REIT Material Adverse Effect definition

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

REIT Material Adverse Effect means any Effect that, individually or in the aggregate, has had, or would reasonably be expected to have, (i) a material adverse effect on the condition (financial or otherwise), business, properties, assets, liabilities or results of operations of the REIT, taken as a whole, or (ii) a material adverse effect on the ability of the REIT and its Subsidiaries to consummate the Transactions; provided, however, that in the case of the immediately preceding clause (i), none of the following shall be deemed either alone or in combination to constitute, and none of the following shall be taken into account in determining whether there has been or would be, a REIT Material Adverse Effect: any Effect arising out of or resulting from (a) changes in conditions in the U.S. or global economy or capital or financial markets generally, including changes in interest or exchange rates, (b) changes in general legal, regulatory, political, economic or business conditions or changes in generally accepted accounting principles, (c) the negotiation, execution, announcement or performance of this Agreement in accordance with the terms hereof or the consummation of the Transactions, (d) acts of war, sabotage or terrorism, or any escalation or worsening of any such acts of war, sabotage or terrorism threatened or underway as of the date of this Agreement, (e) earthquakes, hurricanes or other natural disasters, (f) any decline in the market price, or change in trading volume, of the capital stock of the REIT or any failure to meet publicly announced revenue or earnings projections (provided, that any event giving rise to such decline, change or failure may otherwise be taken into account in determining whether there has been a REIT Material Adverse Effect if not falling into one of the other exceptions contained in this definition), (g) the public announcement or pendency of the Transactions or (h) any Effect that has been cured prior to the Closing; provided further, however, that any Effect arising out of or resulting from the matters described in clauses (a), (b), (d) or (e) shall not be excluded if and to the extent that such Effect disproportionately affects the REIT and its Subsidiaries, taken as a whole, as compared to other Persons engaged in the businesses in which the Company or any of its subsidiaries is engaged.

REIT Material Adverse Effect shall have the meaning set forth in Section 12.01 hereof.

Examples of REIT Material Adverse Effect in a sentence

Each of the REIT and the Operating Partnership has conducted its respective business in compliance with all applicable Laws, except for such failures that would not, individually or in the aggregate, reasonably be expected to have a REIT Material Adverse Effect.
Neither the REIT nor the Operating Partnership nor, to the knowledge of the REIT, any third party has been informed in writing of any continuing violation of any such Laws or that any investigation has been commenced and is continuing or is contemplated respecting any such possible violation, except in each case for violations that would not, individually or in the aggregate, reasonably be expected to have a REIT Material Adverse Effect.
Except as would not have a REIT Material Adverse Effect, each of the Operating Partnership and Merger Sub shall have performed all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date.
Except as would not have a REIT Material Adverse Effect, each of the representations and warranties of the REIT, the Operating Partnership and Merger Sub contained in this Agreement shall be true and correct in all respects at the Closing as if made again at that time (except to the extent that any representation or warranty speaks as of an earlier date, in which case it must be true and correct only as of that earlier date).
Except as would not have a REIT Material Adverse Effect, each of the REIT and the Operating Partnership shall have performed all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date and the Contributors shall have received a certificate to that effect dated the Closing Date and signed on behalf of the REIT and the Operating Partnership by an authorized Person.
There shall not have occurred between the date hereof and the Closing Date a REIT Material Adverse Effect.
Except as would not have a REIT Material Adverse Effect, the REIT shall have performed all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date.
The Company is duly qualified or registered as a foreign real estate investment trust and is in good standing in each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify, register or be in good standing would not result in a REIT Material Adverse Effect.
All consents and waivers from third parties described in Section 3.5(c) shall have been obtained, other than such consents and waivers from third parties, which, if not obtained, would not have a ZML REIT Material Adverse Effect or a Company Material Adverse Effect.
Notwithstanding the foregoing, no ZML REIT shall be obligated to effect the Merger if the failure of one or more of the conditions set forth in Sections 5.3(a) and 5.3(b) to be satisfied, in the aggregate, causes such ZML REIT a ZML REIT Material Adverse Effect.

More Definitions of REIT Material Adverse Effect

REIT Material Adverse Effect means any material adverse change in any of the assets, business, condition (financial or otherwise), results of operation or prospects of the REIT and its Subsidiaries, taken as a whole. (bbb) “REIT Qualification Ruling” has the meaning set forth in Section 6.05. (ccc) “REIT or Manager Knowledge” means the knowledge of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇. (ddd) “REIT Requirements” shall mean the requirements imposed on REITs pursuant to Sections 856 through and including 860 of the Code. (eee) “REIT Shares” has the meaning set forth in the recitals. (fff) “Release Document” has the meaning set forth in Section 6.05. (ggg) “Repurchase Agreement Asset” has the meaning set forth in Section 4.10(b). (hhh) “Securities Act” means the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder.

