Adverse Legal Determination Sample Clauses

Adverse Legal Determination. (i) If, as of the Delivery Date, Seller is unable to Deliver Product due solely to an Adverse Legal Determination, or Buyer is unable to receive Product due solely to an Adverse Legal Determination, then Seller’s Delivery obligations, and Buyer’s obligations to purchase and receive, with respect to each Affected Transaction shall be postponed until the Longstop Date; provided that Buyer, at its sole option, has the right, but not the obligation, to purchase and receive such Product prior to the Longstop Date.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Adverse Legal Determination. Subject to Section 8.3, either Administrator or United may terminate this Agreement immediately upon the giving of written notice to the other Party (i) following a Judgment (as defined in Section 6.3(c) below) of a Governmental Authority or change in any applicable Laws and Regulations (including a change in the interpretation or enforcement of existing Laws and Regulations) that would make performance of this Agreement, in all material respects, unlawful or illegal for the Party electing to terminate, or (ii) in the event that a Governmental Authority requires either Party to terminate the Agreement.
Sample 1Sample 2Sample 3
Adverse Legal Determination. Upon the occurrence of an Adverse Legal Determination during the Delivery Term, Buyer shall immediately cease providing AB 32 Compensation to Seller. If at any time following an Adverse Legal Determination, Seller receives any payment, reimbursement, credit, or similar item of value from a Governmental Authority for any Compliance Instrument purchased by Seller based on a Carbon Dioxide Emissions Payment or transferred Compliance Instrument to Seller by Buyer pursuant to this Section 9.3(a) (“AB 32 Settlement”), then Seller shall remit within ten (10) Business Days any such AB 32 Settlement to Buyer and Seller’s obligation to remit any such AB 32 Settlement to Buyer shall survive the termination or expiration of this Agreement. In the event that (A) an Adverse Legal Determination is partially or fully reversed (including, without limitation, reinstatement of previously suspended Cap-and-Trade Regulations), (B) Seller has surrendered Compliance Instruments to CARB during the time period between the Adverse Legal Determination and the reversal of such Adverse Legal Determination and (C) Buyer has not compensated Seller for such Compliance Instruments, then Buyer shall provide AB 32 Compensation to Seller for any Compliance Instruments surrendered to CARB to cover such prior period affected by the Adverse Legal Determination.
Sample 1Sample 2
Adverse Legal Determination. (i) If, as of the Delivery Date, Seller is unable to Deliver Product due solely to an Adverse Legal Determination, or Buyer is unable to receive Product due solely to an Adverse Legal Determination, then Seller’s Delivery obligations, and Buyer’s obligations to purchase and receive, with respect to each Affected Transaction shall be postponed until the Longstop Date; provided that Buyer, at its sole option, has the right, but not the obligation, to purchase and receive such Product prior to the Longstop Date. If Buyer exercises its right pursuant to this Section 3.4(a)(i), then Seller shall be obligated to Deliver Product pursuant to this Section 3.4(a); provided that such obligations do not result in a breach of Seller’s representation and warranty in Section 7.1(c) as of the applicable Delivery Date.
Sample 1Sample 2
Adverse Legal Determination. Subject to the provisions of Section 27 of this DMSA and the Parties' obligations thereunder, either Subcontractor or ALERE may terminate this DMSA or the affected SOW immediately upon the giving of written notice to the other Party following a Judgment, an order of a court or Governmental Authority or a change in any Laws or Regulations (including a change in the interpretation or enforcement of existing Laws or Regulations) that would make (based upon a reasonably, good faith legal determination) such Party's continued performance of its obligations under this DMSA or such SOW unlawful, illegal or commercially impracticable.
Sample 1
Adverse Legal Determination. Subject to the provi- sions of Section 7.5 and the Parties’ obligations thereunder, either party (or CIGNA) may terminate this Agreement upon the giving of written notice to the other party following a judgment of a governmental authority or court or change in any laws and regulations (including a material change in the interpretation or enforcement of existing laws and regula- tions) that would make the performance of this Agreement or the offering of the Medicare Plans unlawful or illegal for the party electing to terminate. However, the electing party must furnish such notice of termination within one hundred twenty (120) days after the effective date of such judgment or change.
Sample 1

Related to Adverse Legal Determination

  • Final Determination His/her determination is final unless, within ten (10) days after notification, a recognized employee organization requests in writing to meet and confer thereon.

