Substantial Part Clause Samples

The "Substantial Part" clause defines what constitutes a significant portion of a work, asset, or contractual obligation for the purposes of the agreement. In practice, this clause sets a threshold—often based on quantity, value, or importance—beyond which certain rights, restrictions, or obligations are triggered. For example, it may specify that transferring a substantial part of a company's assets requires prior consent or triggers specific contractual consequences. The core function of this clause is to provide clarity and prevent ambiguity about when major actions or changes are significant enough to warrant special treatment under the contract.
Substantial Part. The term "Substantial Part" as used with reference to the assets of the Corporation, of any Subsidiary or of any Related Person means assets having a value of more than 10% of the total consolidated assets of the Corporation and its Subsidiaries as of the end of the Corporation's most recent fiscal year ending prior to the time the determination is being made.
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Substantial Part. More than fifty percent (50%) of the rentable square feet of the Premises or the Building, as the case may be.
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Substantial Part. 8 To the Company's knowledge.................................................. 53
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Substantial Part. 6 2.26 Tenant's Property.........................................6 2.27
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Substantial Part. 3 1.25 Taxes..........................................................3 1.26 Term...........................................................3
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Substantial Part. For purposes of this Agreement, damage to the Property or a taking of a portion thereof shall be deemed to involve a “Substantial Part” thereof if either (i) the estimated cost of restoration or repair of such damage or the amount of the condemnation award with respect of such taking exceeds One Million and 00/100 Dollars ($1,000,000.00) (as reasonably estimated by an independent and disinterested architect or registered professional engineer competent to make such estimate as jointly selected by Seller and Buyer), or, in the case of a taking, the portion subject to such taking that would reduce the fair market value of the Property by One Million and 00/100 Dollars ($1,000,000.00) or more (as reasonably estimated by an independent and disinterested appraiser competent to make such estimate as jointly selected by Seller and Buyer), (ii) Buyer is unable to use any portion of the common areas of the Hotel (including any restaurant, lobby or meeting rooms) which has a material impact on the operation of the Hotel or (iii) such casualty or condemnation materially interferes with primary access to the Hotel.
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Substantial Part. More than fifty percent (50%) of the rentable square feet of the Premises or the Building, as applicable to a particular provision of this Lease.
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Substantial Part. More than fifty percent (50%) of the rentable square feet of the Building or such lesser portion of the rentable area of the Building which, if not available to Tenant would result in Tenant being unable to reasonably conduct its business theretofore conducted at the Building within the remaining portion.
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Substantial Part. For the purposes of this Article X, “substantial part” shall be defined as that portion of the Premises which if damaged or taken by eminent domain would materially affect the use of the Premises for the Permitted Use.
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Related to Substantial Part

  • Seizure all or a material part of the undertaking, assets, rights or revenues of, or shares or other ownership interests in, any Security Party are seized, nationalised, expropriated or compulsorily acquired by or under the authority of any Government Entity; or

  • Liquidator Upon dissolution of the Company, the Manager shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the Liquidator (if other than the Manager) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Liquidator (if other than the Manager) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Manager and its officers under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

  • Assets The School shall maintain a complete and current inventory of all of its property and shall update the inventory annually. The School shall take all necessary precautions to safeguard assets acquired with public funds.

  • Property All of the Borrower’s, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect.

  • Insolvency or Bankruptcy The death, dissolution or insolvency of, appointment of a receiver by or on behalf of, application of any debtor relief law, the assignment for the benefit of creditors by or on behalf of, the voluntary or involuntary termination of existence by, or the commencement of any proceeding under any present or future federal or state insolvency, bankruptcy, reorganization, composition or debtor relief law by or against me or any co-signer, endorser, surety or guarantor of this Agreement or any other obligations I have with you.