Changed Circumstances. In the event that:
(i) on any date on which the LIBOR Rate would otherwise be set the Bank shall have reasonably determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR Base, or
(ii) at any time the Bank shall have reasonably determined in good faith (which determination shall be final and conclusive) that:
(A) the making or continuation of or conversion of any Loan to a LIBOR Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially and adversely affects the interbank market or (2) compliance by the Bank in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, whether or not having the force of law (in any such case, a "Legal Impediment"); or
(B) the LIBOR Rate shall no longer represent the effective cost to the Bank for United States dollar deposits in the interbank market for deposits in which it regularly participates; or
(C) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Period; then, and in any such event, the Bank shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) the date that the LIBOR Rate is to be set, (ii) the commencement date of the applicable Interest Period or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so notifies the Company that the circumstances giving rise to such notice no longer apply. Until the Bank notifies the Company that the circumstances giving rise to such notice no longer apply, the obligation of the Bank to allow selection by the Company of a LIBOR Loan (during the occurrence of such circumstances, referred to as "Affected Loans") shall be suspended. If at the time the Bank so notifies the Company, the Company has previously given the Bank a Notice of Borrowing or a Notice of Continuation or Conversion with respect to one or more Affected Loans but such borrowing or conversion has not yet gone into effect, such notification ...
Changed Circumstances. Subject to clause (b) below, if prior to the commencement of any Interest Period for any Benchmark Rate Borrowing,
(i) Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) in connection with any request for a Benchmark Rate Loan or a conversion to or continuation thereof or otherwise, that for any reason adequate and reasonable means do not exist for determining the applicable Benchmark for any requested Interest Period with respect to a proposed Benchmark Rate Loan or in connection with an existing or proposed Base Rate Borrowing (provided that no Benchmark Transition Event shall have occurred at such time); or
(ii) Administrative Agent is advised by the Required Lenders that the applicable Benchmark for any requested Interest Period with respect to a proposed Benchmark Rate Loan will not adequately and fairly reflect the cost to such Lenders of funding or maintaining their Benchmark Rate Loans included in such Borrowing for such Interest Period, then Administrative Agent will promptly so notify Borrower and each Lender. Thereafter, (x) the obligation of Lenders to make or maintain Benchmark Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Benchmark rate component of the Base Rate, the utilization of the Benchmark rate component in determining the Base Rate shall be suspended, in each case until Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Benchmark Rate Borrowings or, failing that, will be deemed to have converted such request into a request for a Base Rate Borrowing in the amount specified therein.
Changed Circumstances. (a) The Administrative Agent may give the Lead Borrower notice that:
(i) The Administrative Agent has made the good faith determination (which determination shall be final and conclusive) on any date on which the Index Rate would otherwise be set that adequate and fair means do not exist for ascertaining such rate;
(ii) The Administrative Agent shall have determined in good faith (which determination shall be final and conclusive) that
(A) the continuation of, or conversion of any Tranche A Loan to, an Index Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or compliance by the Administrative Agent or any Tranche A Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority (whether or not having the force of law); or
(B) The indices on which the interest rates for Index Loans are based shall no longer represent the effective cost to the Administrative Agent or any Tranche A Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates.
(b) In the event that the Administrative Agent gives the Lead Borrower notice of an occurrence described in Section 2.23(a), then, until the Administrative Agent notifies the Lead Borrower that the circumstances giving rise to such notice no longer apply:
(i) The obligation of the Administrative Agent or each Tranche A Lender to make loans of the type affected by such changed circumstances or to permit the Lead Borrower to select the affected interest rate as otherwise applicable to any Tranche A Loans shall be suspended.
(ii) Any notice which the Lead Borrower had given the Administrative Agent with respect to any Index Loan, the time for action with respect to which has not occurred prior to the Administrative Agent's having given notice pursuant to Section 2.23(b), shall be deemed at the option of the Administrative Agent to not having been given.
Changed Circumstances. The Recipient agrees that changed circumstances may occur that may impact the Recipient’s ability to comply with the terms and conditions of the Underlying Agreement.
Changed Circumstances. Notwithstanding anything to the contrary contained herein, if (i) any change in any law or interpretation thereof by any Governmental Authority makes it unlawful for a Lender to make or maintain a Eurodollar Rate Loan or to maintain any Commitment with respect to a Eurodollar Rate Loan, (ii) the Required Lenders determine in good faith (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that it has become impracticable as a result of a circumstance that adversely affects the London interbank market or the position of such Lender in such market or (iii) the Required Lenders determine that the Adjusted Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, then, in each case, such Lender or Lenders shall give notice thereof to the Administrative Agent and the Administrative Borrower and may (A) declare that Eurodollar Rate Loans will not thereafter be made by such Lender, such that any request for Eurodollar Rate Loans from such Lender shall be deemed to be a request for a Base Rate Loan, unless such Lender’s declaration has been withdrawn (and it shall be withdrawn promptly upon the cessation of the circumstances described in clause (i) or (ii) above) and (B) require that all outstanding Eurodollar Rate Loans made by such Lender be converted to Base Rate Loans immediately, in which event all outstanding Eurodollar Rate Loans of such Lender shall be so converted.
