Sustainability Recalculation Event the occurrence of any significant or structural changes in the Company (including acquisitions, divestitures, mergers, insourcing or outsourcing or a series of related transactions of such type), changes in methodology in respect of the KPI Metrics, or changes in data reported due to improved calculation methodologies or better data accessibility, as determined in good faith by the Company, evidenced by a certificate of a Responsible Officer of the Company.
Sustainability Recalculation Event has the meaning specified in Section 2.13(d).
Sustainability Recalculation Event means (i) any acquisition, disposition, merger or similar transaction or series of related transactions consummated by the Borrower and its Subsidiaries (otherwise in accordance with the provisions of this Agreement) whereby, as a result of the consummation of such transaction or series of related transactions the KPI would reasonably be expected to be (as determined in good faith by the Borrower), or shall be, increased or decreased by 5% or more (on a consolidated basis) as compared to the KPI in effect immediately prior to the consummation of such transaction or (ii) any change or anticipated change in Law (including rules, regulations and guidance promulgated by the SEC or any other Governmental Authority) applicable to any party hereto the result of which shall (A) prohibit or limit the use of the KPI hereunder, (B) prohibit or modify any sustainability calculation hereunder in any material respect or cause any other violation of any sustainability provision hereunder, or impose or modify any reporting obligation in respect thereof, (C) cause the Borrower to fail to attain or maintain the KPI or target or threshold with respect thereto or (D) prohibit or otherwise limit such party’s ability to make or maintain the Loans hereunder after applying the sustainability provisions hereunder.
More Definitions of Sustainability Recalculation Event
Sustainability Recalculation Event means (i) any acquisition, disposition, merger or similar transaction or series of related transactions consummated by the Borrower and its Subsidiaries whereby, as a result of the consummation of such transaction or series of related transactions, any of the KPI Metrics would reasonably be expected to be (as determined in good faith by the Borrower), or shall be, increased or decreased by 5.0% or more (on a consolidated basis) as compared to the KPI Metrics in effect immediately prior to the consummation of such transaction or (ii) any Change in Law applicable to any party hereto the result of which shall (A) prohibit or modify any sustainability calculation hereunder or cause any other violation of any sustainability provision hereunder, or impose or modify any reporting obligation in respect thereof, (B) cause the Borrower to fail to attain or maintain any KPI Metric or target or threshold with respect thereto or (C) prohibit or otherwise limit such party’s ability to make or maintain the Loans hereunder after applying the sustainability provisions hereunder.
Sustainability Recalculation Event means (i) any acquisition, disposition, investment, merger or similar transaction or series of related transactions consummated by the Borrower and its Subsidiaries whereby, as a result of the consummation of such transaction or series of related transactions any of the Baseline of the KPI Metrics would reasonably be expected to be (as determined in good faith by the Borrower), or shall be, adjusted by 10% or more (on a consolidated basis) as compared to the KPI Metrics in effect immediately prior to the consummation of such transaction or (ii) any Change in Law applicable to any party hereto the result of which shall (A) prohibit or modify any sustainability calculation hereunder or cause any other violation of any sustainability provision hereunder, or impose or modify any reporting obligation in respect thereof, (B) cause the Borrower to fail to attain or maintain any KPI Metric or target or threshold with respect thereto or (C) prohibit or otherwise limit the Borrower’s ability to make or maintain the Loans hereunder after applying the sustainability provisions hereunder.
Sustainability Recalculation Event means (i) any material acquisition, disposition, merger or similar transaction or series of related transactions consummated by the Borrower and its Subsidiaries whereby, as a result of the consummation of such transaction or series of related transactions any of the KPI Metrics would reasonably be expected to be (as determined in good faith by the Borrower), or shall be, increased or decreased by 10% or more (on a consolidated basis) as compared to the KPI Metrics in effect immediately prior to the consummation of such transaction, (ii) a material change to the KPI Metrics calculation methodologies (as determined in good faith by the Borrower) or (iii) any Change in Law applicable to any party hereto the result of which shall (A) prohibit or modify any sustainability calculation hereunder or cause any other violation of any sustainability provision hereunder, or impose or modify any reporting obligation in respect thereof, (B) cause the Borrower to fail to attain or maintain any KPI Metric or target or threshold with respect thereto or (C) prohibit or otherwise limit such party’s ability to make or maintain the Loans hereunder after applying the sustainability provisions hereunder. If, after the date hereof, there occurs any Sustainability Recalculation Event (it being understood and agreed that such Sustainability Recalculation Event shall follow the Sustainability Linked Loan Principles as most recently published by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association, as may be amended from time to time), and either (i) the Borrower notifies the Lender in writing that the Borrower requests an amendment to any provision hereof to eliminate, accommodate or otherwise take into account the effect of such Sustainability Recalculation Event, or (ii) the Lender notifies the Borrower of an amendment to any provision or provisions hereof for such purpose (it being understood and agreed that any such notice may be given before or after such Sustainability Recalculation Event has occurred), then (A) the Borrower and the Lender shall negotiate in good faith to amend the provisions hereof to eliminate, accommodate or otherwise take into account the effect of such Sustainability Recalculation Event for the period from and after the occurrence of such Sustainability Recalculation Event, and (B) the provisions of this Agreement shall be interpreted on the basis of the provisions in effect and applied immediately...
