Breach of Applicable Laws or Adverse Effect Sample Clauses

Breach of Applicable Laws or Adverse Effect. In circumstances where the Purchaser forms the view that any attempted sale, assignment, novation, transfer, conveyance or delivery of any Transferred Contract under this Agreement or any applicable Transaction Document would either (i) constitute a breach or violation of applicable Laws or (ii) adversely affect the rights of the Purchaser and/or its Affiliates hereunder or thereunder, the Purchaser may serve written notice to that effect and the following shall apply: 7.10.1 this Agreement shall not, and none of the Transaction Documents shall, constitute a sale, assignment, transfer, conveyance or delivery of the relevant Transferred Contract and such provisions of clause 7.7 (Co-Operation on Transfer of Transferred Contracts) and clause 7.8 (Seller as Trustee of Transferred Contracts) as the Purchaser may direct shall apply; 7.10.2 the Purchaser and the Seller shall enter into good faith discussions to address the relevant concerns of the Purchaser to the satisfaction of the Purchaser; and 7.10.3 if the relevant concerns of the Purchaser cannot be resolved to the satisfaction of the Purchaser within [●] ([●]) days of the Purchaser notifying the Seller of such concerns (or such longer date as the Purchaser may determine), then at the written election of the Purchaser the provisions of clause 7.9 (Exclusion of Transferred Contracts) shall apply mutatis mutandis to such Transferred Contract.
Sample 1
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Related to Breach of Applicable Laws or Adverse Effect

  • No Company Material Adverse Effect Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect.

  • No Material Adverse Breaches, etc Except as set forth in the SEC Documents, neither the Company nor any of its subsidiaries is subject to any charter, corporate or other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company's officers has or is expected in the future to have a Material Adverse Effect on the business, properties, operations, financial condition, results of operations or prospects of the Company or its subsidiaries. Except as set forth in the SEC Documents, neither the Company nor any of its subsidiaries is in breach of any contract or agreement which breach, in the judgment of the Company's officers, has or is expected to have a Material Adverse Effect on the business, properties, operations, financial condition, results of operations or prospects of the Company or its subsidiaries.

  • Company Material Adverse Effect Since the date of this Agreement, there shall not have been any Company Material Adverse Effect or any event, change, or effect that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

  • Parent Material Adverse Effect Since the date of this Agreement, there shall not have been any Parent Material Adverse Effect or any event, change, or effect that would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

  • No Material Adverse Effect Since the date of this Agreement, there shall not have occurred any Material Adverse Effect.

  • Notice of Material Adverse Effect The Company shall notify the Buyer (and any subsequent holder of the Debentures), as soon as practicable and in no event later than three (3) business days of the Company’s knowledge of any Material Adverse Effect on the Company. For purposes of the foregoing, “knowledge” means the earlier of the Company’s actual knowledge or the Company’s constructive knowledge upon due inquiry.

  • No Parent Material Adverse Effect Since the date of this Agreement, there shall not have occurred any Parent Material Adverse Effect.

  • No Adverse Events Between the date hereof and the Closing Date, neither the business, assets or condition, financial or otherwise, of the Company taken as a whole shall have been materially adversely affected in any manner.

  • No Material Adverse Event Since the respective dates as of which information is disclosed in the Registration Statement, the Prospectus and the Incorporated Documents, except as otherwise stated therein, there shall not have been (i) any change or decrease in previously reported results specified in the letter or letters referred to in paragraph (d) of this Section 6 or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Registration Statement, the Prospectus and the Incorporated Documents (exclusive of any amendment or supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Manager, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof), the Incorporated Documents and the Prospectus (exclusive of any amendment or supplement thereto).

  • Absence of Material Adverse Effect Since the date of this Agreement, there shall not have been any event, change or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect.

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