Adverse Finding Sample Clauses

Adverse Finding. In any given quarter, if PNTN or the Division find one or more instances where PNTN paid a percentage of a title insurance premium to a person who has not been registered as a title agent by the title underwriter who paid PNTN the premium, PNTN shall test an additional twenty-five (25) randomly-selected transactions for each title insurance underwriter PNTN works with.
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Adverse Finding. Any indemnification under Sections 2 and 3 of this Agreement (unless ordered by a court) shall be paid by the Company, in accordance with the procedures set forth in Section 7 of this Agreement, unless a determination is made within the 90-day period set forth in Section 7 (A) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or
Sample 1
Adverse Finding. Any indemnification under Sections 2 and 3 of this Agreement (unless ordered by a court) shall be paid by the Company, in accordance with the procedures set forth in Section 7 of this Agreement, unless a determination is made within the 90-day period set forth in Section 7 (A) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (B) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (C) by the stockholders, that indemnification of the Director is not proper in the circumstances because he has not met the applicable standard of conduct set forth in Sections 2 and 3 of this Agreement.
Sample 1

Related to Adverse Finding

  • Adverse Action The Indenture Trustee need not take an action that it determines might have a material adverse effect on the rights of the Noteholders not consenting to the action.

  • Adverse Actions Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, as may be required by applicable law or regulation.

  • Adverse Selection No selection procedures adverse to the Noteholders or the Insurer were utilized in selecting the Receivables from those receivables owned by the Seller which met the selection criteria contained in the Sale and Servicing Agreement.

  • Adverse Developments Promptly after the Lessee acquires knowledge thereof, written notice of:

  • Adverse Proceedings, etc There are no Adverse Proceedings, individually or in the aggregate, that could reasonably be expected to have a Material Adverse Effect. Neither Holdings nor any of its Subsidiaries (a) is in violation of any applicable laws (including Environmental Laws) that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, or (b) is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

  • Material Adverse Developments Borrower agrees that immediately upon becoming aware of any development or other information outside the ordinary course of business and excluding matters of a general economic, financial or political nature which would reasonably be expected to have a Material Adverse Effect it shall give to Lender telephonic notice specifying the nature of such development or information and such anticipated effect. In addition, such verbal communication shall be confirmed by written notice thereof to Lender on the same day such verbal communication is made or the next Business Day thereafter.

  • Adverse Proceedings No action or proceeding by or before any court or other governmental body shall have been instituted or threatened by any governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement.

  • No Adverse Litigation There shall not be pending or threatened any action or proceeding by or before any court or other governmental body which shall seek to restrain, prohibit, invalidate or collect damages arising out of the transactions contemplated hereby, and which, in the judgment of Purchaser, makes it inadvisable to proceed with the transactions contemplated hereby.

  • Adverse Agreements Company is not, and will not be as of the Closing Date, a party to any agreement or instrument or subject to any charter or other corporate restriction or any judgment, order, writ, injunction, decree, rule or regulation that materially and adversely affects the condition (financial or otherwise), operations, assets, liabilities, business or prospects of Company, the Business or the Assets.

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