ADDITIONAL EVENTS. The parties agree that, in the event MS decides to distribute shares of MSCI to MS shareholders in a transaction intended to qualify under Section 355 of the Code, this Agreement will be amended prior to the distribution date to include representations, covenants and indemnities substantially in the form provided in Exhibit A attached hereto.
ADDITIONAL EVENTS. In addition to the Rapid Amortization Events specified in Section 7.1 of the Master Trust Agreement, if:
(i) TMM shall fail to comply with (w) the financial covenants contained in SECTION 7.1(b) hereof, (x) the covenant set forth in SECTION 7.1(d), (y) the covenant set forth in SECTION 7.1(e) or (z) either of the covenants set forth in SECTION 7.1(f) or SECTION 7.1(h);
(ii) a Rapid Amortization Commencement Date shall have occurred or shall have been deemed to occur and be continuing with respect to any Series other than Series 2001-A;
(iii) the Consolidated Funded Indebtedness shall at any time exceed U.S.$448,300,000;
(iv) the balance of the Series 2001-A Reserve Account shall at any time be less than the Required Coverage Amount with respect to Series 2001-A;
(v) TMM fails to (A) cause prior to September 30, 2003, the occurrence of a TMM Prepayment Event of the type described in clause (i) or (ii) of the definition of "TMM Prepayment Event" which results in Proceeds of at least U.S.$50,000,000, which are paid over to the Trustee and applied by the Paying Agent pursuant to SECTION 7.1(a) or (b) remit Proceeds of any TMM Prepayment Event within the time period set forth at and pursuant to the terms of SECTION 7.1(a) of this Supplement;
(vi) TMM or any of its Restricted Subsidiaries or any other Seller or such Seller's consolidated Subsidiaries shall suffer a change in its business, operations or financial condition, in Mexico or in any other jurisdiction in which such Person operates, which is reasonably likely to result in a Material Adverse Effect as determined by the Trustee in the exercise of its reasonable discretion acting at the direction of the Investor Certificateholders; or
(vii) TMM fails to cause on or prior to April 15, 2003, the payment in full of the Additional Series 2001-A Full Repurchase Payment; then, in the case of any event set forth above, a Rapid Amortization Commencement Date with respect only to Series 2001-A shall be deemed to have occurred on the day on which the Trustee gives notice to the Sellers' Representative thereof pursuant to Section 7.1 of the Master Trust Agreement.
ADDITIONAL EVENTS. In addition to the Rapid Amortization Events specified in Section 7.1 of the Master Trust Agreement, if:
(i) a Rapid Amortization Commencement Date shall have occurred or shall have been deemed to occur and be continuing with respect to any Series other than Series 2002-A;
(ii) the balance of the Series 2002-A Reserve Account shall at any time be less than the Required Coverage Amount with respect to Series 2002-A; or
(iii) TMM or any of its Restricted Subsidiaries or any other Seller or such Seller's consolidated Subsidiaries shall suffer a change in its business, operations or financial condition, in Mexico or in any other jurisdiction in which such Person operates, which is reasonably likely to result in a Material Adverse Effect as determined by the Trustee in the exercise of its reasonable discretion acting at the direction of the Investor Certificateholders. then, in the case of any event set forth above, a Rapid Amortization Commencement Date with respect only to Series 2002-A shall be deemed to have occurred on the day on which the Trustee gives notice to the Sellers' Representative thereof pursuant to Section 7.1 of the Master Trust Agreement.
ADDITIONAL EVENTS. For special events at the CENTER and those basketball games to which season ticketholders are admitted, University shall ensure that CLIENT shall have the right of first refusal to purchase from UNIVERSITY up to eleven (11) tickets in the row of eleven (11) seats immediately in front of the agreed upon Hospitality Suite. If CLIENT desires to exercise this right, CLIENT must purchase such tickets at least four (4) weeks in advance of such event. The ticket price for each seat shall be established by the promoter of the particular event but in any case shall not be more expensive than the most expensive seat at the CENTER which is not a Hospitality Suite. If CLIENT does not exercise its option to purchase tickets for an additional event, the Hospitality Suite shall remain closed during that additional event and UNIVERSITY may sell tickets to the eleven
ADDITIONAL EVENTS. Any one or more of the following specified events occurs:
(a) The United States Patent Office determines that no patent is issuable to CAC with respect to any one or more of the patent applications listed on EXHIBIT A attached hereto, or the United States Patent Office or a court of competent jurisdiction determines that any one or more of the patents listed on EXHIBIT A attached hereto or that issue with respect the patent applications listed on EXHIBIT A attached hereto is invalid.
(b) A major change occurs which presents a clear, material, near term threat to the continued viability of CAC's business, as evidenced by actions of CAC's Board of Directors indicating a significant departure from CAC's current business plan.
ADDITIONAL EVENTS. Licensee shall not hold, provide or sponsor any events in addition to the use granted for this Event in Section 1 hereof which require the exclusive use of a designated area of the Park.
ADDITIONAL EVENTS. At the Effective Time, the following shall occur:
ADDITIONAL EVENTS. (a) During the period prior to the Effective Time, Commtouch and Acquisition, on the one hand, and Parent and Merger Sub, on the other hand, shall promptly notify the other parties in writing of:
(i) the discovery by any of them of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a breach of any representation or warranty made by them in this Agreement;
(ii) any breach of any covenant or obligation of any of them; or
(iii) the discovery of any event, condition, fact or circumstance that would reasonably be likely to make the timely satisfaction of any of the conditions set forth in Article 5 impossible or unlikely.
(b) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case to the extent necessary to effectuate the purpose of this Agreement, Surviving Corporation and Parent shall cause to be made proper provision so that the successors and assigns of the Surviving Corporation shall succeed to the obligations set forth in this Agreement.
ADDITIONAL EVENTS. (a) During the period prior to the Closing, Seller and Buyer shall promptly notify the other party in writing of:
(i) the discovery by any of them of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a breach of any representation or warranty made by them in this Agreement;
(ii) any breach of any covenant or obligation of any of them; or
(iii) the discovery of any event, condition, fact or circumstance that would reasonably be likely to make the timely satisfaction of any of the conditions set forth in this Agreement impossible or unlikely.
(b) In the event that the Buyer or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person then, and in each such case to the extent necessary to effectuate the purpose of this Agreement, Buyer shall take all necessary measures to ensure that the successors and assigns of the Buyer shall succeed to the obligations set forth in this Agreement.
ADDITIONAL EVENTS. Any type of events such as a welcoming party, rehearsal dinner or a day after brunch, to name a few, are not included in a site fee and are subject to an additional fee.
