Disclosure of Change in Circumstances Sample Clauses

Disclosure of Change in Circumstances. The Vendor will forthwith disclose in writing to the Purchaser any matter or thing which may arise or become known to any of them after the date of this Agreement and prior to Completion which: (a) is inconsistent with any of the Warranties or which might render any of them inaccurate or misleading when given at Completion; or (b) might be material to be known by a purchaser for value of the Shares; (c) might have a material adverse effect on the value of the Shares or any of the assets of the Company.
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Disclosure of Change in Circumstances. The Contractor agrees to report to the Department, as well as the Departments of Health and Insurance, within ten (10) business days of the Contractor's notice of same, any change in circumstances that may have a material adverse affect upon Contractor's or Contractor's parent(s)' financial or operational conditions. Such reporting shall be triggered by and include, by way of example and without limitation, the following events, any of which shall be presumed to be material and adverse: 1. Suspension or debarment of Contractor, Contractor's parent (s), or any Affiliate or Related Party of either, by any state or the federal government; 2. The Contractor may not knowingly have a person act as a director, officer, partner or person with beneficial ownership of more than five percent (5%) of the Contractor's equity who has been debarred from participating in procurement activities under federal regulations. 3. Notice of suspension or debarment or notice of an intent to suspend/debar issued by any state or the federal government to Contractor, Contractor's parent(s), or any Affiliate or Related Party of either; and 4. Any new or previously undisclosed lawsuits or investigations by any federal or state agency involving Contractor, Contractor's parent(s), or any affiliate or related party of either, which would have a material impact upon the Contractor's financial condition or ability to perform under this Agreement.
Sample 1
Disclosure of Change in Circumstances. The PCO will report to the Department, as well as the DOH and PID, within ten (10) Business Days of when the PCO becomes aware of any change in circumstances that may have a material adverse effect upon financial or operational conditions of the PCO or PCO's parent(s). Such reporting must be provided upon the occurrence of, by way of example and without limitation, the following events, any of which must be presumed to be material and adverse: 1. Suspension or debarment of PCO, PCO's parent(s), or any Affiliate or Related Party of either, by any state or the federal government; 2. Knowingly having a person act as a director, officer, partner or person with beneficial ownership of more than five percent (5%) of the PCO's Equity who has been debarred from participating in federal procurement activities under federal regulations.
Sample 1
Disclosure of Change in Circumstances. CBH agrees to promptly report to the City, not later than six (6) days of CBH’s notice of same, any change(s) in circumstances that is likely to have a material adverse effect upon CBH’s financial or operational conditions. Such reporting shall be triggered by and include, by way of example and without limitation, the following events, any of which shall be presumed to be material and adverse: a) Suspension or debarment of CBH by any state or the federal government; b) Notice of suspension or debarment or notice of an intent to suspend/debar issued by any state or the federal government to CBH; c) Any lawsuits or investigations by any federal or state agency involving CBH which would have a material impact upon the City’s financial condition or ability to perform under the Commonwealth Contract; and d) Any change in circumstances during the term of this Agreement that is reasonably likely, in magnitude and scope, to have a material and adverse effect on the financial condition or operations of CBH, or the ability of CBH to perform its material obligations under this Contract. Such notice shall be triggered by the types of events deemed to be material (“Material Events”) within the meaning of Rule 15c2-12(b)(5) promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Rule”), as such Rule may be amended from time to time, and CBH shall provide notice of any such Material Events in a manner consistent with the Rule. In the event CBH enters into a Subcontract with a Managed Care Organization, CBH shall include the requirements of this Section II.P.3. in such Subcontract with the Managed Care Organization, its parent(s) and any of its affiliates and related parties and require disclosure of Change of Circumstances within the meaning of this Section II.P.3. within three (3) days of such Managed Care Organization’s notice of same.
Sample 1
