Legality; Material Adverse Change Sample Clauses

Legality; Material Adverse Change. The Bank shall have determined (in its sole discretion) that (a) neither the honoring of any Drawing under the Letter of Credit nor the consummation of any of the transactions contemplated by this Agreement, the Fee Letter or any other Program Document will violate any law, rule, guideline or regulation applicable to the City, the Bank, the Letter of Credit, this Agreement or the Fee Letter, and (b) no material adverse change in the financial condition, business, assets, liabilities or prospects of the Enterprise and no material decrease in the General Airport Revenues shall have occurred since June 30, 2010, except as disclosed in writing to the Bank prior to the Issuance Date, which could reasonably be expected to result in a Material Adverse Effect.
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Legality; Material Adverse Change. A certificate of the District shall have been delivered to the Bank, in form and substance satisfactory to the Bank, dated the Effective Date, to the effect that (i) neither the making of any Liquidity Advances or Drawings nor the consummation of any of the transactions contemplated by the Master Indenture, the First Supplemental Indenture, the Bonds or this Agreement will violate any law, rule, guideline or regulation (or their interpretation) applicable to the District or this Agreement and (ii) in the opinion of the District, no material adverse change in the ratings, financial condition, business, assets, liabilities, operations or prospects of the District shall have occurred since June 30, 2019 except as disclosed in writing to the Bank prior to the Effective Date, which would be reasonably likely to result in a Material Adverse Effect.
Sample 1
Legality; Material Adverse Change. The Bank shall have determined (in its sole discretion) that (i) neither the making of any Liquidity Advances nor the consummation of any of the transactions contemplated by the Related Documents will violate any law, rule, guideline or regulation applicable to the City, the Authority, the Bank or this Agreement and (ii) no change in the ratings, financial condition, business, assets, liabilities or prospects of the City shall have occurred since June 30, 2009, except as disclosed in writing to the Bank prior to the Closing Date or as disclosed in the Offering Document, which could reasonably be expected to have a Material Adverse Effect.
Sample 1
Legality; Material Adverse Change. As of the Closing Date, the Banks shall have determined (in their reasonable discretion) that (i) neither the making of any Advance nor the consummation of any of the transactions contemplated by any of the Related Documents will violate any law, rule, guideline, or regulation (or interpretation or administration thereof) applicable to the State, the Banks or this Agreement and (ii) no material adverse change in the financial condition, business, assets, liabilities, or prospects of the State shall have occurred.
Sample 1
Legality; Material Adverse Change. The Bank shall have determined (in its sole discretion) that (i) none of the making of any Advances or the consummation of any of the transactions contemplated by the Resolution, the Bank Note, or this this Agreement will violate any law, rule, guideline or regulation applicable to the Department, the Bank, this Agreement or any other Related Document and (ii) there has been no material adverse change in the laws, rules or regulations (or their interpretation or administration) that, in any case, may adversely affect the consummation of the transactions contemplated hereby or by any Related Document.
Sample 1

Related to Legality; Material Adverse Change

  • Material Adverse Change A Material Adverse Change occurs;

  • Material Adverse Changes 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 Change; 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 Change No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

  • 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.

  • Notice of Material Adverse Change Firm agrees to notify Citizens in writing of any “Material Adverse Change” to Firm within ten (10) days of said change. A “Material Adverse Change” means: (i) a change in the business operations or financial condition of Firm which negatively impacts its capacity to meet its professional or financial obligations;

  • Material Adverse Effect The occurrence of any event or condition that has had, or could reasonably be expected to have, a Material Adverse Effect.

  • No Material Adverse Changes There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror and its subsidiaries, taken as a whole.

  • 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.

  • Financial Condition; No Material Adverse Change (a) The Borrower has heretofore furnished to the Administrative Agent its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal years ended December 31, 2013 and December 31, 2014, reported on by Deloitte & Touche LLP, independent public accountants, and (ii) as of and for each fiscal quarter ended subsequent to December 31, 2014 and at least 45 days prior to the Closing Date, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off). Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a), prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements). (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the Subsidiaries, taken as a whole. (d) Since December 31, 2014, there has been no event, change or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

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

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