Change of Financial Circumstances Sample Clauses

Change of Financial Circumstances. If at any time within the Term there is a change in the financial resources of the Buyer or its Performance Assurance Provider which gives Seller reasonable grounds for believing that Buyer has ceased to have the financial resources to meet its obligations contained in this Agreement, the Seller may give Notice to the Buyer stating its grounds for insecurity with respect to the Buyer’s performance, and requesting adequate assurances of performance in a form acceptable to Seller. In the event the Buyer does not provide adequate assurances of performance within three (3) business days following receipt of Notice, the Seller may suspend or reduce deliveries under this Agreement with immediate effect until such time as the Buyer provides such adequate assurance of performance, including financial assurances if reasonably requested by the Seller. In the event the Buyer is unable or unwilling to provide adequate assurance of performance satisfactory to the Seller within thirty (30) days of receipt of the Seller’s Notice, the Seller shall have the right to cancel this Agreement with immediate effect upon providing notice of such cancellation to Buyer. Such cancellation shall be without prejudice to any other rights and remedies that accrued to each Party prior to cancellation, including but not limited to the right of a Party to receive payment for all claims which arose or accrued prior to such cancellation. Seller shall have the right to terminate this Agreement immediately, by giving written Notice, in the event Buyer, its Controlling Party, or its Performance Assurance Provider: 1. files a voluntary application in or for liquidation, receivership or bankruptcy; 2. has an involuntary petition in bankruptcy filed against it; 3. is finally and validly declared and adjudged to be liquidated, bankrupt or insolvent; 4. is subject to a resolution passed by its members for the purposes of placing it in voluntary administration; 5. is subject to an order by any court of competent jurisdiction for its winding up; 6. is the subject of an appointment of a receiver or receiver and manager or like officer of the whole or any part of its assets; 7. has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets; and such secured party maintains possession, or any such process is not dismissed, discharged, stayed...
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Change of Financial Circumstances if a dispute arises out of or is in any way related to the Agreement, or the breach thereof, and if the dispute cannot be settled through negotiation, thereafter, any remaining unresolved controversy or claim arising out of or relating to this Agreement or the breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Association Rules of the American Arbitration Association, (the “AAA RULES”), and judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction. The arbitration shall be governed by the Texas General Arbitration Act, V.T.C.A., Civil Practice and Remedies Code §§ 171.001 et seq. (the “Texas General Arbitration Act”), and judgment upon the award of the arbitrator may be entered by any court having jurisdiction thereof. If there is any conflict between the provisions of this Section 11.16 and the AAA Rules and/or the Texas General Arbitration Act, the provisions of this Section shall control the rights and obligations of the Parties. This Arbitration shall take the form of “baseball” arbitration in which Buyer and Seller shall each simultaneously submit to the arbitration board written proposals to resolve the dispute. The arbitration board must select either Buyer’s or Seller’s proposal. Either Buyer or Seller may institute arbitration by written request, which request shall also name one (1) arbitrator. The Party receiving such Notice, shall, by Notice to the other within thirty (30) Days thereafter, name the second arbitrator, or, failing to do so, the Party giving Notice of submission shall name the second. Within ten (10) Days following designation of the second arbitrator, each Party will provide the two arbitrators with a list of five names for the third arbitrator. If there are three or more common names, each Party may strike in turn, one common name, until one or two remain. If there are two common names on the list, the third arbitrator will be determined from between the common names by coin flip. If there is only one common name, that person shall be the third arbitrator. If there are no common names on the list, and if neither Party agrees to a name on the other Party’s list, each Party will choose two names from the other Party’s list and each Party will choose two names from the Center for Public Resources National Panel of Arbitrators. The Parties will alternate strikes (with a coin flip determining which Party has the first strike) until two names remain...
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Related to Change of Financial Circumstances

  • Change of Circumstances The Company will, at any time during the pendency of a Placement Notice advise the Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement.

  • 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.

  • No Change in Facts or Circumstances; Disclosure All information submitted by Borrower to Lender and in all financial statements, rent rolls, reports, certificates and other documents submitted in connection with the Loan or in satisfaction of the terms thereof and all statements of fact made by Borrower in this Agreement or in any other Loan Document, are accurate, complete and correct in all material respects, provided, however, that if such information was provided to Borrower by non-affiliated third parties, Borrower represents that such information is, to the best of its knowledge after due inquiry, accurate, complete and correct in all material respects. There has been no material adverse change in any condition, fact, circumstance or event that would make any such information inaccurate, incomplete or otherwise misleading in any material respect or that otherwise materially and adversely affects or might materially and adversely affect the Property or the business operations or the financial condition of Borrower. Borrower has disclosed to Lender all material facts and has not failed to disclose any material fact that could cause any representation or warranty made herein to be materially misleading.

  • No Change in Facts or Circumstances All information in the application for the loan submitted to Lender (the "Loan Application") and in all financial statements, rent rolls, reports, certificates and other documents submitted in connection with the Loan Application are complete and accurate in all material respects. There has been no material adverse change in any fact or circumstance that would make any such information incomplete or inaccurate.

  • 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.

  • Exceptional Circumstances The Recipient agrees that the Federal Government may require another method of valuation to be used to determine the fair market value of Project real property withdrawn from service. In unusual circumstances, the Recipient may request permission to use another reasonable valuation method including, but not limited to accelerated depreciation, comparable sales, or established market values.

  • Termination Under Certain Circumstances If any Underwriter or Underwriters shall fail to take up and pay for the amount of Firm Shares agreed by such Underwriter or Underwriters to be purchased hereunder, upon tender of such Firm Shares in accordance with the terms hereof, and the amount of Firm Shares not purchased aggregates more than 10% of the total amount of Firm Shares set forth in Schedule I hereto, and arrangements satisfactory to you for the purchase of such Firm Shares by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination the Company shall not be under any liability to any Underwriter (except to the extent provided in Section 4(a)(vii) and Section 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Agreement, to purchase the amount of Firm Shares agreed by such Underwriter to be purchased hereunder) be under any liability to the Company (except to the extent provided in Section 6 hereof).

  • Change in Accounting Principles If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may by written notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Borrower and its Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

  • Change in Accountants or Accounting Policy Any change in (i) the external accountants of the Borrower, the Servicer, any Originator or the Parent, (ii) any accounting policy of the Borrower or (iii) any material accounting policy of any Originator that is relevant to the transactions contemplated by this Agreement or any other Transaction Document (it being understood that any change to the manner in which any Originator accounts for the Pool Receivables shall be deemed “material” for such purpose).

  • Unforeseen Circumstances As a rule, the contractor is not entitled to any modification of the contractual terms due to circumstances of which the contracting authority was unaware. A decision of the Belgian State to suspend cooperation with a partner country is deemed to be unforeseeable circumstances within the meaning of this article. Should the Belgian State break off or cease activities which implies therefore the financing of this procurement contract, Xxxxxx will do everything reasonable to agree a maximum compensation figure.

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