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Negative Impact Sample Clauses

Negative ImpactNegative impacts to the MUSL infrastructure caused by actions taken by Customers, End-Users or other third parties could result in loss of privileges and access to resources.
Negative Impact. Age, Seniors Xxxxxxxxxx et al. (2018b) Gender, Female Xxxxxxxx et al. (2019), Xxxxxx et al. (2019a) HH income, Low level (less than 75K) Xxxxxx et al. (2019a) Find AVs stressful Xxxxxxxxxx et al. (2018b) Safety concern Xxxxxx et al. (2019a) Accident experiences Xxxxxxxx et al. (2019) Number of vehicles per number of adults in HH Involvement in future vehicle decisions, Shared equally with other Xxxxxx et al. (2019a) Xxxxxx et al. (2019a)
Negative Impact. Accretive shall implement the startup of operations without causing an unplanned material disruption of Affiliate’s operations (which may be caused by but is not limited to, errant billing; disruption of communication with patients, physicians, health plans, etc.; or failure to comply with laws and regulations). To the extent an unplanned material disruption occurs due to a delay, other than a delay that is excused because it: (i) is not caused by Accretive (which includes Affiliates insistence upon a provision in the Roll- Out Plan over the written objections of Accretive); (ii) has been consented to by Affiliate in writing; or (iii) is an event of Force Majeure affecting the transition, Accretive shall reimburse Ascension Health or the respective Affiliate for the “public relations cost” (and no such cost shall be deemed Consequential Damages) incurred to mitigate the impact to Affiliate’s employees, medical staff, contractors, and patients of the delay. The parties agree thatpublic relations costs” may include third party public relations costs, advertising and publications costs related to communications regarding the delay and related items. The “public relations costs” shall not include any costs related to Ascension Health or Affiliate personnel or any costs related to any communication through an existing Ascension Health or Affiliate communication vehicle. The “public relations costs” paid under this MSA shall not exceed $[**] in any [**] period. Accretive, Ascension Health and Affiliate shall reasonably cooperate with each other to coordinate any such public relations efforts.
Negative Impact i. None of Upexi, Upexi Newco nor E-Core nor any of their respective Representatives or Affiliates have taken any action, directly or indirectly, that could or would negatively impact the value, business prospects or ability of E-Core to operate in the manner in which it operated prior to the closing of the Transaction. Without limiting the forgoing, none of Upexi, Upexi Newco nor E-Core has taken any action, allowed any of the following to occur or is aware of or have any reason to believe that any of the following has occurred or is likely to have occurred or will occur: (A) or is aware of any Action, action, pending or Threatened against E-Core or UCP or any of their respective current or former officers or directors; (B) neither E-Core nor UCP has any commitment by which it generally assures, or uses one or all of their respective assets used their respective assets to assure, a creditor against loss (including contingent reimbursement obligations with respect to letters of credit and bankers’ acceptances), and (B) Upexi has not caused E-Core nor UCP to guarantee and neither has guaranteed the Indebtedness of any other Person, (including in the form of an agreement to repurchase or reimburse), including but not limited that of Upexi, Upexi Newco any other Person; (C) No Intellectual Property of E-Core or UCP has been or will be licensed to any Person on an exclusive or non-exclusive basis following or as a result of the closing of the Transaction or the transactions contemplated by this Agreement; (D) The closing of the transactions contemplated by this Agreement with not cause E-Core to be in default of any contract to which it is a party (subject to the consent required with respect to the Line of Credit). Notwithstanding anything to the contrary in this Section 5, the Parties agree that no representation or warranty in this Section 5 is intended to address matters that occurred prior to the Transaction Date.

Related to Negative Impact

  • Material Changes; Undisclosed Events, Liabilities or Developments Since the date of the latest audited financial statements included within the SEC Reports, except as set forth on Schedule 3.1(i), (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

  • Adverse Event Reporting Both Parties acknowledge the obligation to comply with the Protocol and / or applicable regulations governing the collection and reporting of adverse events of which they may become aware during the course of the Clinical Trial. Both Parties agree to fulfil and ensure that their Agents fulfil regulatory requirements with respect to the reporting of adverse events.

  • Environmental Impact Notwithstanding any other term, covenant or condition contained in this Lease, in the event that any Alteration has any adverse environmental impact on the Premises. Landlord may deny Tenant the right to proceed in Landlord’s sole and absolute discretion.

