Permitted Event definition

Permitted Event means the occurrence of the following on the Effective Date: the Surviving Partnership shall be ready, willing and able to complete Closing in accordance with the Agreement; the Surviving Partnership, or its authorized representative, shall have appeared at the place designated for Closing and shall have tendered the Consideration, and the Merged Partnership, notwithstanding the foregoing, shall have failed to complete Closing in accordance with this Agreement or is otherwise in default under this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the failure to satisfy any of the conditions to the Merger contained in Article VI hereof shall not, in and of itself, be deemed to be a failure of the Merged Partnership to complete Closing or a default by the Merged Partnership under this Agreement. Except upon the occurrence of the Permitted Event, the Surviving Partnership agrees that it shall not (and hereby waives any right to) ever file or assert any LIS PENDENS against the Property nor commence or maintain any action against the Merged Partnership for specific performance under this Agreement nor for a declaratory judgment as to the Surviving Partnership's rights under this Agreement. Except as expressly provided above and elsewhere in this Agreement, nothing herein shall be deemed to limit or impair any of the Surviving Partnership's rights and remedies at law, in equity or by statute.

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Permitted Event means the approval, execution, delivery, or adoption of the Merger Agreement, the performance of any obligation thereunder, or the consummation of any one or more of the transactions contemplated thereby, including, without limitation, the Merger (as defined in the Merger Agreement).”

Permitted Event means the occurrence of the following on the Closing Date: Purchaser shall be ready, willing and able to complete Closing in accordance with this contract; Purchaser or its attorney shall have appeared at the place designated for Closing and Purchaser shall be able to tender the Purchase Price to Seller or the Title Company, as Closing escrow agent; and Seller, notwithstanding the foregoing, shall have defaulted in its obligation to complete Closing in accordance with this contract or is otherwise in material default under this contract. Purchaser agrees that it shall not (and hereby waives any right to), except upon the occurrence of the Permitted Event, commence or maintain any action against Seller for specific performance under this contract or for a declaratory judgment as to Purchaser’s rights under this contract. If the only reason the sale of the Premises is not consummated is because of a default under this contract on the part of Seller and Purchaser is ready, willing and able to close, Purchaser, as its sole and exclusive remedy, may either (i) terminate this contract in its entirety by delivery of notice of termination to Seller, whereupon the Downpayment shall promptly be returned to Purchaser and, if Seller’s default was willful, Purchaser shall be entitled to be reimbursed by Seller for actual third-party costs (as evidenced by paid invoices therefor) incurred by Purchaser in connection with this contract, up to a maximum reimbursement of $250,000, or (ii) continue this contract pending Purchaser’s action for specific performance hereunder provided appropriate proceedings are commenced by Purchaser within sixty (60) days of Seller’s alleged default and thereafter prosecuted with diligence and continuity. Nothing contained in this §13.05 shall be deemed to limit Purchaser’s rights against Seller by reason of the indemnity obligations of Seller to Purchaser set forth in this contract which survive the termination of this contract.

Examples of Permitted Event in a sentence

• Except upon the occurrence of the Permitted Event, the Surviving Partnership agrees that it shall not (and hereby waives any right to) ever file or assert any LIS PENDENS against the Property nor commence or maintain any action against the Merged Partnership for specific performance under this Agreement nor for a declaratory judgment as to the Surviving Partnership's rights under this Agreement.

• During the continuance of any Permitted Event, the Real Estate (including Unencumbered Property) and other assets of any affected Property Owning Subsidiary shall be excluded from asset (but not liability) and income (but not loss) calculation under §9 which exclusions shall be evidenced in all compliance certificates provided as required by this Agreement.

• Such efforts may include (and for a Permitted Event shall include) the release of the affected Person(s) (other than MCRC) as the Guarantor pursuant to §5 so long as such release (i) cures such Non-Material Breach (ii) does not otherwise cause a Default or Event of Default, and (iii) does not have a Material Adverse Effect on the Borrower, the remaining Guarantors, and their respective Subsidiaries, taken as a whole.

• During the continuance of any Permitted Event, the Real Estate (including Unencumbered Property) and other assets of any affected Guarantor shall be excluded from asset (but not liability) and income (but not loss) calculation under §9 which exclusions shall be evidenced in all compliance certificates provided as required by this Agreement.

• The exclusion of a Guarantor (other than MCRC) or any other Subsidiary or Operating Subsidiary as a Credit Party by the Borrower solely for the purposes of the proceedings of a bankruptcy filed by or against such Person and involving for all creditors of such bankruptcy a total Indebtedness which is in an amount permitted within Section 12.1(f)(i) cumulatively with any other then pending Permitted Event or other matter affecting Section 12.1(f)(i).

More Definitions of Permitted Event

Permitted Event shall have the meaning specified in Section 2J.

Permitted Event shall have the meaning set forth in Section 3.29.

Permitted Event shall have the meaning set forth in Section 1(a) hereof. (l) Section 1 of the Rights Agreement is hereby amended, after giving effect to the amendments set forth in paragraphs (a) through (g) of this Section 1, by replacing the reference in paragraph (h) thereof (setting forth the definition of the terms “Beneficial Owner,” “beneficially own” and “Beneficial Ownership”) to “Section 1(g)(iv)” with a reference to “Section 1(h)(iv)” and by replacing each reference in such paragraph (h) to “paragraph (g)” with a reference to “paragraph (h).” (m) Section 1 of the Rights Agreement is hereby amended, after giving effect to the amendments set forth in paragraphs (a) through (g) of this Section 1, by replacing the reference in paragraph (aa) thereof (setting forth the definition of the term “Original Rights”) to “Section 1(g)(i)” with a reference to “Section 1(h)(i).”

Permitted Event has the meaning set forth in the definition of Acquiring Person.

Permitted Event means the (i) approval, execution, delivery, pendency, performance, public announcement or public disclosure of the Merger Agreement or any other Transaction Document (including any amendments, modifications or supplements thereto) or (ii) consummation of the Merger or any other Contemplated Transaction with GPC, SpinCo or any of their Affiliates.

Permitted Event means a special event for which a special event permitted has been issued.

Permitted Event means (i) the announcement of the Merger, the Merger Agreement or any of the Voting Agreements, (ii) the entry into or execution or delivery of the Merger Agreement, (iii) the consummation of the Merger or of any of the other transactions contemplated by the Merger Agreement, (iv) the entry into or execution or delivery of any of the Voting Agreements, (v) the consummation of any of the transactions contemplated by any of the Voting Agreements, (vi) the entry into or execution or delivery of any other contract or instrument in connection with the Merger Agreement or any Voting Agreements (including, without limitation the entry into or execution or delivery of any amendment to the Merger Agreement or any Voting Agreement) or the consummation of any of the transactions contemplated thereby, (vii) any approval, adoption, vote or consent given in respect of, in relation to or pursuant to any of the foregoing clauses (i) through (vi) or (viii) the acquisition by any of Parent, Merger Sub or any of the Voting Parties, or by any Affiliate or Associate of Parent, Merger Sub or any of the Voting Parties, of beneficial ownership of any Common Shares or other securities, or any such Person’s right to acquire beneficial ownership of any Common Shares or other securities, as a result of any act, matter or transactions contemplated by any of the foregoing clauses (i) through (vii).”