Changes In Borders Clause Samples

The "Changes In Borders" clause defines how contractual obligations or terms are affected if the geographic boundaries relevant to the agreement are altered. Typically, this clause outlines procedures for adjusting the contract if a country, state, or other jurisdictional border changes, such as through annexation, secession, or redistricting. For example, if a service area is defined by a city boundary and that city expands, the clause would specify whether the contract automatically covers the new area or requires renegotiation. Its core function is to provide clarity and prevent disputes by preemptively addressing how border changes impact the parties' rights and responsibilities.
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Changes In Borders. If during the Agreement Term an area separates from a country in the Territory then the Territory will still include the entire area which formed one political entity as of the Effective Date of this Agreement. If during the Term an area is annexed to a country in the Territory, then Licensor grants Distributor a right of First Negotiation to acquire the Licensed Rights in the Picture through the end of the Agreement Term in the newly annexed area to the extent said rights are then or become available.
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Changes In Borders. If during the Agreement Term an area separates from a county in the Territory then the Territory will nonetheless include each separating area which formed one political entity as of the date of this Agreement. If during the Term an area is annexed by a country in the Territory then Distributor will promptly give Licensor Notice whether Distributor desires to exploit any Licensed Right in such new area. Licensor will then accord Distributor a right of First Negotiation Right to acquire such Licensed Right in the area for the remainder of its License Period subject to rights previously granted to other Persons in such area. 5.3 Region: The Region is the part of the world in which the Territory is located. The Region is defined in either in the Deal Terms or if not there defined in the AFMA Standard Definitions of Territories and Regions current as of the date of this Agreement. 5.4 Changes In Licensed Station: The "Licensed Station" means the terrestrial broadcaster, satellite broadcaster, cable system, pay television service or other transmitting service designated in the Deal Terms. Distributor may only telecast or authorize telecast of the Picture over the originating transmitting facilities of the Licensed Station existing on the date of this Agreement. If there is a material change in the number or kind of household television receivers capable of receiving the telecast from such transmitter (e.g., a change in signal amplitude or frequency, a material increase in the number of subscribers, use of a new satellite or transponder, change in a satellite's orbital position, or addition of new transmission channels), then Distributor will promptly give Licensor Notice of such change. Licensor then grants Distributor a right of First Negotiation regarding exploitation of any affected Licensed Rights in the Picture over such new facilities, taking into account rights previously granted to other Persons which might be affected by such change and an adjustment in the Minimum Guarantee in consideration of such change. If no agreement is reached within the First Negotiation period then Distributor may not exploit any Licensed Rights in the Picture over the new facilities and Licensor may withdraw the Picture under Paragraph 17. 6.
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Changes In Borders. If an area separates from a country in the Territory, then the Territory will still include each separating area that formed one political entity as of the date of this Agreement. If an area is annexed by a country in the Territory, then Licensee will promptly give Licensor Notice whether Licensee desires to exploit any Licensed Right in the new area. Licensor grants Licensee a First Negotiation right to acquire the Licensed Right in the new area for the remainder of the License Period for each affected Program subject to rights previously granted to others in the area.
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Changes In Borders. If during the Term an area separates from a country in the Territory then the Territory will nonetheless include each separating area which formed one political entity as of the date of this Agreement. If during the Term an area is annexed by a country in the Territory then Distributor will promptly give Licensor Notice whether Distributor desires to exploit any Licensed Right in such new area. Licensor will then accord Distributor a right of First Negotiation Right to acquire such Licensed Right in the area for the remainder of its License Period subject to rights previously granted to other Persons in such area. 5.3 Region: The Region is the part of the world in which the Territory is located. The Region is defined in either in the Deal Terms or if not there defined in the AFMA Standard Definitions of Territories and Regions current as of the date of this Agreement.
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Changes In Borders. In the event an area separates from a country during the term of this Agreement, the country shall nonetheless be deemed to be the combination of each separating area which initially formed the single political entity as of the Effective Date. If during the term of this Agreement, an area is annexed by a country, the country nonetheless shall be deemed to be the original area, excluding the annexed country.
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Changes In Borders. If during the Agreement Term an area separates from a county in the Territory then the Territory will nonetheless include each separating area which formed one political entity as of the date of this Agreement. If during the Term an area is annexed by a country in the Territory then Distributor will promptly give Licensor Notice whether Distributor desires to exploit any Licensed Right in such new area. Licensor will then accord Distributor a right of First Negotiation Right to acquire such Licensed Right in the area for the remainder of its License Period subject to rights previously granted to other Persons in such area.
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Related to Changes In Borders

  • Changes in Business Neither the Borrower nor any of its Subsidiaries will engage in any business if, as a result, the general nature of the business, taken on a consolidated basis, which would then be engaged in by the Borrower and its Subsidiaries, would be substantially changed from the general nature of the business engaged in by the Borrower and its Subsidiaries on the Closing Date.

  • Changes in Writing Other than in connection with the addition of additional Subsidiaries, which become parties hereto by executing a supplement hereto in the form attached as Annex I, neither this Guaranty nor any provision hereof may be changed, waived, discharged or terminated orally, but only in writing signed by each of the Guarantors and the Administrative Agent.

  • Changes in Agents 25.1 Each of the Issuers and the Guarantor agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuers or the Guarantor, as the case may be, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent (in the case of Bearer Notes), and a Transfer Agent (in the case of Registered Notes), which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and (c) there will at all times be a Paying Agent in a jurisdiction within continental Europe, other than the jurisdictions in which the relevant Issuer or the Guarantor is incorporated. In addition, each of the Issuers and the Guarantor shall with the prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.5. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 14. 25.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.4) at any time resign by giving at least 45 days' written notice to the Issuers, the Guarantor and the Trustee specifying the date on which its resignation shall become effective. 25.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.4) be removed at any time by the Issuers and the Guarantor with the prior written approval of the Trustee on at least 45 days' notice in writing from the Issuers and the Guarantor specifying the date when the removal shall become effective. 25.4 Any resignation under subclause 25.2 or removal of the Principal Paying Agent or the Registrar under subclauses 25.3 or 25.5 shall only take effect upon the appointment by the Issuers and the Guarantor of a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee (which approval shall not be unreasonably withheld) and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 27. Each of the Issuers and the Guarantor agrees with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause 25.2, the Issuers and the Guarantor have not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee, then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuers and the Guarantor, to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuers, the Guarantor and the Trustee shall approve. 25.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuers and the Guarantor with the prior written approval of the Trustee (which approval shall not be unreasonably withheld). Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 27, the Agent so superseded shall cease to be an Agent under this Agreement. 25.6 Subject to subclause 25.1, the Issuers and the Guarantor may, with the prior written approval of the Trustee (which approval shall not be unreasonably withheld), terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency). 25.7 Subject to subclause 25.1, all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers, the Guarantor, the Trustee and the Principal Paying Agent at least 45 days' written notice to that effect. 25.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the Registrar, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and (b) be entitled to the payment by the Issuers (failing which the Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 19. 25.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.

  • Changes in Name, etc Such Grantor will not, except upon 15 days’ prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional executed financing statements and other documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the security interests provided for herein, (i) change its jurisdiction of organization or the location of its chief executive office or sole place of business or principal residence from that referred to in Section 4.3 or (ii) change its name.

  • Changes in GAAP If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.