REVIEW OF CIRCUMSTANCES Sample Clauses

REVIEW OF CIRCUMSTANCES. So long as any alternative basis for the calculation of interest as provided in clause 8.2 is in force the Agent shall from time to time review whether or not the circumstances referred to in clause 8.1 still prevail with a view to returning to the normal provisions of this Agreement relating to the determination of the rates of interest applicable to any LIBOR Revolving Loan.
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REVIEW OF CIRCUMSTANCES. So long as any alternative basis for the calculation of interest as provided in Clause 6.2 (Applicable Interest Rate) is in force the Agent shall from time to time review whether or not the circumstances referred to in Clause 6.1 (Circumstances) still prevail with a view to returning to the normal provisions of this Agreement relating to the determination of the rates of interest applicable to any LIBOR Revolving Loan.
Sample 1
REVIEW OF CIRCUMSTANCES. The Acquiring Company declares that it has reviewed the closing balance sheet of the Transferring Company as at 31 March 2024 which forms the basis for the Merger. It has also inspected the business of the Transferring Company and gained a clear understanding of the status of the individual assets. The Acquiring Company has informed itself about the transactions carried out by the Transferring Company after the Effective Date of the Merger by inspecting the books and obtaining information. The Transferring Company declares that it has disclosed the transactions conducted after the Effective Date of the Merger correctly and in full to the Acquiring Company.
Sample 1
REVIEW OF CIRCUMSTANCES. The Acquiring Company declares that it has reviewed the closing balance sheet of the Transferring Company as of 30 June 2016 which forms the basis for the Merger. It has also reviewed the business of the Transferring Company and gained a clear understanding of the status of the individual assets. The Acquiring Company has inspected the Transferring Company’s books and obtained information on the transactions conducted by the Transferring Company after the Effective Date of the Merger. The Transferring Company declares that it has disclosed the transactions conducted after the Effective Date of the Merger correctly and in full to the Acquiring Company. ----------- 5.1 Transfer of the assets Section 5 Power of attorney The Transferring Company and the Acquiring Company hereby individually and jointly authorize and empower Xxxxxx Kaukal, who was born on 6 (sixth) July 1961 (nineteen hundred and sixty- one),and Xxxxxx Xxxxxx, who was born on 1 (first) November 1972 (nineteen hundred and seventy- two), each individually, to transfer (where applicable) the assets of the Transferring Company to the Acquiring Company or to carry out acts which are still required in order to execute the Merger and to make declarations, including in the form of a notarial deed or in any other notarial form, including vis-à-vis the commercial register. The power of attorney pursuant to this clause 5.1 shall not expire with the deletion of the Transferring Company from the commercial register as a result of the Merger. ------------------------------------------------------------------------------- 5.2 Amendments to the Merger Agreement Furthermore, the Transferring Company and the Acquiring Company hereby individually and jointly authorize and empower Xxxxxx Kaukal, who was born on 6 (sixth) July 1961 (nineteen hundred and sixty-one), and Xxxxxx Xxxxxx, who was born on 1 (first) November 1972 (nineteen hundred and seventy-two), each individually, to effect amendments and additions to this Agreement including, where necessary, in the form of a notarial deed or in any other notarial form, and to make all associated legal declarations, including in notarial form. The power of attorney pursuant to this clause 5.2 shall expire when the Merger is registered with the commercial register.-----------------------------------------
Sample 1
REVIEW OF CIRCUMSTANCES. So long as any alternative basis for the calculation of interest as provided in Clause 9.2 (Applicable Discount Rate) is in force the Agent shall from time to time review whether or not the circumstances referred to in Clause 9.1 (Circumstances) still prevail with a view to returning to the normal provisions of this Agreement relating to the determination of the Discount Rate.
Sample 1
REVIEW OF CIRCUMSTANCES. The Acquiring Company declares that it has reviewed the closing balance sheet of the Transferring Company as of 30 June 2016 which forms the basis for the Merger. It has also reviewed the business of the Transferring Company and gained a clear understanding of the status of the individual assets. The Acquiring Company has inspected the Transferring Company’s books and obtained information on the transactions conducted by the Transferring Company after the Effective Date of the Merger. The Transferring Company declares that it has disclosed the transactions conducted after the Effective Date of the Merger correctly and in full to the Acquiring Company. ----------- 5.1 Transfer of the assets
Sample 1

Related to REVIEW OF CIRCUMSTANCES

  • Adverse Circumstances No condition, circumstance, event, agreement, document, instrument, restriction, litigation or proceeding (or threatened litigation or proceeding or basis therefor) exists which: (i) would have a Material Adverse Effect upon Debtor; or (ii) would constitute an Event of Default or an Unmatured Event of Default.

  • Unforeseen Circumstances As a rule, the contractor is not entitled to any modification of the contractual terms due to circumstances of which the contracting authority was unaware. A decision of the Belgian State to suspend cooperation with a partner country is deemed to be unforeseeable circumstances within the meaning of this article. Should the Belgian State break off or cease activities which implies therefore the financing of this procurement contract, Xxxxxx will do everything reasonable to agree a maximum compensation figure.

