Adverse Changes in the Supplier’s Financial Circumstances Sample Clauses

Adverse Changes in the Supplier’s Financial Circumstances. Upon written request from VITA, Supplier will have ten (10) days to certify that none of the circumstances below have occurred as of the date of certification or, to the best of the Supplier’s knowledge, are likely to occur within twenty four (24) months after the date of certification: (a) Supplier (i) has filed a petition in bankruptcy; (ii) has had an involuntary petition in bankruptcy filed against it which is not challenged within twenty (20) days and dismissed within sixty (60) days; (iii) has become insolvent; (iv) has made a general assignment for the benefit of creditors; (v) has admitted in writing its inability to pay substantially all of its debts as they mature; (vi) has had a receiver appointed for its assets; (vii) has had any significant portion of its assets attached; or (viii) has experienced a material negative change in its net assets (i.e., total assets minus total liabilities); or (b) Subject to Supplier having the appropriate rating, Xxxxx’x Investors Service, Standard & Poors, or Dun & Bradstreet has lowered the Supplier’s credit rating from the rating as of the Effective Date by more than two (2) steps The Supplier will notify VITA in writing as soon as possible if one of the circumstances described above occurs or is likely to occur. If one of the above listed circumstances does occur, in addition to the other rights and remedies set forth herein, and to the maximum extent permitted by Law, VITA may terminate this Agreement by giving thirty (30) days written notice to Supplier. In addition having the right to terminate, VITA will have the immediate right to retain possession (and, to the extent not in its possession, take possession) for safekeeping of all VITA Data, VITA Confidential Information, Work Product, Intellectual Property and any other materials that are licensed to VITA in accordance with this Agreement, VITA owned Equipment, and all other Equipment or Systems to which VITA or the other Customers are or would be entitled during the Term or upon the expiration or any termination of this Agreement. The Supplier will cooperate fully with VITA and the other Customers and assist VITA and the other Customers in identifying, retaining or taking possession of the items listed in the preceding sentence. VITA will have the right to hold such VITA Data, Confidential Information, Materials, Equipment and Systems until such time as the trustee in bankruptcy, receiver, manager or other similar person or Entity, can provide adequate ...
Sample 1

Related to Adverse Changes in the Supplier’s Financial Circumstances

  • Adverse Circumstances No condition, circumstance, event, agreement, document, instrument, restriction, litigation or proceeding (or threatened litigation or proceeding or basis therefor) exists which: (i) would have a Material Adverse Effect upon Debtor; or (ii) would constitute an Event of Default or an Unmatured Event of Default.

  • Adverse Changes Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably could have or result in a Material Adverse Effect;

  • No Material Adverse Change in Financial Statements All consolidated and consolidating financial statements related to Borrower and any Subsidiary that are delivered by Borrower to Bank fairly present in all material respects Borrower’s consolidated and consolidating financial condition as of the date thereof and Borrower’s consolidated and consolidating results of operations for the period then ended. There has not been a material adverse change in the consolidated or in the consolidating financial condition of Borrower since the date of the most recent of such financial statements submitted to Bank.

  • Adverse Change A material adverse change occurs in Grantor's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired.

  • Special Circumstances An employee shall be entitled to extend the maternity leave by up to an additional six (6) consecutive weeks' leave without pay where a physician certifies the employee as unable to return to work for medical reasons related to the birth. An employee shall be entitled to extend the parental leave by up to an additional five (5) consecutive weeks' leave without pay where the child is at least six (6) months of age before coming into the employee's care and custody and the child is certified as suffering from a physical, psychological or emotional condition. Provided however, that in no case shall the combined maternity and parental leave exceed fifty-two (52) consecutive weeks following the commencement of the leave.

