Changes in Conditions. The Owner of the Facility agrees to make and bear all costs, except as otherwise provided, of changes in equipment necessitated by changes in service requirements as may be reasonably required by LES. A-3.6. Governmental Regulations, Codes, Standards, and Ordinance The Owner of the Facility has the responsibility to obtain all necessary permits, including preparing and submitting an “Application for Electric Service” to the Authority Having Jurisdiction as defined by the National Electric Code. The Owner must comply with all applicable federal, state, and local regulations, codes, and ordinances including electrical codes and NERC regulations. The Facility shall also comply with the current version of the following industry codes and standards: • ANSI C84.1 • IEEE 1547 • UL 1741 • National Electrical Code (NEC) The Owner shall not begin initial operation of the Facility until it has passed applicable code inspection requirements and has received written approval from LES. The LES review of design specifications and drawing or on-site inspections shall not be construed as approvals as to compliance with any such regulations, codes, and/or ordinances.
Changes in Conditions. 3.1 UNDP will in coordination with the Contractor, make assessments over the life of the LTA as to whether the market conditions for a particular Good(s) have changed structurally, and whereby sustained reductions to the ceiling prices shall be introduced for the remaining term of the LTA. UNDP shall consider the impact of any such event and may request an amendment to the LTA.
3.2 The Contractor shall inform UNDP whenever there are significant changes in manufacture, control or use that could affect the safety and/or quality of the pharmaceutical product, including suspension or cancellation of marketing authorizations. UNDP may request Product/Process validation report(s) or any applicable qualification report(s) prior to mass production or the next delivery.
Changes in Conditions. From the date of this Agreement to the Closing Date, there as hasre will have been no material adverse change in the assets or liabilities or condition (financial or otherwise) or business of Potomac, and Potomac will not have been adversely affected in any material manner as the result of any fire, explosion, accident, flood, earthquake, seismic or tidal wave, windstorm, strike, lockout, labor dispute, riot, civil commotion or disturbance, sabotage, confiscation, condemnation or purchase of any property by governmental authority, activities of armed forces, or acts of God or the public enemy, whether covered by insurance or not.
Changes in Conditions. Since September 30, 1997, and other than --------------------- as provided in the Schedule of Exception, there has not been to the Company's knowledge:
a. Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is expected to have a material adverse effect on such assets, liabilities, financial condition or operations of the Company;
b. Any resignation or termination of any key officers of the Company; and the Company, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer;
c. Any material change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
d. Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
e. Any waiver by the Company of a material right or of a material debt owed to it;
f. Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
g. Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
h. Any declaration or payment of any dividend or other distribution of the assets of the Company;
i. Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
j. Any change in any material agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company, including compensation agreements with the Company's employees; or
k. Any other event or condition of any character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company.
Changes in Conditions. From the date of this Agreement to --------------------- the Closing Date, there will have been no material adverse change in the assets or liabilities or condition (financial or otherwise) or business of BDMC, and BDMC will not have been adversely affected in any material manner as the result of any fire, explosion, accident, flood, earthquake, seismic or tidal wave, windstorm, strike, lockout, labor dispute, riot, civil commotion or disturbance, sabotage, confiscation, condemnation or purchase of any property by governmental authority, activities of armed forces, or acts of God or the public enemy, whether covered by insurance or not.
Changes in Conditions. If, during the period in which the framework agreement applies, any substantial changes in conditions should occur, for example concerning copyright legislation, taxation or employers' contributions, or concerning technical conditions of book publication, or the structure of the publishing field, either party has the
Changes in Conditions. If, prior to the Closing Date, Seller or Buyer discovers a “material breach” (as hereafter defined) of any of Seller’s representations or warranties in Section 5.01 hereof, the party making the discovery shall deliver written notice to the other party of the breach and Seller will have the right to either cure the untrue representation or warranty or not to cure such breach. Seller shall have ten (10) days after notice of the breach was given in which to give notice to Buyer of the election by Seller to cure or not cure the untrue representation or warranty. Failure of Seller to timely make an election to cure will be deemed an election not to cure. If Seller elects, or is deemed to have elected, not to cure such breach (or if such breach is not curable), Buyer will have the right, as its sole and exclusive remedy, to: (i) terminate this Agreement without any right or claim to damages, and the Option Deposit shall be returned to Buyer; or (ii) waive the breach and, subject to the other terms and conditions of this Agreement, consummate the purchase of the Property without a reduction in the Purchase Price. Buyer’s election between (i) and (ii), above, must be made within ten (10) business days after the receipt of Seller’s notice or deemed notice not to cure such breach, and Buyer’s failure to timely make an election shall constitute Buyer’s deemed termination of this Agreement. For the purposes of this Section 5.04, a “material breach” shall be a breach of Seller’s representations and warranties in Section 5.01 hereof which, individually or when taken together with all other breaches of Seller’s representations and warranties, may reasonably cost $100,000.00 or more, in the aggregate, to cure or correct or may reasonably result in $100,000.00 or more in damages to Buyer.
Changes in Conditions. Seller shall advise Buyer of any knowledge Seller has or comes into with respect to any material change in these representations, warranties, or covenants prior to Closing.
Changes in Conditions. Buyer shall advise Seller of any knowledge Buyer has or comes into with respect to any material change in these representations, warranties, or covenants prior to Closing. Subject to the preceding terms and conditions set forth in this paragraph, Buyer indemnifies and holds Seller harmless from and against any and all loss, liability, damage, injury, cost, expense (including reasonable fees and expenses of attorneys, experts and consultants) and claims of any kind or nature which may be paid, incurred, or asserted against Seller in connection with or in any way (whether directly or indirectly) arising out of or relating to any material, intentional, knowing misrepresentation or breach of warranty by Xxxxx in this Section 10 that is not a result of a matter, event or circumstance beyond Buyer’s reasonable control. This indemnity will survive the termination of this Agreement for a period of sixty (60) days.
Changes in Conditions. Except as permitted or contemplated by this Agreement, or disclosed to Property and Formula Sellers there has not been:
A. Any material adverse change in the assets (including any such change caused by damage, destruction or loss, whether or not insured), the results of operations (including any change caused by discontinued operations), or the business prospects or conditions, financial or otherwise of ISRI during the past 180 days
B. Any sale or transfer by ISRI of any material, tangible asset, or any mortgage, pledge, lease or lien, charge or encumbrance on any assets, or any such lease or real property, machinery, equipment or buildings, other than in the ordinary course of business.