Disclosure of Change in Circumstances. The PCO will report to the Department, as well as the DOH and PID, within ten (10) Business Days of when the PCO becomes aware of any change in circumstances that may have a material adverse effect upon financial or operational conditions of the PCO or PCO's parent(s). Such reporting must be provided upon the occurrence of, by way of example and without limitation, the following events, any of which must be presumed to be material and adverse: 1. Suspension or debarment of PCO, PCO's parent(s), or any Affiliate or Related Party of either, by any state or the federal government; 2. Knowingly having a person act as a director, officer, partner or person with beneficial ownership of more than five percent (5%) of the PCO's Equity who has been debarred from participating in federal procurement activities under federal regulations. 3. Notice of suspension or debarment or notice of an intent to suspend/debar issued by any state or the federal government to PCO, PCO's parent(s), or any Affiliate or Related Party of either; and 4. Any new or previously undisclosed lawsuits or investigations by any federal or state agency involving PCO, PCO’s parent(s), or any Affiliate or Related Party of either, which would have a material impact upon the PCO’s financial condition or ability to perform under this Agreement. SECTION X: CONFIDENTIALITY A. The PCO must comply with all applicable federal and state laws regarding the confidentiality of protected health information. The PCO must require all of its subcontractors to comply with all applicable federal and state laws regarding the confidentiality of protected health information. The PCO must comply with the Management Information System and System Performance Review (SPR) Standards, available on the Department’s Intranet, regarding maintaining confidentiality of data. The federal and state laws with regard to confidentiality of protected health information include, but are not limited to: Mental Health Procedures Act, 50 P.S. 7101 et seq.; Confidentiality of HIV-Related Information Act, 35 P.S. 7601 et seq.; 45 CFR Parts 160 and 164 (HIPAA Standards for Privacy of Individually Identifiable Health Information); Pennsylvania Drug and Alcohol Abuse Control Act, 71 P.S. 1690.101 et seq.; 42 U.S.C. 1396a(a)(7); 62 P.S. §404; 31 Pa. Code Ch. 146b; 55 Pa. Code §105.1 et seq.; and 42 CFR §431.300 et seq. B. The PCO is liable for any state or federal fines, financial penalties, or damages levied upon the Department for a breach of...
Sample 1
Disclosure of Change in Circumstances. ‌ The PH-MCO will report to the Department, as well as the DOH and PID, within ten (10) Business Days of the PH-MCO's notice of same, any change in circumstances that may have a material adverse effect upon financial or operational conditions of the PH-MCO, its Affiliates or Related Parties. Such reporting must be provided upon the occurrence of, by way of example and without limitation, the following events, any of which must be presumed to be material and adverse: 1. Suspension or intent of Suspension, debarment or exclusion of PH­ MCO, PH-MCO's parent(s), or any Affiliate or Related Party of either, by any state or the federal government; 2. Suspension or intent of Suspension, debarment or exclusion of a director, officer, partner or person with beneficial ownership of more than five percent (5%) of the PH-MCO's Equity.
Sample 1
Disclosure of Change in Circumstances. That they will forthwith disclose in writing to BKINZ any matter or thing which may arise or become known to them or any of them after the date of this Agreement and prior to Completion which is inconsistent with any of the Warranties or which might render any of them inaccurate or misleading when given at Completion or which might be material to be known by a purchaser for value of the Business or which might have a material adverse effect on the value of the Business or any of the assets of the Business.
Sample 1
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Disclosure of Change in Circumstances. ‌ The CHC-MCO must notify the Department in writing of all changes affecting the delivery of care, the administration of its program, or its performance of Agreement requirements. The CHC-MCO must notify the Department in writing no later than 45 days prior to any significant change to the manner in which services are rendered to Participants, including but not limited to reprocurement or termination of a Provider pursuant to this Agreement.‌ The CHC-MCO will report to the Department, as well as the Departments of Health and Insurance, within ten (10) Business Days of the CHC-MCO's notice of same, circumstances that may have a material adverse effect upon financial or operational conditions of the CHC-MCO or CHC-MCO's parent(s), including but not limited to the following:‌ 1. Suspension, or debarment, or exclusion from federally funded healthcare programs of CHC-MCO, CHC-MCO's parent(s), or any Affiliate or Related Party of either, by any state or the federal government;‌ 2. Having a person who is debarred or suspended, or excluded act as a director, officer, or partner of the CHC-MCO with beneficial ownership of more than five percent (5%) of the CHC-MCO's Equity who has been debarred from participating in procurement activities under federal regulations.‌ 3. Notice of suspension or debarment or exclusion from participation in healthcare program or notice of an intent to suspend, debar, or exclude issued by any state or the federal government to CHC-MCO,‌ CHC-MCO's parent(s), or any Affiliate or Related Party; and‌ 4. Any lawsuits or investigations by any federal or state agency involving CHC-MCO, CHC-MCO's parent(s), or any Affiliate or Related Party.‌
Sample 1

