Adverse Matters definition

Adverse Matters any change in the SW2 Enterprise Centre or any terms contained in a Planning Permission, Planning Agreement, Infrastructure Agreement or a Statutory Consent or any other agreement with a third party which would or may: alter the Internal Area of the SW2 Enterprise Centre Development by more than five per cent; materially alter the layout of the SW2 Enterprise Centre Development; materially alter the external appearance of the SW2 Enterprise Centre Development; delay the Date of Practical Completion; restrict the permitted use or uses of the SW2 Enterprise Centre Development; or reduce the value of the completed SW2 Enterprise Centre Development in the open market;
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Adverse Matters means any material facts or circumstances relating to the status of the Property and/or the Outlot Parcels constituting inaccuracies in the Disclosure Materials or matters discovered in the course of on-site inspections of the Property and/or the Outlot Parcels (provided that any such matters which are reimbursable by tenants pursuant to the terms of the Leases shall not be "Adverse Matters" for purposes of this Agreement) that are identified by Acquiror prior to the expiration of the Confirmation Period in accordance with the provisions of this Agreement and that diminish the fair market value of such Property and/or the Outlot Parcels; provided, however, that in no event shall any of the following constitute Adverse Matters: (i) any matters included or disclosed in the Disclosure Materials set forth in the Disclosure Materials List & Statement, (ii) economic, competitive, general or specific market conditions, (iii) the Permitted Exceptions, (iv) methodologies of or express assumptions in financial projections, calculations or reports included within the Disclosure Materials set forth in the Disclosure Materials List & Statement, or (v) any matters otherwise known by Acquiror as of the date of this Agreement.
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Adverse Matters any change in the SW2 Enterprise Centre or any
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Examples of Adverse Matters in a sentence

  • The Parties acknowledge and agree that this Release represents the full and complete release of the Parties with respect to the Adverse Matters and this Release supersedes and replaces any prior releases, whether oral or written, and any amendments or modifications of this Release must be in writing and executed by both Parties to be effective.

  • If the parties cannot reach resolution of Alleged Adverse Matters within the time period specified above, Closing shall not be delayed, postponed or canceled, but either party has the right, exercisable within sixty (60) days after the Closing Date, to refer the same to arbitration in accordance with Article 13.

  • Buyer's notice of Alleged Adverse Matters shall include a description and full explanation of each such matter being claimed and a value which Buyer in good faith attributes to such matter.

  • Buyer's failure to deliver to Transferors on or prior to the Approval Date the Buyer's Termination Notice, shall be deemed conclusively as Buyer's confirmation of the absence of any Material Adverse Matters Amounts and Buyers election to waive its termination rights pursuant to this Section 4(f), and to proceed with the acquisition of the Properties hereunder.

  • Buyer shall have the right to terminate this Agreement pursuant to Section 13(a) on or before the Approval Date only if, on or prior to the Approval Date, Buyer shall deliver to Transferors written notice asserting, in Buyer's good faith determination, the existence of Material Adverse Matters Amounts as to the Property only (i) with respect to Investigation Matters, and (ii) if the aggregate total of Material Adverse Matters Amounts exceeds 2% of the Consideration ("Buyer's Termination Notice").

  • PIECEWORK RATES MANUAL TREE PLANTING RATES (Per Tree) May POWER SAW RENTAL A day worker using his power saw at Company request will be paid a power saw rental of: eleven dollars ($1 per eight (8) hour day or shift when felling and and twelve dollars 2.00) per eight (8) hour day or shift when bucking at a landing on a skidding operation.

  • Subject to the terms of Article 13, the decision of the arbitrators regarding such dispute over Alleged Adverse Matters shall be final as between the parties.

  • Nevertheless, during the Confirmation Period, Buyer shall be permitted to make a further review of information relating solely to the matters described on Exhibit N attached hereto (the "Investigation Matters") to determine whether any Material Adverse Matters Amounts exist with respect to the Properties and the extent of any such Material Adverse Matters Amount.

