Portfolio Material Adverse Effect definition
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
Borrower is not a party to any agreement or instrument or subject to any restriction which would have a Portfolio Material Adverse Effect.
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.
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.
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.
Each Other Property (including sidewalks, storm drainage system, roof, plumbing system, HVAC system, fire protection system, electrical system, equipment, elevators, exterior sidings and doors, irrigation system and all structural components) is in good condition, order and repair in all respects material to its use, operation or value, except to the extent that the failure of such Other Property to be in good condition, order and repair does not result in a Portfolio Material Adverse Effect.
More Definitions of Portfolio Material Adverse Effect
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 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 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 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, 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
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 a material adverse effect upon (i) the ability of Borrower or Property Owner to perform its material obligations under any Loan Document or any Mortgage Loan Document, (ii) the enforceability of the material provisions of the Loan Documents or, if it has a material adverse effect on Lender, any Mortgage Loan Documents (other than as a result of Lender’s or Servicer’s bad faith, gross negligence or willful misconduct) or (iii) the aggregate value, Net Operating Income or use of the Properties, or the operation thereof, or the aggregate value of the Collateral, in each case, taken as a whole.