Notice of Extraordinary Events Sample Clauses

Notice of Extraordinary Events. The Partnership shall promptly deliver to the Collateral Trustee, the Applicable Agents, each Credit Rating Agency and the Independent Engineer notice upon its discovery of: (a) any Event of Default or Potential Default and any breach of its obligations under this Agreement, any Senior Loan Agreement, the Oil Payment Insurance Policy or the Reimbursement Agreement that does not of itself constitute an Event of Default or a Potential Default; (b) any material default (including without limitation any material payment default) under, or any amendment or termination of, any Project Document or any material disputes in respect thereof with counterparties thereof; (c) the occurrence of any Event of Force Majeure that excuses the performance of any obligation under, or allows the termination of, any Transaction Document; (d) any litigation, arbitration, administrative, governmental or other similar proceeding that is instituted or threatened against any of the Borrower, the Partnership, the General Partner or the Limited Partner or any of their respective property or assets, that, if adversely determined, could be expected to have a Material Adverse Effect; (e) any transaction with an Affiliate of the Partnership; and (f) other developments in construction or operation of the Xxxxx Project, if not otherwise reported in any report of the Partnership required to be provided hereunder, that could reasonably be expected to have a Material Adverse Effect; and (g) any facts or circumstances regarding the matters described in the representations set forth in Section 3.01 that would render any such representation untrue if being made at the time of discovery by the Partnership; in each case describing the nature thereof and any action the Partnership proposes to take with respect thereto.
Sample 1
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Notice of Extraordinary Events. The Borrower shall promptly, but in no event later than five (5) days after the Borrower obtains knowledge thereof, deliver written notice to the Administrative Agent (for delivery to each Senior Lender and each Hedge Bank), the Collateral Agent and the PRI Insurers of the occurrence of: (a) any Default or Event of Default; (b) any material default by any party under, or termination of, any Material Project Document or Apex Metals Document (other than a Financing Document) or any material dispute with respect to any thereof; (c) any pending or threatened, litigation, arbitration, claim or proceeding that is instituted by the Borrower or against the Borrower or any of its assets or affecting the Project which could reasonably be expected to have a Material Adverse Effect; (d) any notification or other material communication, written or otherwise, received by the Borrower in respect of any written claim, application, proceeding, other process or other action directly or indirectly challenging, amending, modifying or otherwise potentially adversely affecting the validity, duration, quantity, exercise, use or any other term or condition of the Mining Concessions or other rights granted for the Project’s use and necessary for the construction or operation of the Project in accordance with the Construction Budget and the Operating Plan then in effect;
Sample 1
Notice of Extraordinary Events. Notify the Lender promptly after the discovery by any Senior Officer of the Borrower of the occurrence of: (i) any casualty loss involving, or condemnation of property of the Borrower or any of its Subsidiaries having a net book value of at least $500,000 (or its equivalent in any other currency); and (ii) any material breach or material default by any party under any Construction Document; in each case describing the nature thereof and the action the Borrower proposes to take with respect thereto.
Sample 1

Related to Notice of Extraordinary Events

  • Extraordinary Events No fault if failure due to an Extraordinary Event 15.1 Neither Party will be liable to the other for any failure to perform its obligations under this Contract where the failure is due to an Extraordinary Event. Obligations of the affected Party 15.2 A Party who wishes to claim suspension of its obligations due to an Extraordinary Event must notify the other Party as soon as reasonably possible. The Notice must state: a. the nature of the circumstances giving rise to the Extraordinary Event b. the extent of that Party's inability to perform under this Contract c. the likely duration of that non-performance, and d. what steps are being taken to minimise the impact of the Extraordinary Event on the delivery of Services. Alternative arrangements requiring immediate termination 15.3 If the Buyer, acting reasonably, requires the Services to be supplied during the period affected by an Extraordinary Event, then despite clause 15.4, the Buyer may terminate this Contract immediately by giving Notice.

  • Extraordinary Event Registry Operator will use commercially reasonable efforts to restore the critical functions of the registry within twenty-­‐four (24) hours after the termination of an extraordinary event beyond the control of the Registry Operator and restore full system functionality within a maximum of forty-­‐eight (48) hours following such event, depending on the type of critical function involved. Outages due to such an event will not be considered a lack of service availability.

