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:
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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.

  • No Change in Facts or Circumstances; Disclosure All information submitted by and on behalf of Borrower to Lender and in all financial statements, rent rolls (including the rent roll attached hereto as Schedule I), 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 true, 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 use, operation or value of 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 Provided Information or 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.

  • 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 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).

  • Change of Fiscal Year Seller shall not, at any time, directly or indirectly, except upon ninety (90) days’ prior written notice to Purchaser, change the date on which its fiscal year begins from its current fiscal year beginning date.

  • Changes in Circumstances It is expressly understood and agreed that the Grantee assumes all risks incident to any change hereafter in the applicable laws or regulations or incident to any change in the market value of the Restricted Shares after the date hereof.

  • Change of Accountants During the term of this Agreement, the Servicer shall not change, or make any substitution of, its certified public accountants except upon written notice to the Master Servicer given 30 days prior to such change or substitution.

  • Material Change in Business Seller shall not make any material change in the nature of its business as carried on at the date hereof.

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