  • Adverse Events Subsequent to the date hereof, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange, the NASDAQ National Market or the NASDAQ Global Market, (ii) a general moratorium on commercial banking activities in the People’s Republic of China or New York, (iii) the outbreak or escalation of hostilities involving the United States or the People’s Republic of China or the declaration by the United States or the People’s Republic of China of a national emergency or war if the effect of any such event specified in this clause (iii) in your reasonable judgment makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Prospectus, or (iv) such a material adverse change in general economic, political, financial or international conditions affecting financial markets in the United States or the People’s Republic of China having a material adverse impact on trading prices of securities in general, as, in your reasonable judgment, makes it impracticable or inadvisable to proceed with the public offering of the Shares or the delivery of the Shares on the terms and in the manner contemplated in the Prospectus.

  • Return of Materials at Termination In the event of any termination or cessation of his employment with Employer for any reason, Employee shall promptly deliver to Employer all documents, data and other information derived from or otherwise pertaining to Confidential Information. Employee shall not take or retain any documents or other information, or any reproduction or excerpt thereof, containing or pertaining to any Confidential Information.

  • FISCAL IMPACT The fiscal impact is $1,393,312. Funding is from previously-approved Capital Expenditure Funds, and Operations and Maintenance Funds (subject to adoption of the FY 2023 Aviation Authority Budget by the Aviation Authority Board under separate item).

  • Regulatory Compliance Neither Borrower nor any of its Subsidiaries is an “investment company” or a company “controlled” by an “investment company” under the Investment Company Act of 1940, as amended. Neither Borrower nor any of its Subsidiaries is engaged as one of its important activities in extending credit for margin stock (under Regulations X, T and U of the Federal Reserve Board of Governors). Borrower and each of its Subsidiaries has complied in all material respects with the Federal Fair Labor Standards Act. Neither Borrower nor any of its Subsidiaries is a “holding company” or an “affiliate” of a “holding company” or a “subsidiary company” of a “holding company” as each term is defined and used in the Public Utility Holding Company Act of 2005. Neither Borrower nor any of its Subsidiaries has violated any laws, ordinances or rules, the violation of which could reasonably be expected to have a Material Adverse Change. Neither Borrower’s nor any of its Subsidiaries’ properties or assets has been used by Borrower or such Subsidiary or, to Borrower’s knowledge, by previous Persons, in disposing, producing, storing, treating, or transporting any hazardous substance other than in material compliance with applicable laws. Borrower and each of its Subsidiaries has obtained all consents, approvals and authorizations of, made all declarations or filings with, and given all notices to, all Governmental Authorities that are necessary to continue their respective businesses as currently conducted. None of Borrower, any of its Subsidiaries, or any of Borrower’s or its Subsidiaries’ Affiliates or any of their respective agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement is (i) in violation of any Anti-Terrorism Law, (ii) engaging in or conspiring to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law, or (iii) is a Blocked Person. None of Borrower, any of its Subsidiaries, or to the knowledge of Borrower and any of their Affiliates or agents, acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement, (x) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, or (y) deals in, or otherwise engages in any transaction relating to, any property or interest in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law.

  • Adverse Weather Shall be only weather that satisfies all of the following conditions: (1) unusually severe precipitation, sleet, snow, hail, or extreme temperature or air conditions in excess of the norm for the location and time of year it occurred based on the closest weather station data averaged over the past five years, (2) that is unanticipated and would cause unsafe work conditions and/or is unsuitable for scheduled work that should not be performed during inclement weather (i.e., exterior finishes), and (3) at the Project.

  • Absence of Material Adverse Changes No material adverse change in the business, assets, financial condition, or prospects of the Company shall have occurred, no substantial part of the assets of the Company not substantially covered by insurance shall have been destroyed due to fire or other casualty, and no event shall have occurred which has had or will have a material adverse effect on the business, assets, financial condition or prospects of the Company.

  • FERPA Compliance In connection with all FERPA Records that Contractor may create, receive or maintain on behalf of University pursuant to the Underlying Agreement, Contractor is designated as a University Official with a legitimate educational interest in and with respect to such FERPA Records, only to the extent to which Contractor (a) is required to create, receive or maintain FERPA Records to carry out the Underlying Agreement, and (b) understands and agrees to all of the following terms and conditions without reservation: