Project Material Adverse Effect means, when used with reference to any event or circumstance, any event or circumstance which has had, or could reasonably be expected to have, a material adverse effect on the development, construction, improvement or process of the Project, including in respect of any infrastructure related to the Project or the access to or egress from the Project;
Project Material Adverse Effect means, with respect to a Company or Stagecoach II (i) any material and adverse effect on the assets, liabilities (other than liabilities that are included as such in the Closing Date Balance Sheet), condition (financial or otherwise), business, operations or affairs of a Company or Stagecoach II or the inability of a Company or Stagecoach II to carry out its business as currently being conducted by it as of the date hereof or the Closing Date, (ii) any material and adverse effect on the ability of a Company or Stagecoach II to meet its obligations under the Basic Documents on a timely basis, or (iii) any material and adverse effect on the ability of a Company or Stagecoach II to consummate the transactions under the Basic Documents; provided that in each case any effect that results in or is reasonably likely to result in, directly or indirectly, singly or in the aggregate with any other effect, any damage, loss, cost, obligation, demand, claim, assessment, judgment, liability or expense in excess of $2,000,000 shall, for purposes of this definition, be deemed to constitute a “material and adverse effect”; except in each case as a result of (a) any effect resulting from changes in the international, national or regional markets for natural gas or gas storage generally and which changes do not have a disproportionate affect on the Companies, Stagecoach II or the Purchased Assets, (b) any effect resulting from changes in the national or regional natural gas pipeline, storage or distribution system markets generally and which changes do not have a disproportionate affect on the Companies or the Purchased Assets, (c) any effect resulting from changes in Laws, including any general change in the amount or structure of rates or tariffs applicable to natural gas storage facilities, and which changes do not have a disproportionate affect on the Companies or the Purchased Assets, (d) any effect resulting from changes in economic, regulatory or political conditions generally or (e) any effect resulting from changes in weather conditions affecting the Purchased Assets or the businesses of the Companies or Stagecoach II.
Project Material Adverse Effect means any condition, circumstance, event or change that causes a material adverse change after the Agreement Time (a) in the business, condition (financial or otherwise), properties, assets of the Project or the Project Company, taken individually or as a whole, (b) the ability of the Seller or the Project Company to perform its obligations under or to consummate the Transactions, or (c) the validity or enforceability of any Transaction Document, excluding: (i) any event or condition resulting from or relating to changes or developments in Laws, the economy, financial markets or commodity markets; (ii) changes in international, national, regional, state or local wholesale or retail markets for power transmission or fuel supply or transportation or related products, including those due to actions by competitors; (iii) any event or condition generally applicable to the industries in which the Project Company or the Project may relate (including the solar, construction, electric generating, transmission or distribution industries), whether international, national, regional or local; (iv) any order or act of a Governmental Person affecting providers or users of generation, transmission or distribution of electricity generally, that imposes restrictions, regulations or other requirements thereon; (v) changes in general regulatory or political conditions, including any acts of war or terrorist activities; (vi) changes in national, regional, state or local electric interconnection, transmission or distribution procedures or systems; (vii) strikes, work stoppages or other labor disputes affecting third parties; (viii) increases in the costs of commodities or supplies, including those relating to solar facility components; (ix) effects of weather, meteorological or geological events; (x) national, regional, state or local changes in wholesale or retail electric power markets; (xi) changes in general national, regional or local economic or financial conditions (in the case of each of the immediately preceding clauses (i) through (xi), unless any such effect impacts a Project Company in a disproportionate manner relative to other solar electric power generation companies operating in the United States); (xii) any change, financial or otherwise, to the business, affairs or operations of Buyer or any of its Affiliates; or (xiii) any event or condition attributable to the announcement or pendency of the transactions contemplated by this Agreement.
Examples of Project Material Adverse Effect in a sentence
Each Employee Benefit Plan is and has been maintained and operated in compliance with the terms of such Employee Benefit Plan and with the requirements prescribed (whether as a matter of substantive Law or as necessary to secure favorable Tax treatment) by any and all Laws in effect from time to time, including ERISA and the Code, and applicable to such Plan, except where noncompliance would not reasonably be expected to have a Project Material Adverse Effect.
