UNENCUMBERED PROJECT definition

UNENCUMBERED PROJECT means any Project located in the United States that on any date of determination: (a) is owned or ground-leased under an Eligible Ground Lease, (b) is not subject (nor are any equity interests therein subject) to any Liens (excluding Customary Permitted Liens) or preferred equity interests, (c) has been improved with Improvements which (except for any portions of the Project being restored or renovated) (1) have been issued a certificate of occupancy (where available) or is otherwise lawfully occupied for its intended use, and (2) are fully operational, including in each case, an Unencumbered Project that is being renovated or restored and such renovation is proceeding to completion without undue delay from Permit denial, construction delays or otherwise, (d) has not been the subject of an event or occurrence that has had a Material Adverse Effect, and (e) if owned or ground leased by a wholly-owned Subsidiary of the Borrower, such Subsidiary has executed and delivered a Guaranty.
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UNENCUMBERED PROJECT means a Project that: (i) is completed or is a Project Under Development; (ii) is 100% owned in fee simple (or ground leased pursuant to a Financeable Ground Lease, such Projects to account for no more than 10% of Total Unencumbered Project Pool Value) by the Company or a Subsidiary Guarantor; (iii) is not subject to any Liens or encumbrances other than those identified in clauses (a), (b), (c), (d), (f), (j), (k) and (l) of the definition of Permitted Encumbrances, provided that Liens identified in clause (e) of the definition of Permitted Encumbrances shall also be permissible if the Unencumbered Project Value of such Project is reduced by the amount of such judgment; (iv) is not subject to any agreement (including (a) any agreement governing Indebtedness incurred in order to finance or refinance the acquisition of such Project, and (b) if applicable, the organizational documents of the Company or any Subsidiary Guarantor) that prohibits or limits the ability of the Company or any Subsidiary Guarantor, as the case may be, to create, incur, assume or suffer to exist any Lien upon any assets or Capital Stock of the Company, or any Subsidiary Guarantor except for covenants that are not materially more restrictive than the covenants contained in this Agreement, in favor of holders of unsecured Indebtedness of the Company and the Subsidiary Guarantors not prohibited hereunder; and (v) is not subject to any agreement (including (a) any agreement governing Indebtedness incurred in order to finance or refinance the acquisition of such Project, and (b) if applicable, the organizational documents of the Company or any Subsidiary Guarantor) that entitles any Person to the benefit of any Lien on any assets or Capital Stock of the Company or any Subsidiary Guarantor or would entitle any Person to the benefit of any Lien on such assets or Capital Stock upon the occurrence of any contingency (including pursuant to an “equal and ratable” clause). No Project owned by a Subsidiary shall be deemed to be an Unencumbered Project unless (a) both such Project and all Capital Stock of the Subsidiary held directly or indirectly by the Company is not subject to any Lien, (b) each intervening entity between the Company and such Subsidiary does not have any Indebtedness for borrowed money or, if such entity has any Indebtedness, such Indebtedness is unsecured and such entity is a Subsidiary Guarantor, and (c) no event has occurred or condition exists described in clauses (g) or (h)...
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UNENCUMBERED PROJECT means any Project located in the United States that on any date of determination: (a) is not subject (nor are any equity
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Examples of UNENCUMBERED PROJECT in a sentence

  • Cause each Project in the Unencumbered Pool to remain a Qualified Unencumbered Project so long as it is in the Unencumbered Pool; provided that nothing herein shall preclude the removal of any Project from the Unencumbered Pool pursuant to Section 2.11.

  • There are no pending eminent domain proceedings against any Unencumbered Project, and, to the best knowledge of Borrower, no such proceedings are presently threatened by any taking authority which individually or in the aggregate would constitute a Material Adverse Effect.

  • The Administrative Agent may, upon five (5) Banking Days’ notice to Borrower, remove any Project from the Unencumbered Pool which at any time fails to continue to meet the requirements of a Qualified Unencumbered Project , as specified in this Agreement.

  • Borrower shall cause each Subsidiary which hereafter owns a Qualifying Unencumbered Project to execute and deliver to the Administrative Agent a joinder in the Subsidiary Guaranty in the form of Exhibit A attached to the form of Subsidiary Guaranty.

  • Upon the satisfaction of all criteria specified in this Agreement, such Qualified Unencumbered Project presented by Borrower for inclusion in the Unencumbered Pool shall be deemed added to and to constitute part of the Unencumbered Pool and the Administrative Agent shall so notify Borrower and the Lenders in writing.