  • Expert Determination If a Dispute relates to any aspect of the technology underlying the provision of the Goods and/or Services or otherwise relates to a financial technical or other aspect of a technical nature (as the Parties may agree) and the Dispute has not been resolved by discussion or mediation, then either Party may request (which request will not be unreasonably withheld or delayed) by written notice to the other that the Dispute is referred to an Expert for determination. The Expert shall be appointed by agreement in writing between the Parties, but in the event of a failure to agree within ten (10) Working Days, or if the person appointed is unable or unwilling to act, the Expert shall be appointed on the instructions of the relevant professional body. The Expert shall act on the following basis: he/she shall act as an expert and not as an arbitrator and shall act fairly and impartially; the Expert's determination shall (in the absence of a material failure to follow the agreed procedures) be final and binding on the Parties; the Expert shall decide the procedure to be followed in the determination and shall be requested to make his/her determination within thirty (30) Working Days of his appointment or as soon as reasonably practicable thereafter and the Parties shall assist and provide the documentation that the Expert requires for the purpose of the determination; any amount payable by one Party to another as a result of the Expert's determination shall be due and payable within twenty (20) Working Days of the Expert's determination being notified to the Parties; the process shall be conducted in private and shall be confidential; and the Expert shall determine how and by whom the costs of the determination, including his/her fees and expenses, are to be paid.

  • Company Determination Final Any determination that the Company or its Board of Directors must make pursuant to this Article 6 shall be conclusive if made in good faith and in accordance with the provisions of this Article 6, absent manifest error, and set forth in a Board Resolution.

  • Reviewing Party Notwithstanding any provision of Section 1(a) to the contrary, (i) the obligations of the Company under Section 1(a) shall be subject to the condition that the Reviewing Party (as described in Section 10(e)) shall not have determined (in a written opinion, in any case in which the Independent Legal Counsel referred to in Section 1(c) is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an advance payment of Expenses to Indemnitee pursuant to Section 2(a) (an “Expense Advance”) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made in respect thereof (as to which all rights of appeal therefrom have been exhausted or lapsed). Indemnitee’s obligation to reimburse the Company for any Expense Advance shall be unsecured and no interest shall be charged thereon. If there has not been a Change in Control (as defined in Section 10(c)), the Reviewing Party shall be selected by the Board of Directors of the Company (the “Board”), and if there has been such a Change in Control (other than a Change in Control which has been approved by a majority of the Board who were directors immediately prior to such Change in Control), the Reviewing Party shall be the Independent Legal Counsel referred to in Section 1(c). If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

  • Independent Legal and Tax Advice Optionee acknowledges that the Company has advised Optionee to obtain independent legal and tax advice regarding the grant and exercise of the Option and the disposition of any Shares acquired thereby.

  • Certain Determinations For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax: (i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code will be taken into account; (ii) no portion of the Total Payments will be taken into account which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to the Executive and selected by the Accounting Firm, does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments will be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments will be determined by the Accounting Firm in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. The Executive and the Company shall furnish such documentation and documents as may be necessary for the Accounting Firm to perform the requisite calculations and analysis under this Section 6 (and shall cooperate to the extent necessary for any of the determinations in this Section 6(c) to be made), and the Accounting Firm shall provide a written report of its determinations hereunder, including detailed supporting calculations. If the Accounting Firm determines that aggregate Total Payments should be reduced as described above, it shall promptly notify the Executive and the Company to that effect. In the absence of manifest error, all determinations by the Accounting Firm under this Section 6 shall be binding on the Executive and the Company and shall be made as soon as reasonably practicable and in no event later than 15 days following the later of the Executive’s date of termination of employment or the date of the transaction which causes the application of Section 280G of the Code. The Company shall bear all costs, fees and expenses of the Accounting Firm and any legal counsel retained by the Accounting Firm.

  • Board Determinations In the event that any question or controversy shall arise with respect to the nature, scope or extent of any one or more rights conferred by the Option, or any provision of this Agreement, the good faith determination by the Board of the rights of the Optionee shall be conclusive, final and binding upon the Optionee and upon any other person who shall assert any right pursuant to this Option.

  • Accounting and Financial Determinations Unless otherwise specified, all accounting terms used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Section 7.2.4) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared in accordance with, those generally accepted accounting principles ("GAAP") applied in the preparation of the financial statements referred to in Section 6.5.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!