REIT Material Adverse Effect means a material adverse effect on the business, properties, assets, financial condition, or results of operations of REIT and its Subsidiaries, taken as a whole. "REIT Special Committee" shall mean the Special Committee of the Board of Directors of REIT formed in connection with the contemplation of the Mergers, the members of which are ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. "Securities Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations issued thereunder. "Service Provider" or "Service Providers" shall mean the Advisor and each Manager, individually or collectively, as the case may be. "Software" shall mean any and all: (a) computer programs, including any and all software implementation of algorithms, models and methodologies whether in source code or object code, and (b) all documentation, including user manuals and training materials, relating to any of the foregoing. "Straddle Period" shall mean any Tax Period beginning before and ending after the Closing Date. "Subsidiary" or "Subsidiaries" of any Person shall mean any corporation, partnership, limited liability company, association, trust, joint venture or other entity or organization of which such Person, either alone or through or together with any other Subsidiary, owns, directly or indirectly, more than 50% of the stock or other Equity Interests, the holder of which is generally entitled to vote for the election of the board of directors, managers or other governing body of the entity or organization which such Person so owns. "Tax Period" shall mean any period prescribed by any taxing or other Governmental Authority for which a Tax Return (or an Inland Group Combined Return) is required to be filed or a Tax is required to be paid. "Tax Returns" shall mean any report, return (including information return), election, document, estimated tax filing, declaration or other filing required to be supplied to any taxing or other Governmental Authority with respect to Taxes, including any amendments thereto, but not including any Inland Group Combined Return. "Taxes" shall mean all taxes, charges, fees, levies or other assessments, including, without limitation, income, gross receipts, excise, property, sales, withholding, social security, occupation, use, service, service and use, license, payroll, franchise, transfer and recording taxes, fees and charges, imposed by the United States, or any state, local or foreign government or subdivision or agency th...

REIT Material Adverse Effect means any Effect that, individually or in the aggregate, has had, or would reasonably be expected to (i) have a material adverse effect on the condition (financial or otherwise), business, properties, assets, liabilities or results of operations of the REIT and the OP, taken as a whole, or (ii) prevent, materially impede or materially delay the ability of the REIT, the OP and their subsidiaries to consummate the Transactions; provided, however, that in the case of the immediately preceding clause (i), none of the following shall be deemed either alone or in combination to constitute, and none of the following shall be taken into account in determining whether there has been or would be, a REIT Material Adverse Effect: any Effect arising out of or resulting from (a) changes in conditions in the U.S. or global economy or capital or financial markets generally, including changes in interest or exchange rates, (b) changes in general legal, regulatory, political, economic or business conditions or changes in generally accepted accounting principles, (c) the negotiation, execution, announcement or performance of this Agreement in accordance with the terms hereof or the consummation of the Transactions, (d) acts of war, sabotage or terrorism, or any escalation or worsening of any such acts of war, sabotage or terrorism threatened or underway as of the date of this Agreement, (e) earthquakes, hurricanes or other natural disasters, (f) epidemic, pandemic or disease outbreak (including the COVID-19 virus), (g) any decline in the market price, or change in trading volume, of the capital stock of the REIT or any failure to meet publicly announced revenue or earnings projections (provided, that any event giving rise to such decline, change or failure may otherwise be taken into account in determining whether there has been a REIT Material Adverse Effect if not falling into one of the other exceptions contained in this definition),

REIT Material Adverse Effect means any event, circumstance, change, effect, development, condition or occurrence that, individually or in the aggregate with all other such circumstance, change, effect development, condition or occurrence:

REIT Material Adverse Effect means any change, event, occurrence, effect, state of facts or circumstance that, individually or in the aggregate with other such changes, events, occurrences, effects, state of facts or circumstances is or would reasonably be expected to be material and adverse to the REIT and its subsidiaries, taken as a whole, including their respective operations, results of operations, condition (financial or otherwise) or liabilities (contingent or otherwise), except any such change, event, occurrence, effect, state of facts or circumstance resulting from: (a) any change affecting the real estate industry in the Netherlands, Germany or Brussels, in each case, as a whole; (b) any change in currency exchange, interest or inflation rates or securities or general economic, financial or credit market conditions in the Netherlands, Germany or Brussels or elsewhere; (c) any change in applicable laws or generally accepted accounting principles; (d) any matter which has been expressly disclosed by the REIT in the REIT’s disclosure letter dated December 10, 2018 and delivered to CAPREIT with the Acquisition Agreement; (e) the failure of the REIT to meet any internal or published projections, forecasts or estimates of revenues, earnings or cash flows (it being understood that the causes underlying such failure may be taken into account in determining whether a REIT Material Adverse Effect has occurred); (f) any actions taken (or omitted to be taken) by the REIT or its subsidiaries that is consented to by CAPREIT expressly in writing; (g) the announcement of the Acquisition Agreement; or (h) any change in the market price or trading volume of any securities of the REIT (it being understood that the causes underlying such change in market price or trading volume may be taken into account in determining whether a REIT Material Adverse Effect has occurred); provided, however, that (i) with respect to clauses (a) through to and including (c), such matter does not have a materially disproportionate effect on the REIT and its subsidiaries, taken as a whole, including their respective operations, results of operations, condition (financial or otherwise) or liabilities (financial or otherwise), relative to other comparable companies and entities operating in the real estate industry in the Netherlands, Germany or Brussels; and (ii) references in certain sections of this Circular to dollar amounts are not intended to be, and shall not be deemed to be, illustrative for purposes of determ...