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 Second 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) 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
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

Related to Legality; Material Adverse Change

  • Material Adverse Change A Material Adverse Change occurs;

  • 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.

  • 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 Company Material Adverse Effect Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect.

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

  • No Adverse Change Any adverse change in the financial condition, assets, liabilities, business, prospects or operations of Company;

  • Impact direct impact on people does not necessarily require direct contact, for example, environmental health, trading standards and similar officers may have a direct impact on people, through the implementation or enforcement of regulations, without necessarily having direct contact with those who benefit.

  • Resolution of Adverse Effects If FEMA determines that an Undertaking may adversely affect a historic property, it shall resolve the effects of the Undertaking in consultation with the SHPO, Grantee(s), subgrantee, participating Tribes the ACHP, if participating, and other consulting parties, by one of the following methods depending upon the severity of the adverse effect(s) as well as determination of the historic property’s significance on a local, state or national level. When FEMA determines an Undertaking will adversely affect an NHL, FEMA shall notify and invite the Secretary and ACHP to participate in consultation in accordance with 36 CFR § 800.10. When the ACHP participates in consultation related to an NHL, the ACHP shall report the outcome of the consultation to the Secretary and the FEMA Administrator.

  • Material An itemized list of all materials purchased and installed at the crossing location. If materials purchased are installed at multiple crossing locations, a notation must be made to identify the crossing location.

  • Status Substantial Compliance Analysis The Compliance Officer found that PPB is in substantial compliance with Paragraph 80. See Sections IV and VII Report, p. 17. COCL carefully outlines the steps PPB has taken—and we, too, have observed—to do so. Id. We agree with the Compliance Officer’s assessment. In 2018, the Training Division provided an extensive, separate analysis of data concerning ECIT training. See Evaluation Report: 2018 Enhanced Crisis Intervention Training, Training usefulness, on-the-job applications, and reinforcing training objectives, February 2019. The Training Division assessed survey data showing broad officer support for the 2018 ECIT training. The survey data also showed a dramatic increase in the proportion of officers who strongly agree that their supervisors are very supportive of the ECIT program, reaching 64.3% in 2018, compared to only 14.3% in 2015: The Training Division analyzed the survey results of the police vehicle operator training and supervisory in-service training, as well. These analyses were helpful in understanding attendees’ impressions of training and its application to their jobs, though the analyses did not reach as far as the ECIT’s analysis of post-training on- the-job assessment. In all three training analyses, Training Division applied a feedback model to shape future training. This feedback loop was the intended purpose of Paragraph 80. PPB’s utilization of feedback shows PPB’s internalization of the remedy. We reviewed surveys of Advanced Academy attendees, as well. Attendees were overwhelmingly positive in response to the content of most classes. Though most respondents agreed on the positive aspects of keeping the selected course in the curriculum, a handful of attendees chose options like “redundant” and “slightly disagree,” indicating that the survey tools could be used for critical assessment and not merely PPB self-validation. We directly observed PPB training and evaluations since our last report. PPB provided training materials to the Compliance Officer and DOJ in advance of training. Where either identified issues, PPB worked through those issues and honed its materials. As Paragraph 80 requires, PPB’s training included competency-based evaluations, namely: knowledge checks (i.e., quizzes on directives), in-class responsive quizzes (using clickers to respond to questions presented to the group); knowledge tests (examinations via links PPB sent to each student’s Bureau-issued iPhone); demonstrated skills and oral examination (officers had to show proficiency in first aid skills, weapons use, and defensive tactics); and scenario evaluations (officers had to explain their reasoning for choices after acting through scenarios). These were the same sort of competency-based evaluations we commended in our last report. In this monitoring period, PPB applied the same type of evaluations to supervisory-level training as well as in-service training for all sworn members. PPB successfully has used the surveys, testing, and the training audit.

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