Property Material Adverse Effect Sample Clauses

Property Material Adverse Effect. In the event the Mortgagor fails to comply with the covenants in the preceding sentence, the Mortgagee may, in addition to any other remedies set forth herein, as agent for and at the Mortgagor's sole cost and expense, cause any necessary investigation, remediation, removal or response action relating to Hazardous Materials to be taken and the Mortgagor shall provide to the Mortgagee and its agents and employees access to the Mortgaged Property for such purpose. Any costs or expenses incurred by the Mortgagee for such purpose shall be immediately due and payable by the Mortgagor and shall bear interest at the Default Rate. If, at any time that the Secured Obligations are outstanding, the Mortgagee has a reasonable basis to conclude that the Mortgagor has failed to comply with the covenants in this Section 4.7, or has breached the representations and warranties in Section 3.7 hereof, the Mortgagee shall have the right, but not the obligation, at the sole cost and expense of the Mortgagor, to conduct an environmental assessment of the Mortgaged Property by such Persons or firms appointed by the Mortgagee, and the Mortgagor shall cooperate in all respects in the conduct of such environmental assessment, including, without limitation, by providing reasonable access to the Mortgaged Property and to all Records relating thereto. To the extent that any environmental assessment identifies conditions which materially violate, or would reasonably be expected to give rise to material liability or material obligations under, Environmental Laws, or such violation, liability, or obligation would reasonably be expected to have a Property Material Adverse Effect, the Mortgagor agrees to expeditiously correct any such violation or respond to conditions giving rise to such liability or obligations in a manner which complies in all material respects with the Environmental Laws and mitigates associated material health and environmental risks. Mortgagor shall indemnify and hold the Mortgagee and each Holder harmless from and against all loss, cost, damage (including, without limitation, consequential damages) or expense (including, without limitation, reasonable attorneys' and consultants' fees and disbursements and the allocated costs of staff counsel) that the Mortgagee or the Holders may sustain by reason of the assertion against the Mortgagee or the Holders by any party of any claim relating to such Hazardous Materials on, under, or from the Mortgaged Property or actions t...
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Property Material Adverse Effect. Sellers shall promptly notify Purchaser if any Seller becomes aware of circumstances or conditions that could have a Property Material Adverse Effect or result in a breach on the part of Sellers of any of the representations, warranties and/or covenants set forth herein. If there is a Property Material Adverse Effect that results from a breach hereof on the part of Seller or if any representation or warranty of Sellers fails to be true on the Closing Date in a manner that results in a Property Material Adverse Effect, Purchaser shall have the right to elect to exclude the affected Property from the within purchase and sale.
Sample 1

Related to Property Material Adverse Effect

  • Company Material Adverse Effect Since the date of this Agreement, there shall not have been any Company Material Adverse Effect or any event, change, or effect that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

  • Parent Material Adverse Effect Since the date of this Agreement, there shall not have been any Parent Material Adverse Effect or any event, change, or effect that would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

  • No Company Material Adverse Effect Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect.

  • Material Adverse Effect The occurrence of any event or condition that has had, or could reasonably be expected to have, a Material Adverse Effect.

  • No Material Adverse Effect Since the date of this Agreement, there shall not have occurred any event, fact or circumstance, that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

  • No Parent Material Adverse Effect Since the date of this Agreement, there shall not have occurred any Parent Material Adverse Effect.

  • Absence of Company Material Adverse Effect Since the date of this Agreement, there shall not have been any event, change, effect or development that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect.

  • Financial Condition; No Material Adverse Effect (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present the financial condition of the Borrower and its subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

  • Notice of Material Adverse Effect The Company shall notify the Buyer (and any subsequent holder of the Debentures), as soon as practicable and in no event later than three (3) business days of the Company’s knowledge of any Material Adverse Effect on the Company. For purposes of the foregoing, “knowledge” means the earlier of the Company’s actual knowledge or the Company’s constructive knowledge upon due inquiry.

  • Absence of Material Adverse Effect Since the date of this Agreement, there shall not have been any event, change or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect.

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