provided herein, the parties agree, without prejudice to the rights of the Purchaser to terminate this agreement, to discuss in good faith a reduction of the Original Principal Balance.

• In connection with a Tax Redemption, the occurrence of a Tax Event and satisfaction of the Tax Materiality Condition shall be evidenced by an Issuer Order from the Issuer and, as applicable, the Co-Issuer or from the Loan Obligation Manager on behalf of the Issuer and, as applicable, the Co-Issuer certifying that such conditions for a Tax Redemption have occurred.

• In connection with a Tax Redemption, the occurrence of a Tax Event and satisfaction of the Tax Materiality Condition and the election by a Majority of the Preferred Shareholders to redeem the Notes pursuant to a Tax Redemption shall be evidenced by an Officer’s Certificate from the Collateral Manager certifying that such conditions for a Tax Redemption have occurred.

• The Notes shall be redeemable by the Issuer in whole but not in part, and the Class A Loan shall be prepayable in full in connection with such redemption at the written direction of the Holder of the Class B Notes (the “Tax Redemption Direction”) following the occurrence of a Tax Event, which event is evidenced by an Issuer Order certifying that a Tax Event has occurred and that the Tax Materiality Condition is satisfied (such redemption, a “Tax Redemption”).

More Definitions of Materiality Condition

Materiality Condition shall have the meaning given such term in Section 10.5. “MIDSTREAM” shall have the meaning given such term in the introductory paragraph. “MLP” shall have the meaning given such term in the introductory paragraph. “MLP Indemnitees” shall have the meaning given such term in Section 10.2. “MLP’s Knowledge” or the “Knowledge of MLP” or any similar term, shall mean the actual knowledge of any officer of MLP having a title of vice president or higher. “MLP Required Consents” shall have the meaning given such term in Section 5.4. “Net Working Capital” means, as to the JV, and determined as of the Effective Time, an amount (which may be positive or negative) equal to (i) the total current assets of the JV and its Subsidiaries minus (ii) the total current liabilities of the JV and its Subsidiaries, in each case determined in accordance with GAAP. “New Capital Projects” shall have the meaning given such term in Section 6.9(b). “Notice Period” shall have the meaning given such term in Section 10.4(c). “Ordinary Course of Business” shall mean the ordinary course of business consistent with past practices. “Permits” shall have the meaning given such term in the definition of Assets. “Permitted Encumbrances” shall mean the following: (a) the terms, conditions, restrictions, exceptions, reservations, limitations, and other matters contained in any document creating the Real Property Interests, or in any Permit or Contract; (b) Liens for property Taxes and assessments that are not yet due and payable (or that are being contested in good faith by appropriate Proceedings for which adequate reserves in accordance with GAAP have been established on the books of account of the applicable Entity); (c) mechanic’s, materialmen’s, repairmen’s and other statutory Liens arising in the Ordinary Course of Business and securing obligations incurred prior to the Effective Time and (i) for which adequate reserves in accordance with GAAP have been established on the books of account of the applicable Entity, or (ii) that are not delinquent and that will be paid and discharged in the Ordinary Course of Business or, if delinquent, that are being contested in good faith with any action to foreclose on or attach any Assets on account thereof properly stayed and for which adequate reserves in accordance with GAAP have been established on the books of account of the applicable Entity;

Materiality Condition shall have the meaning given such term in Section 10.5. "Notice Period" shall have the meaning given such term in Section 10.4(c). "Omnibus Agreement Amendment" shall mean the Second Amendment to Omnibus Agreement among DEFS, DCP, DCP Midstream GP, DCP Midstream GP, LLC and DCP Midstream Operating, LP, in the form of the attached Exhibit D. "Ordinary Course of Business" shall mean the ordinary course of business consistent with past practices. "Permits" shall have the meaning given such term in the definition of Assets. "Permitted Encumbrances" shall mean the following: (a) the terms, conditions, restrictions, exceptions, reservations, limitations, and other matters contained in any document creating the Real Property Interests, or in any Permit or Contract; (b) Liens for property Taxes and assessments that are not yet due and payable (or that are being contested in good faith by appropriate Proceedings for which HOLDINGS will retain liability); 9