Vote Loss Event definition

Vote Loss Event means (a) with respect to Operating Member, (i) Operating Member shall have been removed as Managing Member for cause (unless resulting from a Change in Control or Key Person Event resulting from the death of the Key Person), (ii) Operating Member shall have failed to return any distributions pursuant to the provisos in Sections 4.02(a), Section 4.03(a) or Section 4.06 and MN Retail has returned such distributions, (iii) Operating Member or its Affiliate shall have been removed as Property Manager under the Property Management Agreement “for cause”, (iv) the occurrence of a “for lack of performance” event or (v) the reduction of Operating Member’s Category A Percentage Interest or Category B Percentage Interest to less than five percent (5%); (b) with respect to TRS, (i) the occurrence of any event described in sub-clauses (i) through (iv) of clause (a) above with respect to Operating Member at a time when Operating Member is the investment advisor of TRS, (ii) TRS shall have failed to return any distributions pursuant to the provisos in Section 4.02(a) or Section 4.06 and MN Retail has returned such distributions, or (iii) the reduction of TRS’ Category A Percentage Interest to less than five percent (5%), except in connection with a Transfer by TRS to REIT; (c) with respect to REIT, (i) the occurrence of any event described in sub-clauses (i) through (iv) of clause (a) above with respect to Operating Member at a time when Operating Member is the investment advisor of REIT, (ii) REIT shall have failed to return any distributions pursuant to the provisos in Section 4.03(a) or Section 4.06 and MN Retail has returned such distributions, or (iii) the reduction of REIT’s Category B Percentage Interest to less than five percent (5%); and (d) with respect to MN Retail, the reduction of MN Retail’s Category A Percentage Interest or Category B Percentage Interest to less than five percent (5%).
Sample 1
Vote Loss Event means (a) with respect to Operating Member, (i) Operating Member shall have been removed as Managing Member for cause (unless resulting from a Change in Control or Key Person Event resulting from the death of the Key Person), (ii) Operating Member shall have failed to return any distributions pursuant to the provisos in Section 4.02(a) or Section 4.05 and GAP has returned such distributions, (iii) Operating Member or its Affiliate shall have been removed as Property Manager under the Property Management Agreement “for cause”, (iv) the occurrence of a “for lack of performance” event or (v) the reduction of Operating Member’s Percentage Interest to less than one half of one percent (0.5%); (b) with respect to SRT, (i) the occurrence of any event described in sub-clauses (i) through (iv) of clause (a) above with respect to Operating Member at a time when Operating Member is the investment advisor of SRT, (ii) SRT shall have failed to return any distributions pursuant to the provisos in Section 4.02(a) or Section 4.05 and GAP has returned such distributions, (iii) the reduction of SRT’s Percentage Interest to less than ten percent (10%) or (iv) an SRT Material Breach shall have occurred; and (c) with respect to GAP, the reduction of GAP’s Percentage Interest to less than ten percent (10%).
Sample 1

Related to Vote Loss Event

  • Data Loss Event means any event that results, or may result, in unauthorised access to Personal Data held by the Contractor under this Agreement, and/or actual or potential loss and/or destruction of Personal Data in breach of this Agreement, including any Personal Data Breach.

  • Loss Event means (A) an annual pre-tax loss at GS Inc. or (B) annual negative revenues in one or more reporting segments as disclosed in the Firm’s Form 10-K other than the Investing & Lending segment, or annual negative revenues in the Investing & Lending segment of $5 billion or more, provided in either case that you are employed in a business within such reporting segment.

  • Property Loss Event means any loss of or damage to property of Group or any Subsidiary thereof that results in the receipt by such Person of proceeds of insurance in excess of $2,000,000 or any taking of property of Group or any Subsidiary thereof that results in the receipt by such Person of a compensation payment in respect thereof in excess of $2,000,000.

  • SF1-4 Intrinsic Loss Estimate means total losses under this Single Family Shared-Loss Agreement in the amount of eighteen million dollars ($18,000,000.00).

  • Cumulative Loss Trigger Event With respect to any Distribution Date, a Cumulative Loss Trigger Event exists if the quotient (expressed as a percentage) of (x) the aggregate amount of Realized Losses incurred since the Cut-off Date through the last day of the related Prepayment Period divided by (y) the Cut-off Date Pool Principal Balance exceeds the applicable cumulative loss percentages set forth below with respect to such Distribution Date: Distribution Date Occurring In Cumulative Loss Percentage ------------------------------ -------------------------- May 2008 through April 2009 1.400% for the first month, plus an additional 1/12th of 1.700% for each month thereafter (e.g., 2.250% in November 2008) May 2009 through April 2010 3.100% for the first month, plus an additional 1/12th of 1.700% for each month thereafter (e.g., 3.950% in November 2009) May 2010 through April 2011 4.800% for the first month, plus an additional 1/12th of 1.400% for each month thereafter (e.g., 5.500% in November 2010) May 2011 through April 2012 6.200% for the first month, plus an additional 1/12th of 0.700% for each month thereafter (e.g., 6.550% in November 2011) May 2012 and thereafter 6.900%

  • Intrinsic Loss Estimate means total losses under the shared loss agreements in the amount of eighty one million dollars ($81,000,000).

  • Foreclosure Loss means the loss realized when the Assuming Institution has completed the foreclosure on a Single Family Shared-Loss Loan and realized final recovery on the collateral through liquidation and recovery of all insurance proceeds. Each Foreclosure Loss shall be calculated in accordance with the form and methodology specified in Exhibits 2c(1)-(3).

