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 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. 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 Xxx 0000 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.

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 Xxxxx’x 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

Related to Notification Events

Termination Events If the Early Termination Date results from a Termination Event:—
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.
Servicer Termination Events For purposes of this Agreement, the occurrence and continuance of any of the following shall constitute a “Servicer Termination Event”: (a) Any failure by the Servicer to deposit into any Account any proceeds or payment required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account under the terms of this Agreement that continues unremedied for a period of five Business days after written notice is received by the Servicer or after discovery of such failure by a Responsible Officer of the Servicer; (b) Failure on the part of the Servicer duly to observe or perform, in any material respect, any covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of the Securityholders and (ii) continues unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by any of the Owner Trustee, the Indenture Trustee or Noteholders evidencing not less than 50% of the Outstanding Amount of the Controlling Class of Notes; (c) If any representation or warranty of the Servicer, in its capacity as Servicer, made in this Agreement shall prove to be incorrect in any material respect as of the time when the same shall have been made and the incorrectness of such representation or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders representing not less than 50% of the Outstanding Amounts of the Notes; or (d) The occurrence of an Insolvency Event with respect to the Servicer; provided, however, that a delay or failure of performance referred to under clause (a) above for a period of 10 days or clause (b) or (c) above for a period of 30 days will not constitute a Servicer Termination Event if such delay or failure was caused by force majeure or other similar occurrence.
Termination Event; Notice (a) The Purchase Contracts and all obligations and rights of the Company and the Holders thereunder, including the Holders’ obligation and right to purchase and receive shares of Common Stock and to receive accrued and unpaid Contract Adjustment Payments (including any deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon)), shall immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Purchase Contract Agent or the Company, if, prior to or on the Purchase Contract Settlement Date, a Termination Event shall have occurred. In the event of such a termination of the Purchase Contracts as a result of a Termination Event, Holders of such Purchase Contracts will not have a claim in bankruptcy under the Purchase Contract with respect to the Company’s issuance of shares of Common Stock or the right to receive Contract Adjustment Payments. (b) Upon and after the occurrence of a Termination Event, the Units shall thereafter represent the right to receive the Notes (or security entitlements with respect thereto) underlying the Applicable Ownership Interests in Notes, the Treasury Securities or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, forming part of such Units, and any other Collateral, in each case, in accordance with the provisions of Section 3.15. Upon the occurrence of a Termination Event, (i) the Company shall promptly thereafter give written notice to the Purchase Contract Agent, the Collateral Agent and the Holders, at their addresses as they appear in the Security Register and (ii) the Collateral Agent shall, in accordance with Section 3.15, release the Notes (or security entitlements with respect thereto) underlying the Pledged Applicable Ownership Interests in Notes or the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of Applicable Ownership Interest in the Treasury Portfolio) forming a part of each Corporate Unit or the Treasury Securities forming a part of each Treasury Unit, as the case may be, and any other Collateral from the Pledge.
Notification of Event of Default Borrower shall notify Agent immediately of the occurrence of any Event of Default.
Notice of Termination Events Neither any Purchaser Agent nor the Administrator shall be deemed to have knowledge or notice of the occurrence of any Termination Event or Unmatured Termination Event unless the Administrator and the Purchaser Agents have received notice from any Purchaser, the Servicer or the Seller stating that a Termination Event or an Unmatured Termination Event has occurred hereunder and describing such Termination Event or Unmatured Termination Event. In the event that the Administrator receives such a notice, it shall promptly give notice thereof to each Purchaser Agent whereupon each such Purchaser Agent shall promptly give notice thereof to its related Purchasers. In the event that a Purchaser Agent receives such a notice (other than from the Administrator), it shall promptly give notice thereof to the Administrator. The Administrator shall take such action concerning a Termination Event or an Unmatured Termination Event as may be directed by the Majority Purchaser Agents (unless such action otherwise requires the consent of all Purchasers, the LC Bank and/or the Required LC Participants), but until the Administrator receives such directions, the Administrator may (but shall not be obligated to) take such action, or refrain from taking such action, as the Administrator deems advisable and in the best interests of the Purchasers and the Purchaser Agents.
