Changes that May Affect Services Sample Clauses

Changes that May Affect Services. Supplier will notify JPMC promptly of any actual or threatened occurrence of any event described in Section 16.4 or any other event that materially affects in an adverse manner, or that could reasonably be expected to materially affect in an adverse manner, Supplier’s ability to perform fully its obligations to any Recipient. Events or conditions that Supplier must report include (a) any material breach (whether or not cured) of any (i) representation, warranty, covenant or obligation of Supplier or any Supplier Affiliate or subcontractor under this Agreement, or (ii) other agreement between Supplier or any Supplier Affiliate and JPMC or any JPMC Affiliate; (b) any actual, threatened or reasonably alleged violation of any applicable Law (including any criminal conviction of, or charge of a criminal violation, or imposition of any sanctions or professional disciplinary action that relate to provision of Deliverables) against, (i) Supplier, (ii) any Supplier Affiliate, (iii) any Supplier Personnel or (iv) any entity that is a party to or an Affiliate of a party to any agreement for the merger, acquisition, divestiture of any similar arrangement involving Supplier or any Supplier Affiliate; and (c) any risks or control issues that have been identified that could prevent fulfillment of Supplier’s obligations under this Agreement, along with, where applicable, information on any systems and processes that have been established to monitor and manage them.”
Sample 1Sample 2
AutoNDA by SimpleDocs
Changes that May Affect Services. MasterCard shall notify JPMC promptly of any organization; security-related, or other changes that adversely affect the ability of MasterCard to perform its obligations under the Master Agreement or this Services Agreement **** . **** SCHEDULE ONE THIS SCHEDULE ONE (together with the Agreement and any Annex(s) hereto or incorporated into this document, this “Schedule One”), dated as of February 8, 2005, is entered into between JPMorgan Chase Bank, National Association, with headquarters in Columbus, Ohio, and MasterCard International Incorporated (“MasterCard”), a Delaware corporation, with offices located at 2000 Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000-0000. Schedule One Effective Date: January 1, 2005 MasterCard International Incorporated JPMorganChase Bank, National Association By: By: Name: Axxx Xxxxx Name: Dxxxx Xxxxxxxx Title: Chief Operating Officer Title: Chief Procurement Officer Date: Date:
Sample 1
Changes that May Affect Services. Vendor shall notify Fidelity immediately of any organization, security-related or other changes that affect the ability of Vendor to perform its obligation under this Agreement, including Vendor's ability to comply with all Fidelity Information/Technology Control Policies.
Sample 1
Changes that May Affect Services. Boston Financial will notify the Funds immediately of any security-related or other changes that would materially diminish the security environment of Boston Financial or Boston Financial’s ability to perform its obligations to the Funds.
Sample 1
Changes that May Affect Services. Supplier shall notify JPMC immediately of any organization, security-related, or other changes that affect the ability of Supplier to perform its obligation under this Agreement, including Supplier's ability to comply with all JPMC Information/Technology Control Policies.
Sample 1
Changes that May Affect Services. DST AMS will notify the Funds immediately of any security-related or other changes that would materially diminish the security environment of DST AMS or DST AMS’s ability to perform its obligations to the Funds.
Sample 1

Related to Changes that May Affect Services

  • No Changes that Materially Affect Obligations Notwithstanding anything in this Agreement to the contrary, the Fund agrees not to make any modifications to its registration statement or adopt any policies which would affect materially the obligations or responsibilities of PFPC Trust hereunder without the prior written approval of PFPC Trust, which approval shall not be unreasonably withheld or delayed.

  • WITNESSES THAT WHEREAS A. The Company and the Trustee have entered into an indenture (the "Indenture") dated as of November 30, 2004 providing for the issuance of 8.00% Senior Subordinated Notes due 2012 of the Company (the "Securities"); and

  • Rights of Others Affecting the Transactions There are no preemptive rights of any stockholder of the Company, as such, to acquire the Securities. No other party has a currently exercisable right of first refusal which would be applicable to any or all of the transactions contemplated by the Transaction Documents.

  • Liability; Provisions that Survive Termination If this Agreement is terminated pursuant to this Article VII, such termination shall be without liability of any party hereto to any other party hereto except as provided in Section 9.02 and for the Company’s obligations in respect of all prior Issuance Notices, and provided further that in any case the provisions of Article VI, Article VIII and Article IX shall survive termination of this Agreement without limitation.

  • Ability to Abandon CVR A Holder may at any time, at such Holder’s option, abandon all of such Holder’s remaining rights in a CVR by transferring such CVR to Parent without consideration therefor. Nothing in this Agreement is intended to prohibit Parent from offering to acquire CVRs for consideration in its sole discretion.

  • ¨ Check if Transfer is Pursuant to Other Exemption (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated: ANNEX A TO CERTIFICATE OF TRANSFER

  • Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings (a) Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 19, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable.

  • Invalid Provisions to Affect No Others If fulfillment of any provision hereof, or any transaction related thereto at the time performance of any such provision shall be due, shall involve transcending the limit of validity prescribed by law, then, ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity; and such clause or provision shall be deemed invalid as though not herein contained, and the remainder of this Agreement shall remain operative in full force and effect.

  • Prohibition Against Termination or Modification No Borrower shall (i) surrender, terminate, cancel, modify, renew or extend its Management Agreement, (ii) enter into any other agreement relating to the management or operation of the Property owned by it with Manager or any other Person, (iii) consent to the assignment by the Manager of its interest under any Management Agreement, or (iv) waive or release any of its rights and remedies under any Management Agreement, in each case without the express consent of Lender, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, with respect to a new property manager such consent may be conditioned upon Borrowers delivering a Rating Agency Confirmation from each applicable Rating Agency as to such new property manager and management agreement. Notwithstanding the foregoing, however, provided no Event of Default is continuing, the approval of Lender and the Rating Agencies shall not be required with respect to the appointment of an Unaffiliated Qualified Manager. If at any time Lender consents to the appointment of a new property manager or a Qualified Manager is appointed, such new property manager (including a Qualified Manager) and Borrowers shall, as a condition of Lender’s consent, execute (i) a management agreement in form and substance reasonably acceptable to Lender, (ii) a subordination of management agreement in a form reasonably acceptable to Lender and (iii) deliver an updated Insolvency Opinion if such Qualified Manager is an Affiliate of any Borrower, any Guarantor or Key Principal.

  • Titles Not to Affect Interpretation The titles of Articles and Sections contained in this Agreement are for convenience only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation hereof.

Time is Money Join Law Insider Premium to draft better contracts faster.