Sustainability Recalculation Event means (a) any Acquisition by the Company and its Subsidiaries and (b) any Disposition, or series of related Dispositions (including pursuant to a merger or consolidation), by the Company and its Subsidiaries of property that constitutes (i) assets comprising all or substantially all or any significant portion of a business or an operating unit of a business or (ii) all or substantially all of the Equity Interests in any Subsidiary, in each case under clauses (a) or (b) above, permitted under this Agreement if such Acquisition or such Disposition (or series of related Dispositions) would, after giving pro forma effect thereto, result in an increase or decrease in the consolidated total assets of the Company or the consolidated revenues of the Company, in each case, as of the end of or for the Test Period most recently ended prior to the consummation of such Acquisition or Disposition (or the last in the series of such Dispositions) by 5.0% or more.
Sustainability Recalculation Event means (i) any acquisition, disposition, merger, new construction (if stabilized for two (2) consecutive calendar years), or similar transaction or series of related transactions consummated by the Borrower and its Subsidiaries (otherwise in accordance with the provisions of this Agreement) whereby, as a result of the consummation of such transaction or series of related transactions any of the KPI Metrics would reasonably be expected to be (as determined in good faith by the Borrower), or shall be, increased or decreased by 15% or more (on a consolidated basis) as compared to the KPI Metrics in effect immediately prior to the consummation of such transaction or (ii) any Change in Law applicable to any party hereto the result of which shall (A) prohibit the use of any KPI Metric hereunder, (B) prohibit or modify any sustainability calculation hereunder or cause any other violation of any sustainability provision hereunder, or impose or modify any reporting obligation in respect thereof, (C) cause the Borrower to fail to attain or maintain any KPI Metric or target or threshold with respect thereto or (D) prohibit or otherwise limit such
Sustainability Recalculation Event means (A) following the Closing Date, any (i) acquisition, disposition, merger or similar transaction consummated by the Company or one of its Subsidiaries (otherwise in accordance with the provisions of this Agreement), (ii) change in insourcing or outsourcing by the Company or its Subsidiaries or (iii) change in goods or service offerings by the Company or its Subsidiaries whereby, as a result of any of the foregoing, individually or in the aggregate, as determined by the Company in good faith, the total number of Hotel Properties of the Company and its Subsidiaries are affected by more than 5% as compared to (I) prior to the occurrence of the first Sustainability Recalculation Event under this clause (A), the number of Hotel Properties of the Company and its Subsidiaries as of the Closing Date and (II) after the occurrence of the first Sustainability Recalculation Event (if any) under this clause (A), the number of Hotel Properties of the Company and its Subsidiaries after giving effect to the most recent Sustainability Recalculation Event to occur under this clause (A), or (B) there shall have occurred, following the Closing Date, in the good faith judgment of the Company, any changes to the projections and the assumptions that were used to formulate either the Green Building Certification or Renewable Electricity that would have, if such changes had been taken into consideration when formulating the Green Building Certification or Renewable Electricity, respectively, on the Closing Date or, if applicable, on the effective date of the most recent amendment entered into pursuant to Section 2.23(f) in respect of a Sustainability Recalculation Event occurring under this clause (B), as applicable, materially affected the Targets of the Green Building Certification or Renewable Electricity, respectively.
Sustainability Recalculation Event means (a) any acquisition, Disposition, merger or similar transaction or series of related transactions consummated by any Borrower or its Subsidiaries (otherwise in accordance with the provisions of this Agreement) involving consideration equal to or greater than ten percent (10%) of the Total Asset Value or (b) any Change in Law applicable to any party hereto the result of which shall (i) prohibit the use of CO2 Intensity as a sustainability metric hereunder, (ii) prohibit or modify any sustainability calculation hereunder or cause any other violation of any sustainability provision hereunder, or impose or modify any reporting obligation in respect thereof, (iii) cause any Borrower to fail to attain or maintain a CO2 Intensity threshold or target with respect thereto or (iv) prohibit or otherwise limit such party’s ability to make or maintain the Loans hereunder after applying the sustainability provisions hereunder.