Notification Events Sample Clauses
Notification Events. 15.1 The Recipient shall notify the Project Authority Lead immediately if a Notification Event has occurred or is likely to occur.
15.2 The Project Authority Lead reserves the right to notify the Recipient where the Project Authority Lead believes a Notification Event has occurred or is likely to occur.
15.3 If a Notification Event has occurred the Project Authority Lead shall discuss the Notification Event with the Recipient and agree a course of action to address the Notification Event.
15.4 The Project Authority Lead shall have the right to take any of the actions set out in clause 15.5 if:
(a) The Project Authority Lead has been unable to discuss the Notification Event with the Recipient; or
(b) The Project Authority Lead notifies the Recipient that the Notification Event is not capable of remedy; or
(c) A course of action is agreed with the Recipient but the Recipient fails to follow it or any conditions attached to it are not met; or
(d) The course of action fails to remedy the Notification Event to the Project Authority Lead.
15.5 If any of the circumstances set out in clause 15.4 occurs the Project Authority Lead may:
(a) Withdraw the award of Project Funding and/or require the Recipient to repay all or part of the Project Funding immediately; or
(b) Suspend or cease all further payment of Project Funding; or
(c) Make all further payments of Project Funding subject to such conditions as the Project Authority Lead may specify; or
(d) Deduct all amounts owed to the Project Authority Lead under this Agreement from any other funding that the Project Authority Lead has awarded or may award to the Recipient; or
(e) Exercise any other rights against the Recipient which the Project Authority Lead may have in respect of the Project Funding.
Notification Events. AMD shall promptly notify Vantis of the following: (a) any issues known to AMD which will adversely affect AMD's ability to fabricate the Committed Build Amount of Die in any period or otherwise adversely affect performance and/or quality of the Products; (b) intended changes to Processes or materials used to fabricate the Wafers, except to the extent that minor changes may be made to such Processes, Acceptance Criteria or related materials pursuant to AMD Specification Nos. [*], as amended, supplemented or replaced by AMD from time to time; (c) intended changes in any of the material suppliers which supply AMD with raw wafers, aluminum targets and photomasks; and (d) intended closure of any Facility or cessation of all Wafer fabrication activities at any Facility.
Notification Events. The Sellers Agent shall not be deemed to have knowledge or notice of the occurrence of any Potential Notification Event or Notification Event hereunder unless the Sellers Agent has received notice from a Seller, a Guarantor or the Purchaser referring to this Agreement, describing such Potential Notification Event or Notification Event and stating that such notice is a “Notice of Potential Notification Event,” or “Notice of Notification Event.” In the event that the Sellers Agent receives such a notice, the Sellers Agent shall give notice thereof to the Sellers, the Guarantor and the Purchaser. The Sellers Agent shall take such action with respect to such Potential Notification Event or Notification Event as required in this Agreement, or shall be reasonably directed by the Sellers; provided that unless and until the Sellers Agent shall have received such directions, the Sellers Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Potential Notification Event or Notification Event as it shall deem advisable in the best interests of the Sellers.
Notification Events. The sale of the SME Receivables under the SRPA and pledge of the SME Receivables under the Pledge Agreement will be notified to any relevant Borrowers and any other relevant parties (and instructions to make future payments directly into an account of the Issuer will be given) by the Issuer (acting on the instructions of the Security Agent) pursuant to the terms and conditions set out in the SRPA and the Pledge Agreement. Each of the following events is a Notification Event under the SRPA:
(a) a default is made by the Seller in the payment on the due date of any amount due and payable by it under the SRPA or under any Transaction Document to which it is a party and such failure is not remedied within fifteen (15) Business Days after notice thereof has been given by the Issuer or the Security Agent to such Seller; or
(b) the Seller fails duly to perform or comply with any of its obligations under the SRPA or under any other Transaction Document to which it is a party and such failure, if capable of being remedied, is not remedied within fifteen (15) Business Days after the Seller having knowledge of such failure or notice thereof has been given by the Issuer or the Security Agent to the Seller; or
(c) any representation, warranty or statement made or deemed to be made by the Seller in the SRPA, other than the representations and warranties made in respect of the SME Loans (in respect which the Seller consequently repurchases the SME Receivables), or under any of the other Transaction Documents to which it is or will be a party or if any notice or other document, certificate or statement delivered by it pursuant hereto proves to have been, and continues to be after the expiration of any applicable grace period provided for in any Transaction Document, untrue or incorrect in any material respect. A representation or warranty will be considered to be untrue or incorrect in a material respect if it affects the validity of the obligations of the Seller under the Transaction Documents; or
(d) an order being made or an effective resolution being passed for the winding up (ontbinding/dissolution) of the Seller except a winding up for the purposes of or pursuant to an amalgamation or reconstruction the terms or which have previously been approved by the Security Agent in writing or by an Extraordinary Resolution or Noteholders; or
(e) the Seller, otherwise than for the purpose of such an amalgamation or reconstruction as referred to in paragraph (d) above, ceases or...
Notification Events. Supplier will provide AXP promptly, upon request , information about Supplier’s and its affiliates’ finances, creditworthiness, and operations, including its most recent certified financial statements. Moreover, Supplier will promptly notify AXP’s Chief Financial Officer and General Counsel at any time of any of the following: (i) a material reduction in Supplier’s long-term credit rating as determined by ▇▇▇▇▇’▇ Investors Service or S&P Global; (ii) Supplier receives a “going concern” explanation or qualification from its external auditor; (iii) Supplier’s cessation of a substantial portion of or adversely altering its operations, including any termination or substantial reduction of business with one or more of Supplier’s other top three financial institution customers by revenue; (iv) Supplier’s entry into a definitive agreement to sell any material portion of its assets or Supplier’s entry into a definitive agreement whereby any party will acquire 25% or more of any class of the equity interests issued by Supplier (other than parties owning 25% or more of such interests as of the Order Effective Date), whether through acquisition of new equity interests, previously outstanding interests, or otherwise or through a merger or consolidation transaction; (v) Supplier suffering a material adverse change in its business, assets, condition (financial or otherwise) or prospects, or a material adverse change occurs in Supplier’s industry; (vi) Supplier’s breach of any provision of the Agreement; (vii) Supplier becoming or threatening to become insolvent; (viii) Supplier’s ’s reasonable belief that Supplier will not be able to perform its obligations under the Order; (ix) the establishment of a reserve with, or other protective action taken by any Entity with whom Supplier has entered into an arrangement for services involving the Platform or otherwise similar to the Hosted Services that requires Supplier to provide such Entity with a letter of credit, guaranty or other third-party assurance of payment; (x) Supplier’s material lack of compliance with or an event of default under the terms of a material agreement between Supplier and any third party, regardless of whether the agreement has been publicly disclosed in an SEC or comparable public filing; or
Notification Events. A duly authorised officer of the Transferor shall admit in writing that the Transferor or any Additional Transferor is unable to pay its debts as they fall due within the meaning of Section 123(1) of the Insolvency ▇▇▇ ▇▇▇▇ or the Transferor or any Additional Transferor makes a general assignment for the benefit of or a composition with its creditors or voluntarily suspends payments of its obligations with a view to the general readjustment or rescheduling of its indebtedness.
