Disapproved Matters Clause Samples

The Disapproved Matters clause defines specific actions, decisions, or transactions that require prior approval from a designated party, often a majority or key stakeholder, before they can proceed. In practice, this clause typically lists certain business activities—such as incurring significant debt, entering into major contracts, or making structural changes to the company—that cannot be undertaken without explicit consent. Its core function is to protect the interests of stakeholders by ensuring that critical or potentially risky decisions are subject to oversight and cannot be made unilaterally.
Disapproved Matters. (i) For a period commencing on the Effective Date and ending on April 29, 2005 (the “Title Review Period”), Buyer shall have the right, by written notice to Seller (a “Disapproval Notice”), to disapprove any matter relating to title of the Property. (ii) If any material matter relating to title of the Property first arises after the expiration of the Title Review Period, and is not created or caused by Buyer, then Buyer shall have the right to disapprove such matter by delivering a Disapproval Notice to Seller within five (5) days after Buyer first becomes aware of such matter. (iii) All matters relating to title to the Property to which Buyer objects pursuant to Section 3.3(a)(i) or 3.3(a)(ii) above shall be referred to as “Disapproved Matters.” All matters relating to title to the Property which are not Disapproved Matters shall be deemed approved by Buyer.
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Disapproved Matters. Except to the extent that Seller, as of the Second Amendment Date, (i) may already have caused the Title Company and/or the Surveyor to remove from the Commitments and/or the Surveys any Disapproved Matter raised as an objection in Buyer’s written notice (dated October 14, 2005) under Section 3(b) of the Original Agreement (the “Disapproved Matters Notice”), or (ii) may have obtained one or more endorsements to the pertinent Commitment(s) providing affirmative title insurance coverage insuring against the effect of any such Disapproved Matter, Buyer hereby expressly waives Buyer’s right further to object to any Uncured Title Matters or Missing Endorsements listed in the Disapproved Matters Reply, or to object to Seller’s efforts to remove, cure, or insure over any of the same. Further, Buyer agrees (i) that (with only the limited exceptions produced by Seller’s past efforts, as enumerated under (i) and (ii), above, of this Section 2(c)) all such Uncured Title Matters shall be Permitted Encumbrances under the Purchase Agreement, and (ii) that Seller shall not be in default of any covenant or obligation under the Purchase Agreement if Seller shall deliver the Title Policies without the Missing Endorsements. Notwithstanding the foregoing, however, Seller hereby agrees that, as provided in Section 3(b)(2) of the Original Agreement, Seller shall continue, prior to the Closing Date, to use good faith efforts to assist Buyer in addressing and resolving any Uncured Title Matters or Missing Endorsements that are listed in the Disapproved Matters Reply and that yet remain outstanding; provided, however, that Seller shall not have any obligation to expend any monies to so assist Buyer, and that Seller shall not, as a result of its agreement to so assist Buyer, be required actually to resolve, procure affirmative insurance over, or procure an Endorsement over, any Uncured Title Matters or Missing Endorsements listed in the Disapproved Matters Reply.
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Disapproved Matters. (i) For the period commencing on the Effective Date and ending on May 2, 2016 (the “Title Review Period”) Buyer shall have the right, by written notice to Seller (a “Disapproval Notice”), to disapprove any matter relating to title of the Property. (ii) If any material matter relating to title of the Property first arises after the expiration of the Title Review Period, and is not created or caused by Buyer (a “Subsequent Title Matter”), then Buyer shall have the right to disapprove such matter by delivering a Disapproval Notice to Seller within five (5) days after Buyer first becomes aware of such matter. (iii) All matters relating to title to the Property to which Buyer objects pursuant to Section 3.3(a)(i) or 3.3(a)(ii) above shall be referred to as “Disapproved Matters.” All matters relating to title to the Property which are not either Disapproved Matters or matters which Seller is obligated to cure pursuant to Section 3.3(b) below shall be deemed approved by Buyer.
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Disapproved Matters. Within thirty (30) calendar days following the Effective Date, City will notify Donor and Escrow Holder in writing of any objections to the status of title as disclosed by the Title Report (“Disapproval Notice”). Any title matters included in City’s Disapproval Notice will constitute “Disapproved Matters” under this Agreement. Those title exceptions not constituting Disapproved Matters, other than Monetary Liens, will be deemed Permitted Exceptions.
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Related to Disapproved Matters

  • SPECIAL CONDITIONS In addition to the DFPS Grant Uniform Terms and Conditions, the Grantee agrees to comply with the following DFPS Grant Special Conditions.

  • Environmental Conditions A Phase I environmental site assessment (or update of a previous Phase I and or Phase II environmental site assessment) and, with respect to certain Mortgage Loans, a Phase II environmental site assessment (collectively, an “ESA”) meeting ASTM requirements conducted by a reputable environmental consultant in connection with such Mortgage Loan within 12 months prior to its origination date (or an update of a previous ESA was prepared), and such ESA (i) did not identify the existence of recognized environmental conditions (as such term is defined in ASTM E1527-13 or its successor, hereinafter “Environmental Condition”) at the related Mortgaged Property or the need for further investigation, or (ii) if the existence of an Environmental Condition or need for further investigation was indicated in any such ESA, then at least one of the following statements is true: (A) an amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance with applicable Environmental Laws or the Environmental Condition has been escrowed by the related Mortgagor and is held or controlled by the related Mortgagee; (B) if the only Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor air, lead based paint or lead in drinking water, the only recommended action in the ESA is the institution of such a plan, an operations or maintenance plan has been required to be instituted by the related Mortgagor that can reasonably be expected to mitigate the identified risk; (C) the Environmental Condition identified in the related environmental report was remediated or abated in all material respects prior to the date hereof, and, if and as appropriate, a no further action or closure letter was obtained from the applicable governmental regulatory authority (or the environmental issue affecting the related Mortgaged Property was otherwise listed by such governmental authority as “closed” or a reputable environmental consultant has concluded that no further action is required); (D) an environmental policy or a lender’s pollution legal liability insurance policy that covers liability for the identified circumstance or condition was obtained from an insurer rated no less than “A-” (or the equivalent) by ▇▇▇▇▇’▇ Investors Service, Inc., S&P Global Ratings, acting through Standard & Poor’s Financial Services LLC, Fitch Ratings, Inc. and/or A.M. Best Company; (E) a party not related to the Mortgagor was identified as the responsible party for such condition or circumstance and such responsible party has financial resources reasonably estimated to be adequate to address the situation; or (F) a party related to the Mortgagor having financial resources reasonably estimated to be adequate to address the situation is required to take action. To the Mortgage Loan Seller’s knowledge, except as set forth in the ESA, there is no Environmental Condition (as such term is defined in ASTM E1527-13 or its successor) at the related Mortgaged Property.

  • Additional Conditions As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.

  • Solvent Financial Condition Each of Borrower and its Subsidiaries is now and, after giving effect to the Loans to be made hereunder, at all times will be, Solvent.

  • Waiver of Closing Conditions Upon the occurrence of the Closing, any condition set forth in this Article V that was not satisfied as of the Closing shall be deemed to have been waived as of the Closing for the applicable Transferred Asset.