Related to Disclosure of Change in Circumstances

  • Change in Circumstances Section 8.1 Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Administrative Agent determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of "London Interbank Offered Rate" in Section 2.7 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make, Continue or Convert into Euro-Dollar Loans shall be suspended. During any such suspension unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day.

  • Changes in Circumstances It is expressly understood and agreed that the Grantee assumes all risks incident to any change hereafter in the applicable laws or regulations or incident to any change in the market value of the Restricted Shares after the date hereof.

  • Reserve Requirements; Change in Circumstances (a) Notwithstanding any other provision herein other than Section 2.14(c), if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Loan made by such Lender or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (except any such reserve requirement which is reflected in the LIBO Rate or the Base CD Rate) or shall impose on such Lender or the London interbank market or other market in which Lenders ordinarily raise dollars to fund Loans of the requested Type any other condition affecting this Agreement or Eurodollar Loans made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of funding, making or maintaining any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then Alcoa will pay or cause the other Borrowers to pay to such Lender upon demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (b) If any Lender shall have determined that the applicability of any law, rule, regulation, agreement or guideline adopted after the date of this Agreement pursuant to the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation, agreement or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement or the Loans made by such Lender pursuant hereto to a level below that which such Lender or such Lender's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time Alcoa shall pay or cause the other Borrowers to pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender's holding company for any such reduction suffered. (c) A certificate of each Lender setting forth such amount or amounts as shall be necessary to compensate such Lender or its holding company as specified in paragraph (a) or (b) above, as the case may be, together with a statement of reasons for such demand and showing the calculation for such amounts shall be delivered to Alcoa and shall be conclusive absent manifest error. Alcoa shall pay or cause to be paid to each Lender the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) Except as provided in this paragraph, failure on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's right to demand compensation with respect to such period or any other period. The protection of this Section 2.12 shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. No Lender shall be entitled to compensation under this Section 2.12 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Alcoa that it will demand compensation for such costs or reductions under paragraph (c) above not more than 60 days after the later of (i) such date and (ii) the date on which it shall have or reasonably should have become aware of such costs or reductions. In the event a Borrower shall reimburse any Lender pursuant to this Section 2.12 for any cost and the Lender shall subsequently receive a refund in respect thereof, the Lender shall so notify such Borrower and shall pay to such Borrower the portion of such refund which it shall determine in good faith to be allocable to the cost so reimbursed.

  • CHANGE IN CIRCUMSTANCES; COMPENSATION SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period: (a) the Administrative Agent determines that deposits in Dollars (in the applicable amounts) are not being offered in the relevant market for such Interest Period, or (b) the Required Banks advise the Administrative Agent that the London Interbank Offered Rate, as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding the relevant type of Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make the type of Euro-Dollar Loans specified in such notice shall be suspended. Unless the Borrower notifies the Administrative Agent at least 2 Domestic Business Days before the date of any Borrowing of such type of Euro-Dollar Loans for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

  • Change of Circumstances The Company will, at any time during the pendency of a Placement Notice advise the Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement.

  • Additional Compensation in Certain Circumstances (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law or guideline or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of law) now existing or hereafter adopted: (i) subjects any Lender or any Notional Euro-Rate Funding Office to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower of principal, interest, commitment fees or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income or overall gross receipts of such Lender or such Notional Euro-Rate Funding Office imposed by the jurisdictions (federal, state and local) in which the Lender's principal office or Notional Euro-Rate Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, other acquisitions of funds by, such Lender or any Notional Euro-Rate Funding Office (other than requirements expressly included herein in the determination of the CD Rate or the Euro-Rate, as the case may be, hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender or any Notional Euro-Rate Funding Office, or (B) otherwise applicable to the obligations of any Lender or any Notional Euro-Rate Funding Office under this Agreement, or (iv) imposes upon any Lender or any Notional Euro-Rate Funding Office any other condition or expense with respect to this Agreement, the Notes or its making, maintenance or funding of any Loan or any security therefor, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Lender, any Notional Euro-Rate Funding office or, in the case of clause (iii) hereof, any Person controlling a Lender, with respect to this Agreement, the Notes or the making, maintenance or funding of any Loan (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such Lender's or controlling Person's capital, taking into consideration such Lender's or controlling Person's policies with respect to capital adequacy) by an amount which such Lender deems to be material (such Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds), such Lender may from time to time notify the Borrower of the amount determined in good faith (using any averaging and attribution methods) by such Lender (which determination shall be conclusive) to be necessary to compensate such Lender or such Notional Euro-Rate Funding Office for such increase, reduction or imposition. Such amount shall be due and payable by the Borrower to such Lender five Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate by such Lender as to the amount due and payable under this Section 2.10(a) from time to time and the method of calculating such amount shall be conclusive absent manifest error.

  • Unforeseen Circumstances As a rule, the contractor is not entitled to any modification of the contractual terms due to circumstances of which the contracting authority was unaware. A decision of the Belgian State to suspend cooperation with a partner country is deemed to be unforeseeable circumstances within the meaning of this article. Should the Belgian State break off or cease activities which implies therefore the financing of this procurement contract, Xxxxxx will do everything reasonable to agree a maximum compensation figure.

  • Reinstatement in Certain Circumstances If at any time any payment of the principal of or interest under the Note or any other amount payable by the Borrower under the Loan Documents is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment has been due but not made at such time.

  • Six-Month Delay in Certain Circumstances Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of the Executive’s separation from service during a period in which he is a “specified employee” (as defined in Code Section 409A and the final regulations thereunder), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A‑3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes), (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following the Executive’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following the Executive’s separation from service (or, if the Executive dies during such period, within thirty (30) days after the Executive’s death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period.

  • Adverse Circumstances No condition, circumstance, event, agreement, document, instrument, restriction, litigation or proceeding (or threatened litigation or proceeding or basis therefor) exists which: (i) would have a Material Adverse Effect upon Debtor; or (ii) would constitute an Event of Default or an Unmatured Event of Default.

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