Project Material Adverse Effect definition
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 event(s), change(s), occurrence(s), effect(s), fact(s) or circumstance(s) affecting the Project that is, or in the aggregate are, materially adverse to the business, assets, prospects, operations or conditions (financial or otherwise) of the Project, including with respect to: (i) the prospects for timely development, financing, permitting, construction, operation, or interconnection of the Project in accordance with the cost parameters and milestone dates set forth in the Project Agreements; and (ii) the ability of the EPC Contractor to timely and fully perform in all respects all of its obligations under the EPC Contract.
Examples of Project Material Adverse Effect in a sentence
Each Project Company shall obtain all Permits required at any time and from time to time in connection with such Project Company's development, construction, ownership, leasing, operation, maintenance or use of its Project, except to the extent the failure to obtain such Permits could not reasonably be expected to have a Project Material Adverse Effect.
Schedule 2.23 identifies those pending (or threatened) Actions with respect to which an insurance carrier has denied coverage or has advised the Company or the relevant Subsidiary that it is defending such claim under reservation of rights and which, if determined or resolved adversely to the Company or its Subsidiaries, could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect to the Company and its Subsidiaries or a Project Material Adverse Effect.
Each Project Company shall exercise, preserve and defend all of its rights under its Project Documents, except to the extent failure to so exercise, preserve or defend such rights could not reasonably be expected to have a Project Material Adverse Effect.
Minimum Amounts of Tranches; Maximum Number of Tranches .......................................................
Other than as set forth in the Information Memorandum or as previously disclosed to and waived by the Majority Banks in writing on a permanent basis, no event or circumstance having a Borrower Material Adverse Effect or a Project Material Adverse Effect with respect to the Subject Project Company or Subject Project has occurred and is continuing.
More Definitions of Project Material Adverse Effect
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 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 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 any event, change, development, circumstance or effect that, individually or in the aggregate, has had, or would reasonably be expected to have a material adverse effect on the cost recovery or the revenue requirement, in each case, under Rider OSW.
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 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.