Additional Termination Events (i) Notwithstanding anything to the contrary in this Confirmation, upon any Early Conversion in respect of which a Notice of Conversion that is effective as to Counterparty has been delivered by the relevant converting Holder: (A) Counterparty may, within five Scheduled Trading Days of the Conversion Date for such Early Conversion, provide written notice (an “Early Conversion Notice”) to Dealer specifying the number of Convertible Notes surrendered for conversion on such Conversion Date (such Convertible Notes, the “Affected Convertible Notes”), and the giving of such Early Conversion Notice shall constitute an Additional Termination Event as provided in this clause (i) (provided that Counterparty acknowledges its responsibilities under applicable securities laws and the Companies Law, and in particular Section 9 and Section 10(b) of the Exchange Act and the rules and regulations thereunder, in respect of any delivery of an Early Conversion Notice); (B) upon receipt of any such Early Conversion Notice, Dealer shall designate an Exchange Business Day as an Early Termination Date (which Exchange Business Day shall be no earlier than one Scheduled Trading Day following the Conversion Date for such Early Conversion) with respect to the portion of the Transaction corresponding to a number of Options (the “Affected Number of Options”) equal to the lesser of (x) the number of Affected Convertible Notes minus the “Affected Number of Options” (as defined in the Base Call Option Confirmation), if any, that relate to such Affected Convertible Notes and (y) the Number of Options as of the Conversion Date for such Early Conversion; (C) any payment hereunder with respect to such termination shall be calculated pursuant to Section 6 of the Agreement as if (x) an Early Termination Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Options equal to the Affected Number of Options, (y) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (z) the terminated portion of the Transaction were the sole Affected Transaction; (D) for the avoidance of doubt, in determining the amount payable in respect of such Affected Transaction pursuant to Section 6 of the Agreement, the Calculation Agent shall assume that (x) the relevant Early Conversion and any conversions, adjustments, agreements, payments, deliveries or acquisitions by or on behalf of Counterparty leading thereto had not occurred, (y) no adjustments to the Conversion Rate have occurred pursuant to any Excluded Provision and (z) the corresponding Convertible Notes remain outstanding; and (E) the Transaction shall remain in full force and effect, except that, as of the Conversion Date for such Early Conversion, the Number of Options shall be reduced by the Affected Number of Options. (ii) Notwithstanding anything to the contrary in this Confirmation if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that results in the Convertible Notes becoming or being declared due and payable pursuant to the terms of the Indenture, then such acceleration shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (iii) Notwithstanding anything to the contrary in this Confirmation, the occurrence of an Amendment Event shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. “Amendment Event” means that Counterparty amends, modifies, supplements, waives or obtains a waiver in respect of any term of the Indenture or the Convertible Notes governing the principal amount, coupon, maturity, repurchase obligation of Counterparty, redemption right of Counterparty, any term relating to conversion of the Convertible Notes (including changes to the conversion rate, conversion rate adjustment provisions, conversion settlement dates or conversion conditions), or any term that would require consent of the holders of not less than 100% of the principal amount of the Convertible Notes to amend (other than, in each case, any amendment or supplement (x) pursuant to Section 10.01(m) of the Indenture that, as determined by the Calculation Agent, conforms the Indenture to the description of Convertible Notes in the Offering Memorandum or (y) pursuant to Section 14.07 of the Indenture), in each case, without the consent of Dealer.
Notice of Disqualification Events The Company will notify the Purchasers in writing, prior to the Closing Date of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, reasonably be expected to become a Disqualification Event relating to any Issuer Covered Person, in each case of which it is aware.
Other Termination Events Subject to Section 5.3(b), this Agreement shall terminate with respect to all Parties upon the earliest to occur of (a) a written agreement among the Parties to terminate this Agreement, (b) the Closing and (c) termination of this Agreement in accordance with Section 5.1 by written notice.
Termination Event If any of the following events (each a "Termination Event") shall occur: (a) default is made by the Administrator in the payment on the due date of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware of such default; (b) default is made by the Administrator in the performance or observance of any of its other covenants and material obligations under this Agreement or any of the other Transaction Documents, which , the Security Trustee having been informed thereof as specified below in this sub-clause, is materially prejudicial to the interests of the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such default, provided however that where the relevant default occurs as a result of a default by any person to whom the Administrator has sub-contracted or delegated part of its obligations hereunder, such default shall not constitute a Termination Event if within such twenty (20) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences of such default; (c) the Administrator at any time fails to obtain the necessary license or regulatory approval required by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loans; or (d) the Administrator becomes subject to an Insolvency Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the Administrator.

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