  • Extraordinary Events Regarding Common Stock In the event that the Company shall (a) issue additional shares of the Common Stock as a dividend or other distribution on outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock, or (c) combine its outstanding shares of the Common Stock into a smaller number of shares of the Common Stock, then, in each such event, the Purchase Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Purchase Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Purchase Price then in effect. The Purchase Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this Section 4. The number of shares of Common Stock that the Holder of this Warrant shall thereafter, on the exercise hereof as provided in Section 1, be entitled to receive shall be adjusted to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section 4) be issuable on such exercise by a fraction of which (a) the numerator is the Purchase Price that would otherwise (but for the provisions of this Section 4) be in effect, and (b) the denominator is the Purchase Price in effect on the date of such exercise.

  • Notice of Events As soon as Guarantor obtains knowledge thereof, Guarantor shall give Guarantied Party written notice of any condition or event which has resulted in (a) a material adverse change in the financial condition of Guarantor or Company or (b) any Event of Default or Potential Event of Default.

  • Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events If (a) an Early Termination Date (whether as a result of an Event of Default or a Termination Event) occurs or is designated with respect to the Transaction or (b) the Transaction is cancelled or terminated upon the occurrence of an Extraordinary Event (except as a result of (i) a Nationalization, Insolvency or Merger Event in which the consideration to be paid to holders of Shares consists solely of cash, (ii) a Merger Event or Tender Offer that is within Counterparty’s control, or (iii) an Event of Default in which Counterparty is the Defaulting Party or a Termination Event in which Counterparty is the Affected Party other than an Event of Default of the type described in Section 5(a)(iii), (v), (vi), (vii) or (viii) of the Agreement or a Termination Event of the type described in Section 5(b) of the Agreement, in each case that resulted from an event or events outside Counterparty’s control), and if Dealer would owe any amount to Counterparty pursuant to Section 6(d)(ii) of the Agreement or any Cancellation Amount pursuant to Article 12 of the Equity Definitions (any such amount, a “Payment Obligation”), then Dealer shall satisfy the Payment Obligation by the Share Termination Alternative (as defined below), unless (a) Counterparty gives irrevocable telephonic notice to Dealer, confirmed in writing within one Scheduled Trading Day, no later than 12:00 p.m. (New York City time) on the Merger Date, Tender Offer Date, Announcement Date (in the case of a Nationalization, Insolvency or Delisting), Early Termination Date or date of cancellation, as applicable, of its election that the Share Termination Alternative shall not apply, (b) Counterparty remakes the representation set forth in Section 8(f) as of the date of such election and (c) Dealer agrees, in its sole discretion, to such election, in which case the provisions of Section 12.7 or Section 12.9 of the Equity Definitions, or the provisions of Section 6(d)(ii) of the Agreement, as the case may be, shall apply.

  • Additional Disruption Events Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by adding the words “(including, for the avoidance of doubt and without limitation, adoption or promulgation of new regulations authorized or mandated by existing statute)” after the word “regulation” in the second line thereof.

  • Notice of Events of Default The Issuer shall give a Responsible Officer of the Indenture Trustee and each Rating Agency prompt written notice of each Event of Default hereunder and each default on the part of the Servicer or the Seller of its obligations under the Sale and Servicing Agreement.

  • Notice of Corporate Events If the Company (i) declares a dividend or any other distribution of cash, securities or other property in respect of its Common Stock, including without limitation any granting of rights or warrants to subscribe for or purchase any capital stock of the Company or any Subsidiary, (ii) authorizes or approves, enters into any agreement contemplating or solicits stockholder approval for any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation or winding up of the affairs of the Company, then the Company shall deliver to the Holder a notice describing the material terms and conditions of such transaction, at least 20 calendar days prior to the applicable record or effective date on which a Person would need to hold Common Stock in order to participate in or vote with respect to such transaction, and the Company will take all steps reasonably necessary in order to insure that the Holder is given the practical opportunity to exercise this Warrant prior to such time so as to participate in or vote with respect to such transaction; provided, however, that the failure to deliver such notice or any defect therein shall not affect the validity of the corporate action required to be described in such notice.

  • Notice of Subsequent Events If at any time during the ninety (90) day period after the Registration Statement becomes effective, any rumor, publication or event relating to or affecting the Company shall occur as a result of which in your opinion the market price of the Company Shares has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus), the Company will, after written notice from you advising the Company to the effect set forth above, forthwith prepare, consult with you concerning the substance of and disseminate a press release or other public statement, reasonably satisfactory to you, responding to or commenting on such rumor, publication or event.

  • Notice of Casualty Events Prompt written notice, and in any event within three Business Days, of the occurrence of any Casualty Event or the commencement of any action or proceeding that could reasonably be expected to result in a Casualty Event.

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