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
At the Initial Closing, except as otherwise provided in Section 6.9, there shall have been no 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 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 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, 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
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) Borrower’s title to any Property, (ii) the ability of the Properties to generate net cash flow sufficient to service the Loan, (iii) the ability of Borrower or Sponsor, as applicable, to perform any of their material obligations under the Loan Document to which each is a party, (iv) Lender’s ability to enforce and derive the principal benefit of the security intended to be provided by the Mortgages and the other Loan Documents, or (v) the value, use or enjoyment of the Properties as a whole or the operation or occupancy thereof. “Prime Rate” means the “prime rate” published in the “Money Rates” section of The Wall Street Journal. If The Wall Street Journal ceases to publish the “prime rate,” then Lender shall select an equivalent publication that publishes such “prime rate,” and if such “prime rate” is no longer generally published or is limited, regulated or administered by a governmental or quasi-governmental body, then Lender shall reasonably select a comparable interest rate index. “Prime Rate Loan” means the Loan at such time as interest thereon accrues at a rate per annum equal to the Prime Rate plus the Prime Rate Spread. “Prime Rate Spread” means, in connection with any conversion of the Loan to a Prime Rate Loan, with respect to each Note or Note Component, the amount obtained by subtracting (x) the Prime Rate, determined as of the final Interest Determination Date on which adequate and reasonable means existed for ascertaining LIBOR, from (y) the per annum interest rate payable in respect of such Note or Note Component while the Loan was a LIBOR Loan, determined as of the final Interest Determination Date on which adequate and reasonable means existed for ascertaining LIBOR; provided, however, that if the amount so obtained is a negative number, then such Prime Rate Spread shall be zero. “Principal Indebtedness” means the principal balance of the Loan outstanding from time to time. “Prior Loan” has the meaning set forth in Section 4.17(c). “Prohibited Change of Control” means the occurrence of either or both of the following: (i) the failure of Borrower to be Ownership Controlled by one or more Qualified Equityholders (individually or collectively), or (ii) the failure of any other Required SPE to be Ownership Controlled by the same Qualified Equityholder(s) that Ownership Control Borrower. “Prohibited Equity Pledge” means the existence of a Lien on any equity interest in, or right to distributions from, a...