  • Permit the total Unencumbered Project NOI for all Unencumbered Projects in the aggregate to be less than 1.75 times the Recurring Interest Expense relating to Total Unsecured Indebtedness at the end of any fiscal quarter, determined based on information for the most recent quarter annualized.

  • Permit Total Unsecured Indebtedness to exceed sixty percent (60%) of Total Unencumbered Project Pool Value at any date of determination.

  • Schedule 5.19 hereto contains a complete and accurate description of Unencumbered Projects as of the Closing Date and as supplemented from time to time in connection with the delivery of a Compliance Certificate pursuant to Section 6.01(c) hereof, including the entity that owns each Unencumbered Project.

  • Schedule 3.13 hereto contains a complete and accurate description of Unencumbered Projects as of the Effective Date and as supplemented from time to time in connection with the delivery of a compliance certificate pursuant to Section 5.01(c) hereof, including the entity that owns each Unencumbered Project.

  • The Trust will not permit the ratio of (a) Total Unencumbered Project Pool Value at any time to (b) Total Unsecured Indebtedness at such time, be less than 1.67 to 1.0.


More Definitions of UNENCUMBERED PROJECT

UNENCUMBERED PROJECT means a Project that: (i) is completed and located in the United States or, subject to the limitations described in the definition of Total Unencumbered Project Pool Value, which is an Asset Under Development and/or located outside the United States;
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UNENCUMBERED PROJECT means any Project located in the United States that on any date of determination: (a) is not subject (nor are any equity interests therein subject) to any Liens (excluding Customary Permitted Liens) or preferred equity interests, (b) has been improved with Improvements which (1) have been issued a certificate of occupancy (where available) or is otherwise lawfully occupied for its intended use, and (2) are fully operational, including in each case, an Unencumbered Project that is being renovated or restored and such renovation is proceeding to completion without undue delay from Permit denial, construction delays or otherwise, (c) has not been the subject of an event or occurrence that has had a Material Adverse Effect, and (d) if owned by a wholly-owned Subsidiary of the Borrower, such Subsidiary has executed and delivered a Guaranty.
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UNENCUMBERED PROJECT means any Project located in the United States that on any date of determination: (a) is not subject (nor are any equity interests therein subject) to any Liens (excluding Customary Permitted Liens) or preferred equity interests, (b) has been improved with Improvements which (1) have been issued a certificate of occupancy (where available) or is otherwise lawfully occupied for its intended use, and (2) are fully operational, including in each case, an Unencumbered Project that is being renovated and such renovation is proceeding to completion without undue delay from Permit denial, construction delays or otherwise, (c) has not been the subject of an event or occurrence that has had a Material Adverse Effect, and (d) if owned by a wholly-owned Subsidiary of the Borrower, such Subsidiary has executed and delivered a Guaranty; provided that so long as the Borrower is in compliance with Section 10.13 hereof, (x) the Borrower's interest in the 000 Xxxxx Xxxxxx Property shall be deemed to be Unencumbered notwithstanding the existence of the Metropolitan Preferred Equity and Metropolitan's inability to provide a Guaranty so long as Total Unencumbered Value is reduced by the amount of the Metropolitan Preferred Equity and (y) the 000 Xxxxxxx Xxxxxxxxx Property shall be deemed to be an Unencumbered Project notwithstanding Tower Mineola L.P.'s inability to provide a Guaranty (it being understood that no other assets owned directly or indirectly by Metropolitan or MOP shall be deemed to be an Unencumbered Project until the Metropolitan Conversion).
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UNENCUMBERED PROJECT means any Project located in the United States that on any date of determination: (a) is not subject (nor are any equity interests therein subject) to any Liens (excluding Customary Permitted Liens) or preferred equity interests, (b) has been improved with Improvements which
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Related to UNENCUMBERED PROJECT

  • Unencumbered Properties means each Acceptable Property that either (a) is an Initial Unencumbered Property or (b) becomes an Unencumbered Property pursuant to Section 4.03, and “Unencumbered Property” means any one of the Unencumbered Properties.

  • Unencumbered Property means any one of the Unencumbered Properties.

  • Unencumbered Pool means as of any date, all then-current Unencumbered Pool Properties.