After the borrower has defaulted on the contract conditions as stated in the mortgage or deed of trust; death or other permanent property vacancy, delinquent taxes and/or insurance or incomplete property maintenance including required repairs as outlined in the original contract, the lender has the legal right to initiate foreclosure.
Stagecoach II is duly qualified to do business and in good standing as a foreign limited liability company in all jurisdictions in which the character of its properties owned or leased or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or in good standing would not have a Project Material Adverse Effect.
Each Company is duly qualified to do business and in good standing as a foreign limited liability company in all jurisdictions in which the character of its properties owned or leased or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or in good standing would not have a Project Material Adverse Effect.
The Project and the Project Company are in compliance with all requirements of the CSG Program Rules, and there are no material program disputes that have arisen after the Agreement Date that are pending before the Minnesota Public 16-10992-smb Doc 2372-1 Filed 02/01/17 Entered 02/01/17 12:04:38 Exhibit A Pg 31 of 175 25 4838-0620-7038.4 Utilities Commission that could have a Project Material Adverse Effect on the relevant Project.
More Definitions of Project Material Adverse Effect
Project Material Adverse Effect means any change, effect, event, circumstance, matter, occurrence or state of facts that (i) has, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, results of operations or financial condition of any APT Entity or Minority-Interest Entity or (ii) would, or would reasonably be expected to, individually or in the aggregate, prevent, impair or materially delay the Seller from consummating the transactions contemplated by this Agreement or promptly performing their obligations hereunder, other than, in the case of clause (i), any change, effect, event, circumstance, matter, occurrence or state of facts to the extent resulting from or attributable to (A) changes, declines or deteriorations in economic, social, political, regulatory, financial or capital markets conditions generally (in the United States, any other country or in the global economy generally) or in the wind energy industry except, in each case, to the extent having a materially disproportionate effect on any APT Entity or Minority-Interest Entity as compared to similarly situated participants in the wind energy industry, (B) industry or market events, occurrences, developments, circumstances or conditions generally applicable to (i) the local, regional, national or international electric generating, transmission or distribution industry, (ii) the local, regional, national or international wholesale or retail markets for electrical power, (iii) the local, regional, national or international fuel supply or fuel transportation markets, (iv) the local, regional, national or international electric generation, transmission or distribution systems or the operation thereof or (v) the costs imposed on generators of electricity in connection with the use of such systems, except, in the case of each of clauses (i) through (v) above, to the extent having a materially disproportionate effect on any APT Entity or Minority-Interest Entity as compared to similarly situated participants in the wind energy industry, (C) effects arising from any change, after the date hereof, in Law (including changes in Laws affecting owners and providers of electric generation, transmission or distribution), GAAP or other accounting principles, regulatory policy or industry standards or the enforcement thereof, except, in each case, to the extent having a materially disproportionate effect on such APT Entity or Minority-Interest Entity as compared to similarly si...
Project Material Adverse Effect means, with respect to an individual Project and the related Project Company:
Project Material Adverse Effect means any change, event or effect that is materially adverse to the business, assets (including without limitation intangible assets) financial condition or results of operations of any individual Material Project. Notwithstanding the foregoing, “Company Material Adverse Effect” and “Project Material Adverse Effect” shall not include events caused by general economic conditions (but shall include economic conditions applicable solely or principally to the hospitality or resort industries or to locations in which the Company and its Subsidiaries operate). The following projects shall constitute “Material Projects”: Orlando, Sandpiper, Bayshore, Crested Butte, Boca Chica, Clearwater, Marathon, Las Vegas, Sarasota, Tavernier and Islemorada. “Optioned Property Provider” shall mean the entities set forth on Schedule 2.15(c) attached hereto. The following projects shall constitute the “Optioned Property Projects”: (a) Bayshore, Clearwater, Orlando, Islemorada, Marathon, Sombrero, Sarasota and Tavernier and (b) if the Closing is consummated for an Optioned Property Provider, the owner of an Optioned Property Provider or any affiliate thereof to acquire any of the following properties then: Sandpiper and/or Crested Butte. If an exception is adequately disclosed in any one section of the Company Disclosure Schedules, it should be deemed disclosed for purposes of each other section of the Company Disclosure Schedules where it is reasonably apparent that such exception is applicable.