  • Adverse Change, etc (a) On or prior to the Initial Borrowing Date, nothing shall have occurred (and (x) neither the Agents nor the Banks shall have become aware of any facts or conditions not previously disclosed to them and (y) no information previously submitted by or on behalf of the Borrower to the Agents (including, without limitation, financial, accounting and tax information) shall be inaccurate, incomplete or misleading) which (in any such case) has had, or could reasonably be expected to have, a material adverse effect on the Transaction or on the business, property, assets, operations, liabilities or financial condition of the Borrower, Red Lion and their respective Subsidiaries taken as a whole. (b) All necessary governmental approvals and/or consents (other than approvals and/or consents required to effect the transfer of liquor licenses), all necessary shareholder and board of director approvals and/or consents and the approval of the lenders to Red Lion Inns Operating, L.P. (or the written acknowledgment by such lenders that such approval is not necessary or the issuance of an opinion of counsel of the Borrower, satisfactory in form and substance to the Agents, that no such approval is necessary), in each case in connection with the Transaction and the other transactions contemplated by the Documents and otherwise referred to herein or therein shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon, the consummation of the Transaction or the other transactions contemplated by the Documents or otherwise referred to herein or therein. Additionally, there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon the Transaction or the other transactions contemplated by the Documents. (c) On or prior to the Initial Borrowing Date, there shall not have occurred and be continuing a material disruption of or a material adverse change in financial, banking or capital markets that would have a material adverse effect on the successful syndication of the Commitments as determined by the Agents in their reasonable discretion. The Borrower and Red Lion shall have fully cooperated in the Agents' syndication efforts, including, without limitation, by promptly providing the Agents with all information deemed necessary by the Agents to successfully complete such syndication.

  • Financial Statements; No Material Adverse Change All financial statements relating to Borrower which have been or may hereafter be delivered by Borrower to Lender have been prepared in accordance with GAAP and fairly present the financial condition and the results of operation of Borrower as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrower to Lender prior to the date of this Agreement, there has been no material adverse change in the assets, liabilities, properties and condition, financial or otherwise, of Borrower, since the date of the most recent audited financial statements furnished by Borrower to Lender prior to the date of this Agreement.

  • No Material Deterioration in Financial Condition; Financial Statements All consolidated financial statements for Borrower and its Subsidiaries, delivered to Collateral Agent fairly present, in conformity with GAAP, in all material respects the consolidated financial condition of Borrower and its Subsidiaries, and the consolidated results of operations of Borrower and its Subsidiaries. There has not been any material deterioration in the consolidated financial condition of Borrower and its Subsidiaries since the date of the most recent financial statements submitted to any Lender.

  • Financial Statements; Material Adverse Change The consolidated balance sheet of such Borrower and its Subsidiaries, as at December 31, 2020, and the related consolidated statements of income, retained earnings and cash flows of such Borrower and its Subsidiaries, certified by PricewaterhouseCoopers LLP, independent public accountants, and the unaudited consolidated balance sheet of such Borrower and its Subsidiaries, as at June 30, 2021, and the related consolidated statements of income, retained earnings and cash flows of such Borrower and its Subsidiaries, for the six months then ended, copies of which have been furnished to each Lender and each Fronting Bank, in all cases as amended and restated to the date hereof, present fairly in all material respects the consolidated financial position of such Borrower and its Subsidiaries as at the indicated dates and the consolidated results of the operations of such Borrower and its Subsidiaries for the periods ended on the indicated dates, all in accordance with GAAP consistently applied (in the case of such statements that are unaudited, subject to year-end adjustments and the exclusion of detailed footnotes). Except as disclosed in the Disclosure Documents, there has been no change, event or occurrence since December 31, 2020 that has had a Material Adverse Effect with respect to such Borrower.

  • Financial Condition; No Adverse Change The Borrower has furnished to the Lender audited financial statements for its fiscal year ended December 29th, 2018 and unaudited financial statements for the fiscal-year-to-date period ended June 29, 2019, and those statements fairly present in all material respects the Borrower’s financial condition on the dates thereof and the results of its operations and cash flows for the periods then ended and were prepared in accordance with GAAP (except in the case of unaudited interim financial statements, which are subject to year-end adjustments). Since the date of the most recent financial statements, there has been no material adverse change in the Borrower’s business, properties or condition (financial or otherwise) which has had a material adverse effect.