Impairment Event definition

Impairment Event means any of the following by Purchaser or its Affiliate: (a)(i) the Sale of any Essential Cellular Patent to any third party, or (ii) the Sale to a third party in a single transaction of more than [***] percent ([***]%), or in aggregate [***] percent ([***]%), of the Assigned Patents (other than the Essential Cellular Patents); or (b) [***]. Notwithstanding the foregoing, an Impairment Event shall exclude (x) any Sale of an Assigned Patent (i) to any Affiliate of Purchaser, or (ii) in connection with the transfer or sale of all or substantially all of its business or assets to which this Agreement relates, or in the event of its merger, consolidation, recapitalization, liquidation, dissolution, Change of Control or similar transaction, provided that (A) any such assignee shall assume all obligations of Purchaser under this Agreement applicable to such Assigned Patent that is the subject of such Sale, and (B) if the Purchaser continues to be a separate legal entity after such Sale, Purchaser shall continue to be liable for all its obligations under this Agreement (including without limitation such Assigned Patent), and (y) [***].
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Impairment Event means (i) the existence of a Negative Equity Position, provided, however, that notwithstanding the requirements of GAAP, any amounts outstanding under the 8% Subordinated Notes and any amounts outstanding under any debt securities issued
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Impairment Event with respect to any item of Equipment, Lessor's breach of its agreements in Section 16(d).
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Examples of Impairment Event in a sentence

  • All funds raised or collected by or for school approved student groups will be receipted, deposited and accounted for in accordance with Oregon law and applicable district policy and procedures.

  • Within sixty (60) days following its receipt of written notice from AAF of an Impairment Event, the Authority shall provide or cause to be provided to AAF its written analysis of the Impairment Event and its plan to address the Impairment Event so that the portion of the State Road 528 or other part of the Authority’s System affected by the Impairment Event is restored to good repair, working order and condition within a reasonable time period based upon the circumstance.

  • Each of a Concentration Event, a Credit Impairment Event, a Deleverage Event, an FX Sensitivity Event, an Unremedied FX Sensitivity Event, a Liquidity Event and a Rate Sensitivity Event (as defined below) is a "Rebalancing Event".

  • Upon the occurrence of a Collateral Impairment Event, Borrower shall immediately pay to Lender, as a prepayment on the Note, an amount such that, after giving effect to such payment, the Advance Ratio exceeds the NPV Ratio.

  • Of course, among the criteria set forth in the literature, for example, Bilisik, Caglar and Bilisik (2012) [30], there are criteria which are to be used for evaluating both potential and actual suppliers.

  • Impairment Event means either: (a) the recognition of an impairment to a Scheme-Backed Loan by a Participating Lender or the write-off of a Scheme-Backed Loan in accordance with Lender Policies as consistently applied in relation to all unsecured loans to SMEs of the Participating Lender (to the extent applicable); or (b) any write down or forgiveness of the amount of any Scheme-Backed Loan in accordance with a decision of the Australian Financial Complaints Authority.

  • These officers were released before the issuance of the policy letter dated 26 September 2008.

  • Payment Dates; Amounts: a) Upon receipt by the Trust of any Sale Proceeds of Term Assets and Eligible Investments in connection with the sale thereof for a mandatory prepayment of the Notes or Certificates, or in connection with the outstanding principal balance of the Notes and Certificates on the Termination Date (unless an Asset Impairment Event has then occurred), the Trust will pay immediately to West LB the amount of such Sale Proceeds.

  • Concurrent with the occurrence of an Impairment Event, Purchaser shall pay to Nokia the applicable Impairment PaymentAmount (the “Impairment Payment”).

  • Concurrent with the occurrence of an Impairment Event, Purchaser shall pay to Nokia the applicable Impairment Payment Amount (the “Impairment Payment”).


More Definitions of Impairment Event

Impairment Event means the occurrence of any default or event of default however described under the terms of an Eligible Asset held in the Asset Pool or any Hedging Arrangements or any other event or circumstance in respect of such Eligible Asset or otherwise which in the opinion of BEALF is likely to have a negative impact on the returns generated by such Eligible Asset;
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Impairment Event means that: (a) Tenant's use of or access to all or any material portion of the Building for the conduct of Tenant's business is materially impaired as the result of the gross negligence or willful misconduct of Landlord, whether due to an interruption of essential utility services (i.e., electrical, water or sewer), the existence of Hazardous Materials, or otherwise; (b) such impairment does not arise in whole or in part as a result of an act or omission of Tenant or any Tenant Entities; (c) such impairment is not caused by a fire or other casualty (in which case the provisions in Article 21 will apply); and (d) such impairment continues for a consecutive period of three (3) or more business days after Landlord receives written notice of such impairment, including Saturdays and Sundays if Tenant is then operating its business in the Building seven (7) days per week. If an Impairment Event occurs, then as its sole and exclusive remedy therefor, Tenant shall be entitled to an equitable abatement of monthly Base Rent and additional rent under this Lease based upon the portion of the Building affected thereby (provided that if the operation of Tenant's business from the remainder of the Building not affected thereby is not reasonably practicable under the circumstances and Tenant in fact does not operate its business from the remainder of the Building, all monthly Base Rent and additional rent under this Lease shall be subject to such abatement), commencing upon the expiration of said three (3) consecutive business day period after Landlord receives written notice of such impairment from Tenant and continuing until such material impairment is cured; provided further, however, that if Landlord is diligently pursuing the repair of such impairment and, if applicable to the nature of such impairment, Landlord provides substitute services reasonably suitable for Tenant's purposes and Tenant is thereafter able to fully conduct its business in the Building as usual, then there shall not be any abatement of Base Rent or additional rent.
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Related to Impairment Event

  • Replacement Event shall have the meaning specified in Section 11.16.

