Market Change. No material adverse change or material disruption of the financial, banking or capital markets shall have occurred and be continuing, in each case, determined by the Agent in its sole and absolute discretion.
Market Change. The Distributor must promptly advise the Manufacturer of any major change in market conditions or activities of competitors in the Territory.
Market Change. (a) If either Party becomes aware, at any time during the Term of a Market Change, such Party shall provide notice thereof to the other Party.
(b) Following delivery of such notice, each Party shall use Reasonable Efforts to negotiate and settle, in good faith, amendments to this Agreement or a replacement to this Agreement which will come into force on the date upon which such Market Change takes effect in order that the overall balance of rights, obligations, risks and rewards between the Parties shall remain the same in all material respects and Parties are in no better or worse position than they were in before such Market Change (such arrangements being referred to as the “Replacement Arrangements”).
(c) If the Parties are unable to settle the Replacement Arrangements by the date being ninety (90) days prior to the date on which such Market Change is to take effect (or such longer period as the Parties may agree in writing), the matter shall be referred at the request of either Party to an Expert for determination in accordance with Clause 24 (Expert Dispute Resolution).
(d) The term of the Replacement Arrangements shall commence with effect of and from the date on which the Market Change takes effect and shall continue in force until the end of the Term provided that, pending execution of the Replacement Arrangements, the Parties shall continue to comply with the terms and conditions of this Agreement.
Market Change. (a) If either Party becomes aware, at any time during the Term of a Market Change, such Party shall provide notice thereof to the other Party.
Market Change. 13.1 If there is a Market Change, then the Parties shall negotiate in good faith to agree changes to the Availability Payments, the Difference Payments and other payments calculated and made under this Agreement (as appropriate) and their methods of calculation to the extent necessary to ensure that the commercial intent of the Parties as at the date of this Agreement is preserved.
Market Change. 20.1 If either Party becomes aware, at any time during the term of a Market Change, such Party shall provide written notice thereof to the other Party.
Market Change. If, after execution of this Agreement and prior to Completion, a Market Change occurs which necessitates a variation to this Agreement or any of the Ancillary Agreements, the Parties shall effect such changes as are reasonably necessary so as to ensure that the transactions contemplated by this Agreement or any of the Ancillary Agreements shall be conducted in a manner which is consistent with the effect of the Market Change and most closely reflects the intentions of the same with effect from the date thereof provided that any such amendment will be of no greater extent than is required by reason of the same and, save as agreed in writing by the Purchaser (in its sole discretion) shall not impose any additional financial or operation burden or increased costs or liability on the Purchaser or its Affiliates.
Market Change. Party A shall be entitled to adjust the calculation formula of service fee according to market changes at any time. Party A shall immediately notify Party B after making the adjustment, and Party B shall pay the service fee calculated in the adjusted calculation formula of service fee from the next month after receiving the notice or from the next service item.
Market Change. There shall have been no material adverse change to the syndication market for credit facilities similar in nature to the Incremental Senior Bank Financing (as defined in the Financing Commitments) contemplated in the Financing Commitments and there shall not have occurred and be continuing a disruption of or an adverse change in the financial, banking, capital or loan syndication markets that would have a material adverse effect on the syndication of the Incremental Senior Bank Financing as a result of which the Lenders (as defined in the Financing Commitments) do not provide the Incremental Senior Bank Financing.
Market Change since the date of this Agreement there has not been any material change in the financial markets of the United Kingdom or the United States or any material fluctuation in the exchange rates relating to the currencies of such countries or the financial condition of any Obligor which, in the opinion of the Original Bank, would make it impracticable to proceed with the transactions contemplated by the Finance Documents or would materially and adversely impact upon the ability of any Borrower to repay (and pay the interest on) any Advance to be made to it hereunder or upon the ability of the Arranger to syndicate the Facilities.