  • Special Hazard Loss Coverage Amount With respect to the first Distribution Date, $10,348,874. With respect to any Distribution Date after the first Distribution Date, the lesser of (a) the greatest of (i) 1% of the aggregate of the principal balances of the Mortgage Loans, (ii) twice the principal balance of the largest Mortgage Loan and (iii) the aggregate of the principal balances of all Mortgage Loans secured by Mortgaged Properties located in the single California postal zip code area having the highest aggregate principal balance of any such zip code area and (b) the Special Hazard Loss Coverage Amount as of the Closing Date less the amount, if any, of Special Hazard Losses allocated to the Certificates since the Closing Date. All principal balances for the purpose of this definition will be calculated as of the first day of the calendar month preceding the month of such Distribution Date after giving effect to Scheduled Payments on the Mortgage Loans then due, whether or not paid.

  • Excess Loss The amount of any (i) Fraud Loss realized after the Fraud Loss Coverage Termination Date, (ii) Special Hazard Loss realized after the Special Hazard Coverage Termination Date or (iii) Bankruptcy Loss realized after the Bankruptcy Coverage Termination Date.

  • Initial Bankruptcy Loss Coverage Amount $226,715.

  • Net Casualty Proceeds means, with respect to any Casualty Event, the amount of any insurance proceeds or condemnation awards received by the Borrower or any of its U.S. Subsidiaries in connection with such Casualty Event (net of all collection or similar expenses related thereto), but excluding any proceeds or awards required to be paid to a creditor (other than the Lenders) which holds a first priority Lien permitted by clause (d) of Section 7.2.3 on the property which is the subject of such Casualty Event.

  • Total Intrinsic Loss Estimate means the sum of the SF1-4 Intrinsic Loss Estimate in the Single Family Shared-Loss Agreement, and the Commercial Intrinsic Loss Estimate in the Commercial Shared-Loss Agreement, expressed in dollars.

  • Net Loss Proceeds means, with respect to any Event of Loss, the proceeds in the form of (a) cash or Cash Equivalents and (b) insurance proceeds, condemnation awards or damages awarded by any judgment, in each case received by an Obligor from such Event of Loss net of:

  • Tax Loss means the taxable income or tax loss of the Trust, determined in accordance with Section 703(a) of the Code, for each Fiscal Year as determined for federal income tax purposes, together with each of the Trust's items of income, gain, loss or deduction which is separately stated or otherwise not included in computing taxable income and tax loss.

  • Special Hazard Loss Amount As of any Distribution Date, an amount equal to $5,477,967.00 minus the sum of (i) the aggregate amount of Special Hazard Losses allocated solely to the Class B Certificates in accordance with Section 4.02(a) and (ii) the Special Hazard Adjustment Amount (as defined below) as most recently calculated. For each anniversary of the Cut-Off Date, the Special Hazard Adjustment Amount shall be calculated and shall be equal to the amount, if any, by which the amount calculated in accordance with the preceding sentence (without giving effect to the deduction of the Special Hazard Adjustment Amount for such anniversary) exceeds the greater of (A) the product of the Special Hazard Percentage for such anniversary multiplied by the outstanding principal balance of all the Mortgage Loans on the Distribution Date immediately preceding such anniversary, (B) twice the outstanding principal balance of the Mortgage Loan in the Trust Estate which has the largest outstanding principal balance on the Distribution Date immediately preceding such anniversary and (C) that which is necessary to maintain the original ratings on the Certificates as evidenced by letters to that effect delivered by Rating Agencies to the Master Servicer and the Trust Administrator. On and after the Cross-Over Date, the Special Hazard Loss Amount shall be zero.

  • Bankruptcy Loss Coverage Amount As of any date of determination, the Bankruptcy Loss Coverage Amount shall equal the Initial Bankruptcy Loss Coverage Amount as reduced by (i) the aggregate amount of Bankruptcy Losses allocated to the Certificates since the Cut-off Date and (ii) any permissible reductions in the Bankruptcy Loss Coverage Amount as evidenced by a letter of each Rating Agency to the Trustee to the effect that any such reduction will not result in a downgrading, qualification or withdrawal of the then current ratings assigned to the Classes of Certificates rated by it.

  • Event of Loss Proceeds means, with respect to any proceeds from any Event of Loss, all Satellite insurance proceeds received by the Issuer or any of the Restricted Subsidiaries in connection with such Event of Loss, after

  • Excess Fraud Loss Any Fraud Loss, or portion thereof, which exceeds the then applicable Fraud Loss Amount.

  • Credit Event Net Loss With respect to any Credit Event Reference Obligation, an amount equal to the excess, if any, of (a) the sum of: (i) the related Credit Event UPB; (ii) the total amount of prior principal forgiveness modifications, if any, on the related Credit Event Reference Obligation; and (iii) delinquent accrued interest thereon, calculated at the related Current Accrual Rate from the related last paid interest date through the date Freddie Mac determines such Reference Obligation has been reported as a Credit Event Reference Obligation, over (b) the related Net Liquidation Proceeds.

  • Consolidated Net Loss for any fiscal period, means the amount which, in conformity with GAAP, would be set forth opposite the caption "net income" (or any like caption), as the case may be, on a consolidated statement of earnings of the Borrower and its Subsidiaries, if any, for such fiscal period.

  • Liquidating Losses means any net loss realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership (including upon the occurrence of any event of liquidation of the Partnership), including but not limited to net loss realized in connection with an adjustment to the book value of Partnership assets under Section 6.2 hereof.

  • Final Shared-Loss Recovery Month means the calendar month in which the tenth anniversary of the Commencement Date occurs.

  • Operating Loss means a negative Operating Profit.

  • Economic loss means any of the following types of pecuniary harm:

  • Total Loss Proceeds means the proceeds of any insurance or any compensation or similar payment arising in respect of a Total Loss.

  • Casualty Loss means, with respect to any item of Equipment, the loss, theft, damage beyond repair or governmental condemnation or seizure of such item of Equipment.