Project Material Adverse Effect shall not include events caused by general economic conditions (but shall include economic conditions applicable solely or principally to the hospitality or resort industries or to locations in which the Company and its Subsidiaries operate). The following projects shall constitute “Material Projects”: Orlando, Sandpiper, Bayshore, Crested Butte, Boca Chica, Clearwater, Marathon, Las Vegas, Sarasota, Tavernier and Islemorada. “Optioned Property Provider” shall mean the entities set forth on Schedule 2.15(c) attached hereto. The following projects shall constitute the “Optioned Property Projects”: (a) Bayshore, Clearwater, Orlando, Islemorada, Marathon, Sombrero, Sarasota and Tavernier and (b) if the Closing is consummated for an Optioned Property Provider, the owner of an Optioned Property Provider or any affiliate thereof to acquire any of the following properties then: Sandpiper and/or Crested Butte. If an exception is adequately disclosed in any one section of the Company Disclosure Schedules, it should be deemed disclosed for purposes of each other section of the Company Disclosure Schedules where it is reasonably apparent that such exception is applicable.
Project Material Adverse Effect or similar materiality qualifications set forth therein) at and as of the Closing as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except where the failure of any such representation or warranty to be true and correct (without giving effect to any limitation as to “materiality”, “Project Material Adverse Effect” or similar materiality qualifications set forth therein), individually or in the aggregate, has not had and would not reasonably be expected to have a Project Material Adverse Effect, and (ii) the representations and warranties of the Buyer contained in Section 4.1, Section 4.2 and Section 4.7 shall be true and 44 correct at and as of the Closing as if made at and as of such time, except where the failure of any such representation or warranty to be true and correct would be de minimis.
Project Material Adverse Effect or similar materiality qualifications set forth therein), individually or in the aggregate, has not had and would not reasonably be expected to have a Project Material Adverse Effect, and (ii) the representations and warranties of the Seller contained in Section 3.1, Section 3.2, Section 3.3 and Section 3.21 shall be true and correct at and as of the Closing as if made at and as of such time, except where the failure of any such representation or warranty to be true and correct would be de minimis.
Project Material Adverse Effect means any event, occurrence, change or effect of whatever nature that, individually or in the aggregate, has a material adverse impact on any Project (including any material adverse impact on the ability of the Company or any Project Company to acquire, permit, develop, finance, construct, interconnect, own, operate or achieve timely Commercial Operation of, any Project), or any Project Company Business (as defined inSection 3.1(h)); provided, however, that in no event shall any of the following be deemed, either alone or in combination, to constitute, nor shall any of the following be taken into account in determining whether there has been, a Project Material Adverse Effect: (i) subject to clause (iii) below (solely as to changes in Law in Italy), any effect that results primarily from changes in general economic, regulatory or political conditions, (ii) any effect that results directly from anyaction taken or not taken pursuant to the express provisions of this Agreement, (iii) any effect that results from changes in applicable Law (other than changes in Law in Italy) or in International Financial Reporting Standards (except, to the extent such changes have had a disproportionate effect on a Project or the Company and the Subsidiaries taken as a whole), (iv) any effect that results from the failure of the Company and the Subsidiaries to meet financial projections, it being understood that the underlying cause of the failure to meet financial projections may be deemed to constitute and may be taken into account in determiningwhether there has been a Project Material Adverse Effect, (v) any effect that results directly from any action taken or not taken by Purchaser or any of itsAffiliates, including pursuant to any Contracts with the Company or any Subsidiary, other than actions (excluding breaches) under this Agreement or any Related Agreement and actions by Purchaser or its Affiliates in response to a breach by the Company or a Subsidiary under another Contract or (vi) with respect to Projects other than the Montalto Projects, any event, occurrence or change resulting in a reduction of the potential installed capacity of such Project to a level below the Minimum Installed Capacity for such Project, where such reduction would not be reasonably likely to cause such Project to not be Viable.