Immaterial Sample Clauses

Immaterial. If the Property is not Materially Damaged, then neither Owner JV nor Hersha Owner shall have the right to terminate this Agreement, and Hersha Owner shall, at its option, either (i) repair the damage before the Closing to the reasonable, good faith satisfaction of Owner JV, or (ii) credit Owner JV at Closing to the good faith satisfaction of Owner JV for the reasonable costs to complete the repair as reviewed and confirmed in good faith by Owner JV (in which case Hersha Owner shall retain all insurance proceeds and Owner JV shall assume full responsibility for all needed repairs).
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Immaterial. If the Property is not Materially Damaged, then neither Purchaser nor Seller shall have the right to terminate this Agreement, and Seller shall, at its option, either (i) repair the damage before the Closing, or (ii) assign any insurance claims to Purchaser for the cost to complete the repair (in which case Purchaser shall retain all Insurance Proceeds, Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies, there shall be no other reduction in the Purchase Price and Purchaser shall assume full responsibility for all needed repairs).
Sample 1
Immaterial. In the event that the Premises is damaged or destroyed by fire or other casualty or taken by eminent domain proceedings prior to Closing, then unless the cost of repair or value of the taken portion is, as reasonably determined by Seller's insurance adjustor or the condemning authority, greater than 5% of the Purchase Price and the tenant under the Lease shall have the right to terminate the Lease on account thereof, such taking or casualty shall not be deemed material for purposes of this Agreement. Notwithstanding the foregoing, the term "material" as used in this Section 8 shall include, but not be limited to any taking or casualty which materially interferes with ingress and egress to or from the Premises or the buildings situated thereon or which reduces the amount of parking available at the Premises.
Sample 1

Related to Immaterial

  • Immaterial Subsidiaries No Immaterial Subsidiary (a) owns any assets (other than assets of a de minimis nature), (b) has any liabilities (other than liabilities of a de minimis nature), or (c) engages in any business activity.

  • Material Change in Business Seller shall not make any material change in the nature of its business as carried on at the date hereof.

  • Insignificant Changes No adjustment in the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Purchase Price. Any adjustments which by reason of this Section 11.5 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 11 shall be made to the nearest cent or to the nearest one-hundred thousandth of a Preferred Share or the nearest one-hundredth of a Common Share or other share or security, as the case may be.

  • Inactive Subsidiaries The Inactive Subsidiaries do not own any material assets and do not engage in any business activity whatsoever.

  • Exclusion of Immaterial Subsidiaries Solely for the purposes of determining whether an Event of Default has occurred under clause (h), (i) or (l) of Section 7.01, any reference in any such clause to any Subsidiary shall be deemed not to include any Immaterial Subsidiary affected by any event or circumstance referred to in any such clause.

  • Foreign Subsidiaries Subject to the following sentence, in the event that, at any time, Foreign Subsidiaries have, in the aggregate, (i) total revenues constituting 5% or more of the total revenues of Borrower and its Subsidiaries on a consolidated basis, or (ii) total assets constituting 5% or more of the total assets of Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) the Borrower shall cause one or more of such Foreign Subsidiaries to become Subsidiary Guarantors and to have their Equity Interests pledged, each in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (i) and (ii) above. Notwithstanding the foregoing, no Foreign Subsidiary shall be required to become a Subsidiary Guarantor, xxxxx x xxxx on any of its assets in favor of the Lenders, or shall have its Equity Interests pledged to secure the Obligations, to the extent that becoming a Subsidiary Guarantor, granting a lien on any of its assets in favor of the Lenders or providing such pledge would result in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all of its Equity Interests pledged as a result of such adverse tax consequences, to the extent that such Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower shall pledge (or cause to be pledged) 65% of the total number of the Equity Interests of such Foreign Subsidiary to the Lenders to secure the Obligations.

  • No Change in Business The Issuer covenants that it shall not make any change in the character of its business.

  • Domestic Subsidiaries On the Effective Date, Schedule 4 sets forth a true and complete list of the Domestic Subsidiaries.

  • Existence; Businesses and Properties (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, except as otherwise expressly permitted under Section 6.05.

  • Excluded Subsidiaries The Borrower:

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