Notice of Adverse Impact. If Successful Respondent becomes aware of any failure of Successful Respondent to comply with its obligations under this Agreement or any other situation (a) that has impacted or reasonably could impact the maintenance of DIR's or any DIR Customer's financial integrity or internal controls, the accuracy of DIR's or any DIR Customer's financial, accounting or other records and reports, or compliance with DIR Rules, DIR Standards or applicable Laws, or (b) that has had or reasonably could have any other material adverse impact on the Services in question or the impacted operations of DIR or the DIR Customers, then, Successful Respondent shall immediately inform DIR in writing of such situation and the impact or expected impact and Successful Respondent and DIR shall meet to formulate an action plan to minimize or eliminate the impact of such situation.
Notice of Adverse Impact. If Service Provider becomes aware of any failure by Service Provider to comply with its obligations under this Agreement or any other situation (a) that has impacted or reasonably could impact the maintenance of DIR's or any DIR Customer's financial integrity or internal controls, the accuracy of DIR's or any DIR Customer's financial, accounting or other records and reports, or compliance with DIR Rules, DIR Standards or applicable Laws or (b) that has had or reasonably could have any other material adverse impact on the Services in question or the impacted operations of DIR or the DIR Customers, then, Service Provider shall immediately inform DIR in writing of such situation and the impact or expected impact and Service Provider and DIR shall meet to formulate an action plan to minimize or eliminate the impact of such situation.
Notice of Adverse Impact. If Supplier becomes aware of any failure by Supplier to comply with its obligations under this Agreement or any other situation (i) that has impacted or reasonably could impact the maintenance of Kraft’s or any Eligible Recipient’s financial integrity or internal controls, the accuracy of Kraft’s or any Eligible Recipient’s financial, accounting, quality, inventory, procurement or human resources records and reports or compliance with Kraft Rules, Kraft Standards or applicable Laws, or (ii) that has had or reasonably could have any other material adverse impact on the Services in question or the impacted business operations of Kraft or the Eligible Recipients, then, Supplier shall immediately inform Kraft in writing of such situation and the impact or expected impact and Supplier and Kraft shall meet to formulate an action plan to minimize or eliminate the impact of such situation.
Notice of Adverse Impact. The ProjectCo shall, and the Seller shall procure that the ProjectCo shall, provide the Purchaser with written notice of each of the following events promptly upon a Project Entity or any MineCo becoming aware of or having knowledge of such event:
(A) the occurrence of any Project Entity Event of Default, or any event or circumstance which with notice or lapse of time or both would become a Project Entity Event of Default;
(B) any material default by any party under or termination or threatened termination of any Material Contract;
(C) the loss of or material non-compliance with the terms of, or any threat (whether or not in writing) by a Governmental Body to revoke or suspend, any Material Project Authorization;
(D) any material violation of Applicable Law by any Seller Group Member;
(E) all material actions, hearings, investigations, notices of violation, hearings, investigations, suits, claims and proceedings before any Governmental Body or arbitrator pending, or to the Seller’s or ProjectCo’s knowledge threatened, against or affecting any Seller Group Member or the Project including any of their ownership;
(F) any material damage suffered to the Project, and whether any Seller Group Member has or plans to make any insurance claim with respect to such damage;
(G) any material disputes or material disturbances relating to the Project or resulting from Mining Operations involving local communities;
(H) any event, circumstance or fact that would be expected to give rise to or that constitutes a “Default” or an “Event of Default” as defined under any Senior Financing or any other agreement in respect of Debt of the Project Entities or any Guarantor in a principal amount of [***] or more without any amendments or waivers from the creditor party thereunder;
(I) any dispute between the Seller or a MineCo and an Offtaker in respect of a material matter arising out of or in connection with the relevant Offtake Agreement (the Seller shall provide the Purchaser with timely updates of the status of any such dispute and the final decision and award of the court or arbitration panel with respect to such dispute, as the case may be), if such dispute could affect the Project Entities’ performance of their obligations under this Agreement; and
(J) any other condition or event which has resulted or that could reasonably be expected to result, in a Material Adverse Effect, in each case, accompanied by a written statement by a senior officer of the ProjectCo setting forth ...
Notice of Adverse Impact. If Supplier becomes aware of any failure by Supplier to comply with its obligations under this Agreement or any other situation (i) that has impacted or reasonably could impact the maintenance of any Eligible Recipient’s financial integrity or internal controls, the accuracy of any Eligible Recipient’s financial, accounting, safety, security, manufacturing/production quality or human resources records and reports, or compliance with Ascension Health Rules, Ascension Health Standards or applicable Laws, or (ii) that has had or reasonably could have any other material adverse impact on the Services in question or the business operations or reputation of the Eligible Recipients, then Supplier shall expeditiously notify Ascension Health of such situation and the impact or expected impact and Supplier and Ascension Health shall meet to formulate and implement an action plan to rectify such situation and minimize or eliminate such impact.
Notice of Adverse Impact. If Vendor becomes aware of any failure by Vendor that could reasonably be expected to have a material adverse effect on the Services, then, Vendor shall promptly inform TXU in writing of such situation and the impact or expected impact. Vendor shall as soon as practicable meet with TXU to formulate an action plan to minimize or eliminate the impact of such situation.
Notice of Adverse Impact. As of each applicable Commencement Date, CSC is not aware of any failure by CSC (including the CSC Personnel) to comply with its obligations under this Agreement or any other situation that (i) has impacted or reasonably could be expected to impact the maintenance of any Eligible Recipient’s financial integrity or internal controls, the accuracy of any Eligible Recipient’s financial, accounting, manufacturing quality or human resources records and reports or compliance with the Code of Conduct, Privacy Policies, Sears Rules, Sears Standards or any Laws, or (ii) has had or reasonably could be expected to have any other material adverse impact on the Services in question or the impacted business operations of the Eligible Recipients. If CSC at any time becomes aware of any such situation, then CSC shall (A) immediately notify Sears Relationship Manager of such situation and the expected impact, and (B) with the assistance of Sears, formulate an appropriate plan to mitigate the impact of, and to correct, the situation; provided, however, that changes to CSC’s performance as a result of such plan shall be subject to Sears’ prior consent.
Notice of Adverse Impact. If Supplier becomes aware of any failure by Supplier to comply with its obligations under this Agreement or any other situation that has had or reasonably could have any other material adverse impact on the Services in question or the impacted business operations of ABM or the Eligible Recipients, then Supplier shall immediately inform ABM in writing of such situation and the impact or expected impact on the Services and Supplier and ABM shall meet to formulate an action plan to minimize or eliminate the impact of such situation.
Notice of Adverse Impact. Vendor shall promptly inform the County in writing of any failures by Vendor to comply with its obligations under this Agreement, or any other situation, that Vendor is aware of that have resulted, or is aware of that could reasonably result, in an adverse impact on the (a) Services or the County’s IT operations, (b) integrity of the County’s financial and other internal controls, or (c) quality or accuracy of the County’s financial, accounting and human resources records. The County may assume that no such circumstances exist unless Vendor so notifies the County.
Notice of Adverse Impact. Contractor shall immediately inform the County in writing of any failures by Contractor to comply with its obligations under this Agreement, or any other situation, that Contractor is aware of that have resulted, or could reasonably result, in an impact on the (i) Services or the County’s operations or the operations of any agency, department or subdivision of the County, (ii) integrity of the County’s financial and other internal controls, or (iii) quality, accuracy, integrity, security or confidentiality of County Data. The County may assume that no such circumstances exist unless Contractor so notifies the County.