  • Unencumbered Asset means any Project which as of any date of determination, (a) is not subject to any Liens other than Permitted Liens set forth in Sections 9.5(i) through 9.5(v), (b) is not subject to any agreement (including any agreement governing Indebtedness incurred in order to finance or refinance the acquisition of such asset) which prohibits or limits the ability of the Borrower, or its Wholly-Owned Subsidiaries, as the case may be, to create, incur, assume or suffer to exist any Lien upon any assets or Capital Stock of the Borrower, or any of its Wholly-Owned Subsidiaries other than a Permitted Negative Pledge, (c) is not subject to any agreement (including any agreement governing Indebtedness incurred in order to finance or refinance the acquisition of such asset) which entitles any Person to the benefit of any Lien (but not subject to any Liens other than Permitted Liens set forth in Sections 9.5(i) through 9.5(v)) on any assets or Capital Stock of the Borrower or any of its Wholly-Owned Subsidiaries or would entitle any Person to the benefit of any Lien (but excluding the Permitted Liens set forth in Sections 9.5(i) through 9.5(v)) on such assets or Capital Stock upon the occurrence of any contingency (including, except in the case of a Material Credit Facility, pursuant to an “equal and ratable” clause), (d) is not the subject of any material architectural/engineering issue, as evidenced by a certification of the Borrower, and (e) is materially compliant with the representations and warranties in Article VI below. Notwithstanding the foregoing, if any Project is a “Superfund” site under federal law or a site identified in writing by the jurisdiction in which such Project is located as having significant environmental contamination under applicable state law, the Borrower shall so advise the Lenders in writing and the Required Lenders shall have the right to request from the Borrower a current detailed environmental assessment (or one which is not more than two years old for Unencumbered Assets owned as of the Agreement Execution Date), and, if applicable, a written estimate of any remediation costs from a recognized environmental contractor and to exclude any such Project from Unencumbered Assets at their election. No Project of a Wholly-Owned Subsidiary shall be deemed to be unencumbered unless such Project and all Capital Stock of such Wholly-Owned Subsidiary or any other intervening Wholly-Owned Subsidiary between the Borrower and such Wholly-Owned Subsidiary is unencumbered and neither such Wholly-Owned Subsidiary nor any other intervening Wholly-Owned Subsidiary between the Borrower and such Wholly-Owned Subsidiary has any Indebtedness for borrowed money (other than Indebtedness due to the Borrower).

  • Unencumbered NOI means, for any period, the total for such period of (a) the NOI of all Unencumbered Properties; provided that this clause (a) shall not include any NOI that is subject to any Lien (other than Permitted Liens); plus (b) the management fees of the Companies that are not subject to any Lien (other than Permitted Liens) less related expenses; plus (c) Allowed Unconsolidated Affiliate Earnings that are not subject to any Lien (other than Permitted Liens); minus (d) the amount, if any, by which the sum of the amounts of clauses (b) and (c) above exceeds 40% of the sum of the amounts of clauses (a), (b) and (c) above.

  • Unencumbered Assets means assets which are not subject to a Security Interest.

  • Unencumbered Asset Value means, at any time for the Consolidated Group, without duplication, the sum of the following: (a) an amount equal to (i) Unencumbered NOI from all Unencumbered Properties (other than Non-Stabilized Properties and acquisition properties described in clause (b) below) that have been owned by the Consolidated Group for four full fiscal quarter periods or longer (which amount for each individual Unencumbered Property as well as the aggregate amount for all Unencumbered Properties shall not be less than zero) divided by (ii) the Capitalization Rate, plus (b) the aggregate acquisition cost of all Unencumbered Properties acquired during the then most recently ended four fiscal quarter period, plus (c) the undepreciated book value of Unencumbered Properties that are Non-Stabilized Properties; provided that if the Unencumbered Asset Value attributable to Non-Stabilized Properties accounts for more than 15% of Unencumbered Asset Value, the amount of undepreciated book value of such Non-Stabilized Properties that exceeds such limit shall be deducted from Unencumbered Asset Value, plus (d) cash from like-kind exchanges on deposit with a qualified intermediary (“1031 proceeds”), plus (e) the value of Mezzanine Debt Investments and Mortgage Receivables owned by the Consolidated Group that are not more than ninety (90) days past due determined in accordance with GAAP, in each case that are not subject to a Lien or Negative Pledge; provided that if the Unencumbered Asset Value attributable to Mezzanine Debt Investments and Mortgage Receivables accounts for more than 10% of Unencumbered Asset Value, the amount of Mezzanine Debt Investments and Mortgage Receivables that exceeds such limit shall be deducted from Unencumbered Asset Value, plus (f) the undepreciated book value of all Unimproved Land and Construction in Progress owned by the Consolidated Group to the extent any such assets are not subject to a Lien or Negative Pledge, plus (g) Balance Sheet Cash; provided that, to the extent that Unencumbered Asset Value attributable to investments in Mezzanine Debt Investments, Mortgage Receivables, 1031 proceeds, Unimproved Land, and Construction in Progress account for more than 25% of Unencumbered Asset Value, in the aggregate, the amount that exceeds such limit shall be deducted from Unencumbered Asset Value. For clarification purposes, in determining whether clause (a) or clause (b) above applies, the date a Property will be deemed to have been acquired is the date it was acquired by the Consolidated Group or any prior Affiliate of the Consolidated Group.