  • Payment Event means any of the following:

  • Significant Event means any Amortization Event or Event of Default.

  • Value Adjustment Event means, with respect to any Loan Asset, the occurrence of any one or more of the following events after the related Cut-Off Date:

  • Adjustment Event means each of the following events:

  • Repayment Event means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

  • Reinvestment Event any Asset Sale or Recovery Event in respect of which the Borrower has delivered a Reinvestment Notice.

  • Incipient Event of Termination means an event that but for notice or lapse of time or both would constitute an Event of Termination.

  • Extraordinary Adjustment Event means any of the following events as they relate to the Reference In- strument:

  • Payment Event of Default means an Event of Default specified in Section 7.1(a).

  • Optimal Adjustment Event With respect to any Class of Class B Certificates and any Distribution Date, an Optimal Adjustment Event will occur with respect to such Class if: (i) the Principal Balance of such Class on the Determination Date succeeding such Distribution Date would have been reduced to zero (regardless of whether such Principal Balance was reduced to zero as a result of principal distribution or the allocation of Realized Losses) and (ii) (a) the Principal Balance of any Class of Class A Certificates would be subject to further reduction as a result of the third or fifth sentences of the definition of Principal Balance or (b) the Principal Balance of a Class of Class B Certificates with a lower numerical designation would be reduced with respect to such Distribution Date as a result of the application of clause (ii) of the definition of Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3 Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance or Class B-6 Principal Balance.

  • Adjustment Events (A) the Partnership makes a distribution on all outstanding OP Units in Partnership Units, (B) the Partnership subdivides the outstanding OP Units into a greater number of units or combines the outstanding OP Units into a smaller number of units, or (C) the Partnership issues any Partnership Units in exchange for its outstanding OP Units by way of a reclassification or recapitalization of its OP Units. If more than one Adjustment Event occurs, the adjustment to the Class B Units need be made only once using a single formula that takes into account each and every Adjustment Event as if all Adjustment Events occurred simultaneously. For the avoidance of doubt, the following events shall not be Adjustment Events: (x) the issuance of Partnership Units in a financing, reorganization, acquisition or other similar business transaction, (y) the issuance of Partnership Units pursuant to any employee benefit or compensation plan or distribution reinvestment plan, or (z) the issuance of any Partnership Units in respect of a capital contribution to the Partnership, including a contribution by the General Partner of proceeds from the sale of securities by the General Partner. If the Partnership takes an action affecting the OP Units other than actions specifically described above as Adjustment Events and, in the opinion of the General Partner such action would require an adjustment to the Class B Units to maintain the one-to-one correspondence described above, the General Partner shall have the right to make such adjustment to the Class B Units, to the extent permitted by law, in such manner and at such time as the General Partner, in its sole discretion, may determine to be appropriate under the circumstances. If an adjustment is made to the Class B Units as herein provided, the Partnership shall promptly file in the books and records of the Partnership an officer’s certificate setting forth such adjustment and a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error. Promptly after the filing of such certificate, the Partnership shall mail a notice to each holder of Class B Units setting forth the adjustment to his, her or its Class B Units and the effective date of such adjustment.

  • Potential Adjustment Event means any of the following:

  • Amendment Event means that Counterparty amends, modifies, supplements or obtains a waiver in respect of any term of the Indenture or the Convertible Notes governing the principal amount, coupon, maturity, repurchase obligation of Counterparty, redemption right of Counterparty, any term relating to conversion of the Convertible Notes (including changes to the conversion price, conversion settlement dates or conversion conditions), or any term that would require consent of the holders of not less than 100% of the principal amount of the Convertible Notes to amend, in each case without the prior consent of Dealer.

  • Relevant Event means any Termination Event, Mandatory Prepayment Event or Further Novation Event, or any event which only with the passage of time, the giving of any notice or the fulfilment of any other condition (or a combination thereof) would constitute a Termination Event, Mandatory Prepayment Event or Further Novation Event;

  • ii) Event means any event described in Section 11(a)(ii) hereof.

  • Announcement Event means the occurrence of an Announcement Date in respect of a Merger Event or Tender Offer, notwithstanding the fact that such Merger Date or Tender Offer Date may not, or may not be anticipated to, occur on or prior to the Valuation Date for the related Component. The definition of “Announcement Date” in Section 12.1(l) of the Equity Definitions shall be amended by (a) replacing the word “leads” in the third line thereof and in the fifth line thereof with the words “could lead (as determined by the Calculation Agent)” (b) deleting the word “firm” in the second and fourth lines thereof and (c) inserting the words “, and any publicly announced change or amendment to such an announcement (including the announcement of an abandonment of such intention)” at the end of clauses (i) and (ii) thereof. Consequences of Merger Events: Merger Event:

  • Put Event means the occurrence of any of the following:

  • Default Event means an event or circumstance which leads Operator to determine that a Venue User is or appears to be unable or likely to become unable to meet its obligations in respect of an Order or Transaction or to comply with any other obligation under an Agreement or Applicable Law.

  • Enforcement Event means an Event of Default.

  • Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event.

  • Index Adjustment Event means, in respect of the Index, an Administrator/Benchmark Event, an Index Cancellation, an Index Disruption or an Index Modification.

  • Load Management Event means a) a single temporally contiguous dispatch of Demand Resources in a Compliance Aggregation Area during an Operating Day, or b) multiple dispatches of Demand Resources in a Compliance Aggregation Area during an Operating Day that are temporally contiguous.

  • Knock-out Event means the event as defined in §4(4).

  • Prepayment Event means any Asset Sale Prepayment Event, Debt Incurrence Prepayment Event, Casualty Event or any Permitted Sale Leaseback.

  • Trigger Event shall have the meaning specified in Section 14.04(c).