Portfolio Material Adverse Effect means a material adverse effect upon (i) the ability of Borrower to perform, or of Lender to enforce, any material provision of any Loan Document, (ii) the enforceability of any material provision of any Loan Document, or (iii) the value, Net Operating Income, use or enjoyment of the Properties or the operation thereof, in each case, taken as a whole.
Portfolio Material Adverse Effect means that twenty five percent (25%) or more of the aggregate generating capacity of the Projects as set forth on Annex 1.1(f) is subject to one or more Transferred Company Material Adverse Effects.
Portfolio Material Adverse Effect means any act, event, condition or circumstance that, individually or in the aggregate, has, or could reasonably be expected to have, a material adverse effect on (a) the Projects, taken as a whole, (b) the business, earnings, Assets, liabilities (contingent or otherwise), results of operations, prospects, condition (financial or otherwise) or properties of the Projects, taken as a whole, or any of the following Persons: the Company, the Subject Companies (taken as a whole) or, to the extent expressly specified, any Member, or on the ability of any such Person to timely perform any of its respective obligations under any Investment Document, (c) the rights and remedies of any Class A Member under any Investment Document or (d) the legality, validity, binding effect or enforceability of any Investment Document.
Examples of Portfolio Material Adverse Effect in a sentence
There is no fact presently actually known to Borrower which has not been disclosed to Lender which is reasonably likely to result in a Portfolio Material Adverse Effect.
Borrower is not a party to any agreement or instrument or subject to any restriction which would have a Portfolio Material Adverse Effect.
No event or series of events shall have occurred which Lender reasonably believes has had or is reasonably likely to have a Portfolio Material Adverse Effect.
Since the delivery of such data, except as otherwise disclosed in writing to Lender there have occurred no changes or circumstances which have had or are reasonably likely to result in a Portfolio Material Adverse Effect.
The certified rent roll delivered to Lender as of the Closing Date (the “Rent Roll”) is true and correct in all material respects as of February 29, 2008, and since such date, there have been no changes to the Rent Roll that would have a Portfolio Material Adverse Effect, no new Major Leases have been entered into and no Major Lease has been terminated.
More Definitions of Portfolio Material Adverse Effect
Portfolio Material Adverse Effect means, with respect to all of the Properties taken as a whole, any one or more events or conditions, the cumulative effect of which, in the aggregate when combined with all other such events or conditions, results in a material adverse effect on the value, use, business, condition (financial or otherwise), prospects or results of operations of the Properties taken as a whole.
Portfolio Material Adverse Effect means a material adverse effect on (i) the Properties (taken as a whole), (ii) the Collateral (taken as a whole), (iii) the business, profits, prospects, management, operations or financial condition of Borrower or Mortgage Borrower (taken as a whole), Guarantor, the Collateral or the Properties (taken as a whole), (iv) the enforceability, validity, perfection or priority of the liens of the Pledge Agreement and the other Loan Documents, or (v) the ability of Borrower and/or Guarantor to perform its obligations under the Pledge Agreement or the other Loan Documents to which it is a party.
Portfolio Material Adverse Effect means a material adverse effect on (i) the Properties (taken as a whole), (ii) the Collateral (taken as a whole), (iii) the Collateral (as defined in the Mezzanine A Loan Agreement) (taken as a whole), (iv) the business, profits, prospects, management, operations or financial condition of Borrower, Mezzanine A Borrower or Mortgage Borrower (taken as a whole), Guarantor, the Collateral or the Properties (taken as a whole), (v) the enforceability, validity, perfection or priority of the liens of the Pledge Agreement and the other Loan Documents, or (vi) the ability of Borrower and/or Guarantor to perform its obligations under the Pledge Agreement or the other Loan Documents to which it is a party.
Portfolio Material Adverse Effect means a material adverse effect on (i) the Properties (taken as a whole), (ii) the Collateral (taken as a whole), (iii) the Collateral (as defined in the Mezzanine A Loan Agreement) (taken as a whole), (iv) the Collateral (as defined in the Mezzanine B Loan Agreement) (taken as a whole), (v) the business, profits, prospects, management, operations or financial condition of Borrower, Mezzanine A Borrower, the Mezzanine B Borrower or Mortgage Borrower (taken as a whole), Guarantor, the Collateral or the Properties (taken as a whole), (vi) the enforceability, validity, perfection or priority of the liens of the Pledge Agreement and the other Loan Documents, or (vii) the ability of Borrower and/or Guarantor to perform its obligations under the Pledge Agreement or the other Loan Documents to which it is a party.
Portfolio Material Adverse Effect means any act, event, condition or circumstance that, individually or in the aggregate, is, or could reasonably be expected to be, materially adverse to (a) the Projects, taken as a whole, (b) the business, earnings, Assets, liabilities (contingent or otherwise), results of operations, prospects, condition (financial or otherwise) or properties of the Projects, taken as a whole, or any of the following Persons: the Sponsor, the Class B Equity Investor, any New Member that is a Class B Member, the Company, the Subject Companies (taken as a whole) or, to the extent expressly specified, any Class A Member, or on the ability of any such Person to timely perform any of its respective obligations under any Investment Document, (c) the rights and remedies of any Class A Member under any Investment Document or (d) the legality, validity, binding effect or enforceability of any Investment Document.
Portfolio Material Adverse Effect means, with respect to the Property taken as a whole, any one or more occurrences of a breach of or failure to fulfill on the part of Sellers any of the representations, warranties, covenants or agreements, as applicable, set forth in this Agreement, the cumulative effect of which, in the aggregate when combined with all other such occurrences, results in an adverse effect on the value, use, business, condition (financial or otherwise), prospects or results of operations of the Property (including Claims that Purchaser would suffer or incur if it were to acquire the Property at the Purchase Price) or is reasonably likely to result in a claim or claims, taken as a whole, which exceeds Thirty Million and No/100ths Dollars ($30,000,000.00). “Claim” means any claim, demand, liability, legal action or proceeding, investigation, fine or other penalty, and any damages or losses related thereto (including, without limitation, any loss of property, revenues or business or any loss in value (but not purely speculative losses), damages, mechanics’ liens, liabilities, costs and expenses, reasonable attorneys’ and experts’ fees, court costs, costs of investigation and remediation and charges and disbursements actually and reasonably incurred, as well as the cost of in-house counsel and appeals, but excluding any exemplary or punitive damages).
Portfolio Material Adverse Effect means any act, event, condition or circumstance that, individually or in the aggregate, has, or could reasonably be expected to have, a material adverse effect on (a) the Projects, taken as a whole, (b) the business, earnings, Assets, Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. liabilities (contingent or otherwise), results of operations, prospects, condition (financial or otherwise) or properties of the Projects, taken as a whole, or any of the following Persons: the Company, the Subject Companies (taken as a whole) or, to the extent expressly specified, any Member, or on the ability of any such Person to timely perform any of its respective obligations under any Investment Document, (c) the rights and remedies of any Class A Member under any Investment Document or (d) the legality, validity, binding effect or enforceability of any Investment Document.