IN CIRCUMSTANCES. Where the Bank determines that as a result of the application, introduction, imposition or variation of any Laws and Guidelines or Bank policy or any change in the interpretation or application of any Laws and Guidelines or compliance with any request (whether or not having the force or law) from Bank Negara Malaysia or other fiscal, monetary or other authority or agency the cost to the Bank of making or maintaining or funding its participation in the Facility is increased or the amount of any sum received or receivable by it in respect of its granting the Facility or the effective return to it under this Agreement is reduced or it is obliged to make any payment (except in respect of tax on its overall net income) or foregoes any interest or other return on, or calculated by reference to, the amount of any sum received or receivable by it from the Borrower under this Agreement, then: (a) the Bank shall have the right to notify the Borrower of such event; (b) the Borrower shall on demand pay to the Bank such amounts as the Bank may from time to time and at any time (including after a prepayment of the Facility) notify the Borrower to be necessary to compensate the Bank for such increased cost, reduction, payment or foregone interest or return; and (c) at any time thereafter, so long as the circumstances giving rise to the obligation to make the compensating payment continues:- (i) at the Borrower's irrevocable election (by giving notice in writing to the Bank), terminate and/or suspend the Facility and the Facility shall be cancelled to such extent; and (ii) the Borrower may upon giving the Bank not less than thirty (30) days written notice which notice shall be irrevocable repay to the Bank all amounts outstanding under the Facility.

IN CIRCUMSTANCES. 24.1 If, as a result of any change in applicable law, regulation or regulatory requirement or in the interpretation or application thereof or if compliance by the Bank with any applicable direction, request or requirement (whether or not having the force of law) will impose on the Bank any condition, burden or obligations, then the Bank’s commitment to make or maintain the Facility will end upon notice to the Successful Applicant of the happening of such event after it has become aware thereof.

IN CIRCUMSTANCES. 14.1 If: 14.1.1 any change in any law, regulation or official directive (whether or not having the force of law); 14.1.2 any change in the interpretation or application thereof by any authority charged with the administration thereof; 14.1.3 compliance by any office of the Bank in good faith with any request or directive of any applicable monetary or fiscal agency or authority (whether or not having the force of law); results in: 14.1.4 the Bank incurring a cost (including the cost of complying with any reserve, special deposit, liquidity, cash or other requirement or any capital adequacy rules) as a result of having entered into this agreement; or 14.1.5 a reduction in the amount of principal or interest receivable by the Bank under this agreement; or 14.1.6 the Bank making any payment or foregoing any interest or other return on or calculated by reference to any sum received or receivable by it under this agreement; then, upon demand being made to any Borrower by the Bank, the Borrowers shall pay to the Bank such amount as shall compensate the Bank for such cost, reduction, payment or foregone interest or other return. The certificate of the Bank setting out the amount shall, in the absence of manifest error, be conclusive evidence thereof. 14.2 If the Bank is prohibited by law from making, issuing, maintaining or funding (or it is contrary to any directive of any applicable authority for the Bank to make, issue, maintain or fund) any Advance or any Guarantee or any part thereof, then if such Advance has not already been made or such Guarantee has not been issued, the Bank shall not be obliged to make available such Advance or to issue such Guarantee and, if such Advance has already been made or such Guarantee has already been issued, the Borrowers will forthwith on demand by the Bank repay such advance together with all accrued interest and all other amounts due to the Bank under this agreement and provide the Bank with one hundred per cent. cash cover in respect of the maximum potential liability of the Bank under such Guarantee and the Facilities shall be reduced to zero. 14.3 If circumstances arise which would or would upon the giving of notice result in any Borrower being liable to make any indemnity payment under Clause 13.2 or to pay any compensation under Clause 14.1 or to make any repayment under clause 14.2 then without in any way limiting, reducing, or otherwise qualifying such Borrower's obligations under any of such Clauses, the Bank shall i...

IN CIRCUMSTANCES. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing, Banks having more than 50% of the aggregate amount of the Euro-Dollar Loans requested by the Borrowers advise the Agent that the LIBOR Rate as determined by the Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Borrowers and the Banks, whereupon until the Agent notifies the applicable Borrower or Borrowers that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make such Euro-Dollar Loans or to continue or convert outstanding Loans as or into such Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a USBR Loan on the last day of the then current Interest Period applicable thereto. Unless the Applicable Borrower or Borrowers notifies the Agent at least three Business Days before the date of any Euro-Dollar Borrowing 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 USBR Borrowing.

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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.
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.
No Remedy in Certain Circumstances Each party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof or thereof to be null, void or unenforceable, or order any party to take any action inconsistent herewith or not to take any action required herein, the other party shall not be entitled to specific performance of such provision or part hereof or thereof or to any other remedy, including but not limited to money damages, for breach hereof or thereof or of any other provision of this Agreement or part hereof or thereof as a result of such holding or order.
Special Circumstances An employee shall be entitled to extend the maternity leave by up to an additional six (6) consecutive weeks' leave without pay where a physician certifies the employee as unable to return to work for medical reasons related to the birth. An employee shall be entitled to extend the parental leave by up to an additional five (5) consecutive weeks' leave without pay where the child is at least six (6) months of age before coming into the employee's care and custody and the child is certified as suffering from a physical, psychological or emotional condition. Provided however, that in no case shall the combined maternity and parental leave exceed fifty-two (52) consecutive weeks following the commencement of the leave.
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.
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.
Termination Under Certain Circumstances If any Underwriter or Underwriters shall fail to take up and pay for the amount of Firm Shares agreed by such Underwriter or Underwriters to be purchased hereunder, upon tender of such Firm Shares in accordance with the terms hereof, and the amount of Firm Shares not purchased aggregates more than 10% of the total amount of Firm Shares set forth in Schedule I hereto, and arrangements satisfactory to you for the purchase of such Firm Shares by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination the Company shall not be under any liability to any Underwriter (except to the extent provided in Section 4(a)(vii) and Section 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Agreement, to purchase the amount of Firm Shares agreed by such Underwriter to be purchased hereunder) be under any liability to the Company (except to the extent provided in Section 6 hereof).

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