Determination of Material Adverse Effect Sample Clauses

Determination of Material Adverse Effect. Any ---------------------------------------- determination of material adverse effect on the Series 1998-1 Certificateholders under the Agreement or this Supplement shall be made assuming the Class C Invested Amount is zero and without regard to whether funds are available in the Cash Collateral Account (including, without limitation, any determination of whether a representation or warranty made therein is correct or whether a Seller or the Servicer has duly performed a covenant contained therein or herein).
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Determination of Material Adverse Effect. Whenever a determination is to be made under this Agreement as to whether a given action, course of conduct, event or set of facts or circumstances could or would have a material adverse effect on the Trust or the Certificateholder (or any similar or analogous determination), such determination shall be made without giving effect to the insurance provided by the Certificate Insurance Policy.
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Determination of Material Adverse Effect. Any determination of material adverse effect on Investor Certificateholders under the Agreement or this Supplement shall be made assuming the Collateral Invested Amount is zero and without regard to whether funds are available in the Cash Collateral Account (including, without limitation, any determination of whether a representation or warranty made therein is correct or whether a Seller or the Servicer has duly performed a covenant contained therein or herein).
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Determination of Material Adverse Effect. Whenever a determination is to be made under this Agreement as to whether a given action, course of conduct, event or set of facts or circumstances could or would have a material adverse effect on the Trust or the Certificateholders (or any similar or analogous determination), such determination shall be made without giving effect to the insurance provided by the Certificate Insurance Policy. 77
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Determination of Material Adverse Effect. Any determination of material adverse effect on Investor Certificateholders under the Agreement or this Supplement shall be made without regard to whether funds are then available in the Cash Collateral Account (including without limitation, any determination of whether a representation or warranty made therein or herein is correct or whether either Transferor or the Servicer has duly performed a covenant contained therein or herein).
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Determination of Material Adverse Effect. At any time that the Indenture Trustee is required to make a determination as to whether any amendment, supplementation, modification, restatement, waiver or postponement of any term of this Indenture or any of the Programme Agreements would reasonably be expected to materially adversely affect the rights or interests of any Specified Creditor it may, without limitation, conclusively rely upon, (i) if the matter relates to the rights or interests of Noteholders in connection with Notes which are then rated, the written consent of the Related Rating Agencies; (ii) if the matter relates to the rights or interests of any Specified Creditor other than the Noteholders, the written consent of such affected Specified Creditor; or (iii) a favourable opinion of Counsel. The receipt of any of the foregoing shall, again, without limitation, be conclusive proof that the respective Specified Creditors will not be materially adversely affected by the amendment or waiver to the Programme Agreements.
Sample 1
Determination of Material Adverse Effect. Prior to any transfer of the Collateral Invested Amount by the Collateral Interest Holder, any determination of material adverse effect on the Series 2002-1 Certificateholders under the Agreement or this Supplement shall be made assuming the Collateral Invested Amount is zero (including, without limitation, any determination of whether a representation or warranty made therein is correct or whether the Seller or the Servicer has duly performed a covenant contained therein or herein).
Sample 1
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Determination of Material Adverse Effect. In the event of any dispute between the Vendor and the Purchaser as to a Material Adverse Effect, the determination as to whether a Material Adverse Effect has occurred shall be made by an independent expert arbitrator mutually agreed upon by the Parties, who shall arbitrate such matter pursuant to the applicable provisions of the Arbitration Act. The Parties shall use commercially reasonable efforts to cause such independent expert arbitrator to render its decision within sixty (60) days of its appointment hereunder. The decision of the arbitrator, in the absence of manifest error, shall be final and binding upon the Parties. Failing agreement of the Parties on the choice of an independent expert arbitrator, such independent expert arbitrator shall be appointed by a court of law having jurisdiction in the Province of Alberta. The costs of the independent expert arbitrator shall be apportioned between the Vendor and the Purchaser as such apportionment is determined by the independent expert arbitrator. In the event of any such dispute, until the earlier of (i) the date any such dispute has been settled between the Vendor and the Purchaser or (ii) the date any such dispute has been finally determined by the independent expert arbitrator appointed pursuant to this Section 1.20, any right of the Purchaser or the Vendor to terminate this Agreement pursuant to Section 10.3(b) or Section 10.3(c) respectively, including without limitation, with respect to the Closing not having occurred on or before the Termination Date, shall be suspended until thirty (30) days after such date.
Sample 1

Related to Determination of Material Adverse Effect

  • Absence of Material Adverse Effect Since the date of this Agreement, there shall not have been any event, change or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect.

  • Notice of Material Adverse Effect The Company shall notify the Buyer (and any subsequent holder of the Debentures), as soon as practicable and in no event later than three (3) business days of the Company’s knowledge of any Material Adverse Effect on the Company. For purposes of the foregoing, “knowledge” means the earlier of the Company’s actual knowledge or the Company’s constructive knowledge upon due inquiry.

  • Company Material Adverse Effect Since the date of this Agreement, there shall not have been any Company Material Adverse Effect or any event, change, or effect that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

  • No Company Material Adverse Effect Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect.

  • Absence of Material Adverse Change On the Closing Date, no circumstance shall exist that constitutes a REIT II Material Adverse Effect.

  • Absence of Company Material Adverse Effect Since the date of this Agreement, there shall not have been any event, change, effect or development that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect.

  • Material Adverse Effects Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the judgment of the Agent there shall not have occurred any Material Adverse Effect; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.

  • No Material Adverse Effects At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any Material Adverse Effect.

  • Notice of Material Adverse Change Promptly inform Lender of (i) any and all material adverse changes in Borrower’s financial condition, and (ii) all claims made against Borrower which could materially affect the financial condition of Borrower.

  • Parent Material Adverse Effect Since the date of this Agreement, there shall not have been any Parent Material Adverse Effect or any event, change, or effect that would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

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