  • Unencumbered means, with respect to any Hotel Property, at any date of determination, the circumstance that such Hotel Property on such date:

  • Qualified project means the construction or expansion of any capital project of the Borrower or any of its Restricted Subsidiaries, the aggregate actual or budgeted capital cost of which (in each case, including capital costs expended by the Borrower or any such Restricted Subsidiaries prior to the construction or expansion of such project) exceeds $50,000,000.

  • Unencumbered Amount means, for the Class C( - ) Notes, an amount equal to the Nominal Liquidation Amount of the Class C( - ) Notes minus the Encumbered Amount for the Class C( - ) Notes.

  • Borrowing Base Property means Eligible Property and/or Commercial Land that the Administrative Agent has agreed to include in calculations of the Borrowing Base pursuant to Section 4.1. A Property shall be excluded from the determination of the Borrowing Base if at any time such Property shall cease to be an Eligible Property.

  • Unencumbered Adjusted NOI means, for any period, the aggregate Adjusted NOI of all Unencumbered Properties excluding any Dark Property for such period.

  • Qualified Project Costs shall have the meaning given to it in the Regulatory Agreement.

  • Unencumbered license means a license issued in good

  • Total Unencumbered Assets means the sum of (i) those Undepreciated Real Estate Assets not subject to an Encumbrance for borrowed money and (ii) all other assets of the Issuer and its Subsidiaries not subject to an Encumbrance for borrowed money, determined in accordance with GAAP (but excluding accounts receivable and intangibles).

  • Property NOI means, with respect to any Property for any Rolling Period (without duplication) the aggregate amount of (i) Property Income for such period minus (ii) Property Expenses for such period.

  • Unimproved Land means land on which no development (other than improvements that are not material and are temporary in nature) has occurred.

  • Unencumbered Liquid Assets means cash, cash equivalents and/or publicly traded/quoted marketable securities acceptable to Bank in its sole discretion, free of any lien or other encumbrance. Account assets held in a fiduciary capacity by Borrower shall not qualify as Unencumbered Liquid Assets.

  • Borrowing Base Properties means the Oil and Gas Properties of the Loan Parties included in the Initial Reserve Report and thereafter in the most recently delivered Reserve Report delivered pursuant to Section 8.12.

  • Approved Project means the Scheme application of the Applicant approved by the CIC.

  • Unencumbered Leverage Ratio means, as of any date of determination, the quotient (expressed as a percentage) of (a) Unsecured Indebtedness of Parent and its Subsidiaries, divided by (b) Unencumbered Asset Value.

  • Eligible Project Costs means such portion of the Project costs disbursed and loaned from the OPWC to the Recipient for the sole and express purpose of acquiring, constructing, reconstructing, expanding, improving, engineering and equipping the Project, other direct expenses, and related financing costs thereto.

  • Unencumbered Interest Coverage Ratio means the ratio of (a) the Unencumbered Adjusted NOI to (b) the Unsecured Interest Expense for the immediately preceding calendar quarter.

  • Covered Project means and includes any project which consists of one or more of the following:

  • Project Cost means the price payable to Service Provider over the entire period of Agreement (i.e. Rs. <in words>) for the full and proper performance of its contractual obligations.

  • Eligible Property means property beneficially owned by a person or entity other than the Fund and held in a bank account maintained by BNYM for or on behalf of the Fund, or property held in a Fund shareholder account, which is (x) subject to reporting or escheat under an Unclaimed Property Law, (y) of a nature or type or classification reasonably related to the services performed by BNYM under this Agreement (such as cash amounts representing non-negotiated dividend checks and shares in abandoned shareholder accounts), and (z) under the control of BNYM.