No Adverse Effect on Rates Sample Clauses

No Adverse Effect on Rates. A. The Transferee hereby covenants and agrees that the Transfer of the System shall not cause, justify or require any increase in the rate base for the System allocable to basic service and/or equipment, other than as permitted under Federal law. The Transferee acknowledges that it is the 10 12 intent of both Transferee and the City that all costs associated with the requirements of this Transfer do not provide any basis for increasing the amounts paid by subscribers through cost pass-throughs, as so called "external costs," or as new franchise requirements. Neither the consent process, nor any related Governing Body actions, nor the provisions of this Agreement provide any basis for increasing the rates or amounts paid by subscribers in any other manner. B. The Transferee agrees that the existing basic service rates shall remain in effect through June 1, 1996. In consideration of the covenants provided in this Agreement, the Transferee shall not raise its basic service rates for the System until such time as the Transferee is permitted (whether pursuant to the relevant franchise documents, federal, state or local law, or otherwise) to raise such rates and does in fact raise those rates, in the cable television system it owns serving the City of Manassas, Virginia (and any such increase in the basic service rates for the System shall not be any higher percentage than the percentage increase to the basic service rates for subscribers in the City of Manassas, which is simultaneously being implemented), except for adjustments for inflation or to reflect any change in the Transferee's external costs as defined by the FCC, and subject to any subsequent changes in the applicable laws or rules and regulations of the FCC. C. Consent herein granted for the Transfer is conditioned upon the acknowledgment by the Transferee, as indicated by its execution of this Agreement, that the existing interim "Cost-of-Service" Rules of the FCC establish a presumption that the inclusion of the acquisition costs and good will shall not be considered as reasonable costs to be included in the rate base for any request for rate increases. D. The Transferee shall maintain, and shall make available for inspection by the City in Transferee's offices, upon the City's request, all appraisals, studies, reports, and records regarding the allocation of the purchase price of 11 13 the Transferor's System assets. Such appraisals, studies, reports and records shall be maintained by the Transfer...
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Related to No Adverse Effect on Rates

  • No Adverse Effect The acquisition by the Collateral Agent of the Receivables arising in the Additional Accounts shall not, in the reasonable belief of the Trust, result in an Adverse Effect;

  • No Adverse Changes Except as contemplated in the Prospectus, subsequent to the respective dates as of which information is given in the Prospectus, neither the Company nor any of its Subsidiaries shall have incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its capital stock; and there shall not have been any change in the capital stock (other than a change in the number of outstanding Common Shares due to the issuance of shares upon the exercise of outstanding options or warrants), or any material change in the short-term or long-term debt of the Company, or any issuance of options, warrants, convertible securities or other rights to purchase the capital stock of the Company or any of its Subsidiaries, or any development involving a prospective Material Adverse Effect (whether or not arising in the ordinary course of business), or any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, incurred by the Company or any Subsidiary, the effect of which, in any such case described above, in the Agent’s judgment, makes it impractical or inadvisable to offer or deliver the Shares on the terms and in the manner contemplated in the Prospectus.

  • No Material Adverse Effects At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any Material Adverse Effect.

  • Material Adverse Effects 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 Effect; 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 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;

  • No Material Adverse Changes Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (i) there shall not have been a Material Adverse Change, (ii) the Company shall not have incurred any material liabilities or obligations, direct or contingent, (iii) the Company shall not have entered into any material transactions not in the ordinary course of business other than pursuant to this Agreement and the transactions referred to herein, (iv) the Company shall not have issued any securities (other than the Securities or the Shares issued in the ordinary course of business pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, General Disclosure Package and the Prospectus) or declared or paid any dividend or made any distribution in respect of its capital stock of any class or debt (long-term or short-term), and (v) no material amount of the assets of the Company shall have been pledged, mortgaged or otherwise encumbered.

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

  • 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.

  • Financial Condition; No Material Adverse Effect (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present the financial condition of the Borrower and its subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

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