Adverse Regulatory Event Clause Samples
An Adverse Regulatory Event clause defines what constitutes a significant negative action or decision by a regulatory authority that affects the agreement or the parties involved. This may include situations such as the withdrawal of required licenses, the imposition of new restrictions, or the denial of necessary approvals for a product or service. The clause typically outlines the specific regulatory events that trigger certain rights or obligations, such as suspension or termination of the contract. Its core function is to allocate risk and provide a clear mechanism for responding to unforeseen regulatory changes that could undermine the feasibility or legality of the agreement.
Adverse Regulatory Event. In the event of an Adverse Regulatory Event arising from or in connection with this Agreement, Owner and Manager shall work together in good faith to amend this Agreement to eliminate the impact of such Adverse Regulatory Effect. For purposes of this Agreement, the term “Adverse Regulatory Effect” means any time that a law, statute, ordinance, code, rule or regulation imposes upon Owner (or could imposes upon Owner in Owner’s reasonable opinion), any material threat to either Landlord’s or Landlord’s Affiliate’s status as a “real estate investment trust” under the Code or to the treatment of amounts paid to Landlord as “rents from real property” under Section 856(d) of the Code. Each of Manager and Owner shall inform the other of any Adverse Regulatory Event of which it is aware and which it believes likely to impair compliance of any of the Hotel with respect to the aforementioned sections of the Code.
Adverse Regulatory Event. In the event of an Adverse Regulatory Event arising from or in connection with this Agreement, Tenant and Manager shall work together in good faith to amend this Agreement to eliminate the impact of such Adverse Regulatory Effect. For purposes of this Agreement, the term “Adverse Regulatory Effect” means any time that a law, statute, ordinance, code, rule or regulation imposes upon Tenant (or could imposes upon Tenant in Tenant’s reasonable opinion), any material threat to either Landlord’s or Landlord’s Affiliate’s status as a “real estate investment trust” under the Code or to the treatment of amounts paid to Landlord as “rents from real property” under Section 856(d) of the Code. Each of Manager and Tenant shall inform the other of any Adverse Regulatory Event of which it is aware and which it believes likely to impair compliance of any of the Hotels with respect to the aforementioned sections of the Code.
Adverse Regulatory Event. (a) In the event of an Adverse Regulatory Event arising from or in connection with this Agreement, Licensee and Manager shall work together in good faith to amend this Agreement to eliminate the impact of such Adverse Regulatory Event; provided, however, Manager shall have no obligation to materially reduce its rights or materially increase its obligations under this Agreement, all taken as a whole, or to bear any out-of-pocket costs or expenses under this Section 8.02. Manager shall not be liable if any such amendment, once operative, fails to have the desired result of eliminating the impact of an Adverse Regulatory Event.
(b) For purposes of this Agreement, the term “Adverse Regulatory Event” means any time that a new law, statute, ordinance, code, rule, regulation or an administrative or judicial ruling imposes, or could impose in Landlord’s or Licensee’s reasonable opinion, any material threat to Senior Housing Properties Trust’s status as a “real estate investment trust” under the Code or to the treatment of amounts paid to Owner as “rents from real property” under Section 856(d) of the Code.
Adverse Regulatory Event. (a) In the event of an Adverse Regulatory Event arising from or in connection with this Agreement, Owner and Manager shall work together in good faith to amend this Agreement to eliminate the impact of such Adverse Regulatory Event; provided, however, Manager shall have no obligation to materially reduce its rights or materially increase its obligation under this Agreement, all taken as a whole, or to bear any out-of-pocket costs or expenses under this Section 24.16. Manager shall not be liable if any such amendment, once operative, fails to have the desired result of eliminating the impact of an Adverse Regulatory Event.
(b) For purposes of this Agreement, the term “Adverse Regulatory Event” means any time that a new law, statute, ordinance, code, rule or regulation (but not an administrative or judicial ruling) imposes, or could impose in Owner’s or Purchaser’s reasonable opinion, any material threat to HPT’s status as a “real estate investment trust” under the Code or to the treatment of amounts paid to Purchaser under the Lease as “rents from real property” under Section 856(d) of the Code.
Adverse Regulatory Event. In the event of an Adverse Regulatory Event arising from or in connection with this Agreement or a REIT Party’s ownership of Company Shares, the Company and the Stockholders shall work together in good faith to eliminate the impact of such Adverse Regulatory Event, including entering into such amendments to this Agreement as may be necessary or appropriate or to permit such REIT Party to effect the Transfer of its Company Shares. For purposes of this Agreement, the term “Adverse Regulatory Event” means any time that an Applicable Law imposes upon a REIT Party (or could impose upon a REIT Party in its reasonable opinion) any material threat to such REIT Party’s or any of its Affiliates’ status as a “real estate investment trust” under the Code.
Adverse Regulatory Event. (a) In the event of an Adverse Regulatory Event arising from or in connection with this Agreement, Owner and Manager shall work together in good faith to amend this Agreement to eliminate the impact of such Adverse Regulatory Event; PROVIDED, HOWEVER, Manager shall have no obligation to materially reduce its rights or materially increase its obligation under this Agreement, all taken as a whole, or to bear any out-of-pocket costs or expenses under this SECTION 24.16. Manager shall not be liable if any such amendment, once operative, fails to have the desired result of eliminating the impact of an Adverse Regulatory Event.
(b) For purposes of this Agreement, the term “Adverse Regulatory Event” means any time that a new law, statute, ordinance, code, rule or regulation (but not an administrative or judicial ruling) imposes, or could impose in Owner’s or Purchaser’s reasonable opinion, any material threat to HPT’s status as a “real estate investment trust” under the Code or to the treatment of amounts paid to Purchaser under the Lease as “rents from real property” under Section 856(d) of the Code.
Adverse Regulatory Event. (a) In the event of an Adverse Regulatory Event arising from or in connection with this Agreement, the parties shall work together in good faith to amend this Agreement to eliminate the impact of such Adverse Regulatory Event; provided, however, the Manager shall have no obligation to materially reduce its rights or materially increase its obligations under this Agreement, all taken as a whole, or to bear any out-of-pocket costs or expenses under this Section 8.04. The Manager shall not be liable if any such amendment, once operative, fails to have the desired result of eliminating the impact of an Adverse Regulatory Event.
(b) For purposes of this Agreement, the term “Adverse Regulatory Event” means any time that a new law, statute, ordinance, code, rule, regulation or an administrative or judicial ruling imposes, or could impose in an Owner’s or Company’s reasonable opinion, any material threat to DHC’s qualification for taxation as a “real estate investment trust” under the Code or to the treatment of amounts paid to an Owner under any Lease as “rents from real property” under Section 856(d) of the Code.
Adverse Regulatory Event. In the event of an Adverse Regulatory Event arising from or in connection with this Agreement, Owner and Manager shall work together in good faith to amend this Agreement to eliminate the impact of such Adverse Regulatory Effect; provided, however, Manager shall have no obligation to materially reduce its
Adverse Regulatory Event. (i) An Adverse Regulatory Event occurs that, individually or when taken together with each other Adverse Regulatory Event that has occurred since the Effective Date, has or would reasonably be expected to result in, a Material Adverse Change, or (ii) (A) Issuer or any Subsidiary is debarred, excluded, suspended, or otherwise limited from participation in any United States federal health care program or (B) Issuer or any Subsidiary is debarred, excluded, suspended for more than 180 days, disqualified or otherwise limited in a manner that has a material and adverse impact on the revenues of Issuer and its Subsidiaries, taken as a whole, from participation in any United States state health care program (it being understood and agreed that failure to be included on a formulary in the ordinary course shall not constitute an exclusion or limitation from participation for purposes of this Section 8.14).
Adverse Regulatory Event. Notwithstanding any other provision of this Agreement to the contrary, an 'Adverse Regulatory Event' shall occur if: (a) any Co-Tenant's Turbines and other facilities shall cease to be a 'qualifying facility' under the Public Utility Regulatory Policies Act of 1978, as amended, and the regulations thereunder ('PURPA'), and such Co-Tenant shall not be, or shall cease to be, an 'exempt wholesale generator' under Section 32 of the Public Utility Holding Company Act of 1935, as amended, and the regulations thereunder ('PUHCA'), or (b) any Co-Tenant directly or indirectly causes any condition that would result in: (i) any other Co-Tenant's Turbines and related facilities losing their status as a 'qualifying facility' under PURPA unless such Co-Tenant is then an 'exempt wholesale generator'; (ii) any other Co-Tenant losing its status as an 'exempt wholesale generator' under PUHCA; or (iii) the Power Transfer System or any portion thereof becoming subject to regulation as an 'electric utility' or 'electric utility holding company' (as such terms are defined in PUHCA) or as a 'public utility' as defined in the Federal Power Act, as amended, other than as an 'exempt wholesale generator'. If an Adverse Regulatory Event occurs, the right of the Co-Tenant's owning the Turbines or other facility that causes such Adverse Regulatory Event (the "Impacted Facility") to use the Power Transfer System to deliver electricity generated by the Impacted Facility shall be suspended immediately, no such electricity shall be delivered thereafter from the Impacted Facility through the Power Transfer System, and the Co-Tenants owning the other Turbines and other facilities shall be authorized to take such action (including, without limitation, disconnecting the Impacted Facility from the Power Transfer System) as is necessary to prevent the use of the Power Transfer System to deliver energy generated by the Impacted Facility. Such suspension shall remain in effect until such time, if any, as the use of the Power Transfer System to deliver electricity generated by the Impacted Facility would no longer have an Adverse Regulatory Event. At that point the right of the Co-Tenant owning the Impacted Facility to use the Power Transfer System to deliver electricity generated by the Impacted Facility shall be reinstated on the terms and conditions set forth in this Agreement."
2.4 Each reference in the Co-Tenancy Agreement and in any other agreement to which the Co-Tenants are parties relating...