Changed Circumstances. (a) If the introduction of or any change in or in the interpretation of (in each case, after the date hereof) any law or regulation makes it unlawful, or any Governmental Authority asserts, after the date hereof, that it is unlawful, for any Lender to perform its obligations hereunder to make Eurodollar Rate Loan or to fund or maintain Eurodollar Rate Loans hereunder, such Lender shall notify the Administrative Agent of such event and the Administrative Agent shall notify the Borrowers of such event, and the right of the Borrowers to select a Eurodollar Rate Loan for any subsequent Interest Period or in connection with any subsequent conversion of any Loan shall be suspended until the Administrative Agent shall notify the Borrowers that the circumstances causing such suspension no longer exist, and the Borrowers shall forthwith prepay in full all Eurodollar Rate Revolving Credit Loans and, if on or prior to the Acquisition Facility Termination Date, each Eurodollar Rate Acquisition Loan then outstanding and shall convert each Eurodollar Rate Term Loan into a Base Rate Term Loan and, if after the Acquisition Facility Termination Date, shall convert each Eurodollar Rate Acquisition Loan into a Base Rate Acquisition Loan, and shall pay all interest accrued thereon through the date of such prepayment or conversion, unless the Borrowers, within three Business Days after such notice from the Administrative Agent, request the conversion of all Eurodollar Rate Loans then outstanding into Base Rate Loans; PROVIDED, that if the date of such repayment or proposed conversion is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, the Borrowers shall also pay any amount due pursuant to SECTION 5.12.
(b) If the Administrative Agent shall, at least one Business Day before the date of any requested Loan or the effective date of any conversion or continuation of an existing Loan to be
Changed Circumstances. The Seller shall have the right to revise the Seller Disclosure Schedule from time to time prior to the Closing Date to reflect any changes that occur after the Effective Date (collectively, “Changed Circumstances”) by delivering a revised Seller Disclosure Schedule to Buyer at any time prior to Closing; provided, that Seller shall not have the right to revise the Seller Disclosure Schedule to reflect or incorporate any Changed Circumstances which Seller causes by willfully and intentionally breaching its representations, warranties or covenants under this Agreement. Buyer shall have the right to review the revised Seller Disclosure Schedule for a period of seven (7) business days after its receipt thereof (and of such additional reasonable information which is necessary to evaluate the matters added to the Seller Disclosure Schedule, provided that Buyer has requested such additional information no later than five (5) business days after its receipt of the revised Seller Disclosure Schedule). If the Seller delivers a revised Seller Disclosure Schedule on a day that is less than seven (7) business days prior to the Closing Date, the Closing Date shall be extended for an additional number of days sufficient to allow Buyer to utilize the full seven (7) business day-period allotted above. If both (i) prior to the expiration of such seven (7) business day period, Buyer delivers notice (“Changed Circumstance Objection Notice”) to the Seller that Buyer objects to the Changed Circumstance(s) set forth in the revised Seller Disclosure Schedule, and (ii) such Changed Circumstance(s) would result in a material adverse effect on Buyer’s proposed use and operation of the Property, as determined in Buyer’s sole discretion, then Buyer shall, as its sole and exclusive remedy, have the right to terminate this Agreement, in which event this Agreement shall terminate and no party hereto shall thereafter have any further rights against, or obligations or liabilities to, the other by reason of this Agreement. In the event that Buyer fails for any reason to deliver a Changed Circumstance Objection Notice within such seven (7) business day period, or such Changed Circumstance(s) do not result in a material adverse effect on Buyer’s proposed use and operation of the Property, as determined in Buyer’s sole discretion, then the Buyer shall conclusively be deemed to have accepted such Changed Circumstance(s), such Changed Circumstance shall be deemed to constitute part of the Seller...
Changed Circumstances. Grantee will notify the County immediately if Grantee determines in good faith that, because of factual or other changes in circumstances, it is no longer possible to provide safety net human services. In that case, and in cases where a portion of the Grant remains unspent or unallocated upon completion of the Grant Period, County may extend Grant Period, request the return of unexpended Grant funds, evaluate whether further programming will be consistent with the overall objectives of the Grant Program, or discuss other options.
Changed Circumstances. (a) Anything herein to the contrary notwithstanding and unless and until a Replacement Rate is implemented in accordance with Section 5.2.(b) below, if, on or prior to the determination of LIBOR for any Interest Period:
(i) the Administrative Agent shall determine (which determination shall be conclusive) that reasonable and adequate means do not exist for ascertaining LIBOR for such Interest Period;
(ii) the Administrative Agent reasonably determines (which determination shall be conclusive) that quotations of interest rates for the relevant Dollar deposits referred to in the definition of LIBOR are not being offered to banks in the London interbank Eurodollar market in the relevant amounts or for the relevant Interest Period for LIBOR Loans as provided herein; or
(iii) the Administrative Agent reasonably determines (which determination shall be conclusive) that the relevant rates of interest referred to in the definition of LIBOR upon the basis of which the rate of interest for LIBOR Loans for such Interest Period is to be determined do not adequately and fairly cover the cost to any Lender of making or maintaining LIBOR Loans for such Interest Period; then the Administrative Agent shall give the Borrower and each Lender prompt notice thereof and, so long as such condition remains in effect, the Lenders shall be under no obligation to, and shall not, make additional LIBOR Loans, Continue LIBOR Loans or Convert Loans into LIBOR Loans and the Borrower shall, on the last day of each current Interest Period for each outstanding LIBOR Loan, either prepay such Loan or Convert such Loan into a Base Rate Loan.
Changed Circumstances. If future federal, State, or local statute, ordinance, regulation, rule, or action render this Agreement, in whole or in part, illegal, invalid, unenforceable, or impractical, the parties agree to delete and/or to modify such portions of the Agreement as are necessary to render it valid, enforceable, and/or practical. Each section, paragraph, or provision of this Agreement shall be considered severable, and if, for any reason, any section, paragraph, or provision herein is determined to be invalid under current or future law, regulation, or rule, such invalidity shall not impair the operation of or otherwise affect the valid portions of this instrument.