  • In addition, if Contributor shall have elected to pursue arbitration pursuant to clause (C) of SECTION 3.2(D), Contributor shall have the right to require that the Closing occur on the Closing Date prior to the conclusion of the arbitration, in which event the parties shall be obligated to Close this transaction on the Closing Date and the Contribution Consideration shall be reduced by the excess of the Adverse Matters Amount over the Materiality Threshold Amount as determined by such arbitration.

  • For purposes hereof "material" means (i) as to each Alleged Adverse Matter a value or effect net to Seller's interest in the Properties greater than Twenty-Five Thousand Dollars (US $25,000) and (ii) as to all Alleged Adverse Matters a value or effect net to Seller's interest in the Properties greater than Two Hundred Fifty Thousand Dollars (US $250,000) in the aggregate.


More Definitions of Adverse Matters

Adverse Matters any change in the Development Works or any
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Adverse Matters means any material facts or circumstances relating to the status of the Property and/or the Outlot Parcels constituting inaccuracies in the Disclosure Materials or matters discovered in the course of on-site inspections of the Property and/or the Outlot Parcels (provided that any such matters which are reimbursable by tenants pursuant to the terms of the Leases shall not be "Adverse Matters" for purposes of this Agreement) that are
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Adverse Matters means any material facts or circumstances relating to the status of the Property constituting inaccuracies in the Disclosure Materials or matters discovered in the course of on-site inspections of the Property (provided that any such matters which are reimbursable by tenants pursuant to the terms of the Leases shall not be "Adverse Matters" for 1 purposes of this Agreement) that are identified by Acquiror prior to the expiration of the Confirmation Period in accordance with the provisions of this Agreement and that diminish the fair market value of such Property; provided, however, that in no event shall any of the following constitute Adverse Matters: (i) any matters included or disclosed in the Disclosure Materials set forth in the Disclosure Materials List & Statement, (ii) economic, competitive, general or specific market conditions, (iii) the Permitted Exceptions, (iv) methodologies of or express assumptions in financial projections, calculations or reports included within the Disclosure Materials set forth in the Disclosure Materials List & Statement, or (v) any matters otherwise known by Acquiror as of the date of this Agreement.
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Adverse Matters means any material facts or circumstances relating to the status of the Property constituting inaccuracies in the Disclosure Materials or matters discovered in the course of on-site inspections of the Property
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Related to Adverse Matters

  • Disclosed Matters means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06.

  • Legal Matters In the opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, General Counsel of Prospect Administration, administrator for Prospect Capital Corporation, a Maryland corporation (the “Company”), the certificates evidencing the Notes (the “Note Certificates”) constitute the valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms under the laws of the State of New York subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This opinion is given as of the date hereof and is limited to the law of the State of New York as in effect on the date hereof. In addition, this opinion is subject to the same assumptions and qualifications stated in the letter of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, LLP dated March 8, 2012, filed as Exhibit (l)(5) to the Company’s registration statement on Form N-2 (File No. 333-176637) and to the further assumptions that (i) the Note Certificates have been duly authorized by all requisite corporate action on the part of the Company and duly executed by the Company under Maryland law, and (ii) they were duly authenticated by the Trustee and issued and delivered by the Company against payment therefor in accordance with the terms of the Amended and Restated Selling Agent Agreement and the Indenture. Capitalized terms used in this paragraph without definition have the meanings ascribed to them in the accompanying prospectus supplement.

  • staff matters means the remuneration, conditions of service, promotion, conduct, suspension, dismissal or retirement of staff;

  • Adverse impact means any deleterious effect on waters or wetlands, including their quality, quantity, surface area, species composition, aesthetics or usefulness for human or natural uses which are or may potentially be harmful or injurious to human health, welfare, safety or property, to biological productivity, diversity, or stability or which unreasonably interfere with the enjoyment of life or property, including outdoor recreation.

  • Environmental Matter means any past, present or future activity, event or circumstance in respect of the environment, health or safety including the Release of any Hazardous Substance including any substance which is hazardous to Persons, animals, plants, or which has a detrimental effect on the soil, air or water, or the generation, treatment, storage, use, manufacture, holding, collection, processing, treatment, presence, transportation or disposal of any Hazardous Substances.