  • Exceptional Circumstances The Recipient agrees that the Federal Government may require another method of valuation to be used to determine the fair market value of Project real property withdrawn from service. In unusual circumstances, the Recipient may request permission to use another reasonable valuation method including, but not limited to accelerated depreciation, comparable sales, or established market values.

  • Special Circumstances An employee shall be entitled to extend the maternity leave by up to an additional six (6) consecutive weeks' leave without pay where a physician certifies the employee as unable to return to work for medical reasons related to the birth. An employee shall be entitled to extend the parental leave by up to an additional five (5) consecutive weeks' leave without pay where the child is at least six (6) months of age before coming into the employee's care and custody and the child is certified as suffering from a physical, psychological or emotional condition. Provided however, that in no case shall the combined maternity and parental leave exceed fifty-two (52) consecutive weeks following the commencement of the leave.

  • Changed Circumstances (a) In the event that: (i) on any date on which the Eurodollar Rate would otherwise be set the Lender shall have determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the Eurodollar Rate, as the case may be, or (ii) at any time the Lender shall have determined in good faith (which determination shall be final and conclusive) that: (A) the making or continuation of, or conversion of any Loan to, a Eurodollar Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially and adversely affects the interbank eurodollar market or (2) compliance by the Lender with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority (whether or not having the force of law); or (B) the Eurodollar Rate shall no longer represent the effective cost to the Lender for United States dollar deposits in the interbank eurodollar market; then, and in any such event, the Lender shall promptly so notify the Borrower thereof in writing. Until the Lender notifies the Borrower that the circumstances giving rise to such notice no longer apply, the Lender’s obligation to allow selection by the Borrower of the type of Loan affected by the contingencies described in this Section 2.11(a) (herein called “Affected Loans”) shall be suspended. If at the time the Lender so notifies the Borrower, the Borrower has previously given the Lender a Notice of Borrowing or Conversion with respect to one or more Affected Loans but such Loans have not yet gone into effect, the Borrower shall have been deemed to have requested that such Loans be made or converted, as applicable, to Base Rate Loans. Upon such date as shall be specified in such notice from the Lender (which shall not be earlier than the date such notice is given) the Borrower shall, with respect to the outstanding Affected Loans, be deemed to have converted such Affected Loans to Base Rate Loans, but shall remain obligated to pay any amounts required to be paid pursuant to Section 2.16. (b) In case any law, regulation, treaty or official directive or the interpretation or application thereof by any court or by any governmental authority charged with the administration thereof or the compliance with any guideline or request of any central bank or other governmental authority (whether or not having the force of law), in each case, effective after the date hereof: (i) subjects the Lender to any Tax with respect to payments of principal or interest or any other amounts payable hereunder by the Borrower or otherwise with respect to the transactions contemplated hereby (except for Taxes imposed by way of withholding or deduction, which shall be governed solely and exclusively by Sections 2.21 and 2.22), or (ii) imposes, modifies or deems applicable any deposit insurance, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of, or loans by, the Lender (other than such requirements as are already included in the determination of the Eurodollar Rate), or (iii) imposes upon the Lender any other condition with respect to its performance under this Agreement or any other Loan Document, and the result of any of the foregoing is to increase the cost to the Lender, reduce the income receivable by the Lender or impose any expense upon the Lender with respect to any Loans or any payments made under or with respect to the Letters of Credit, the Lender shall promptly notify the Borrower thereof. The Borrower agrees to pay to the Lender the amount of such increase in cost, reduction in income or additional expense as and when such cost, reduction or expense is incurred or determined, upon presentation by the Lender of a written statement of such amount and setting forth in reasonable detail the Lender’s calculation thereof, which statement shall be deemed true and correct absent manifest error. Notwithstanding anything to the contrary in this Section, the Borrower shall not be required to compensate the Lender pursuant to this Section for any amounts incurred more than 180 days prior to the date that the Lender notifies the Borrower of the Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effect.

  • Change of Circumstances The Company will, at any time during the pendency of a Placement Notice advise the Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement.

  • No Change in Facts or Circumstances All information in the application for the loan submitted to Lender (the "Loan Application") and in all financial statements, rent rolls, reports, certificates and other documents submitted in connection with the Loan Application are complete and accurate in all material respects. There has been no material adverse change in any fact or circumstance that would make any such information incomplete or inaccurate.

  • No Change in Facts or Circumstances; Disclosure All information submitted by Borrower to Lender and in all financial statements, rent rolls, reports, certificates and other documents submitted in connection with the Loan or in satisfaction of the terms thereof and all statements of fact made by Borrower in this Agreement or in any other Loan Document, are accurate, complete and correct in all material respects, provided, however, that if such information was provided to Borrower by non-affiliated third parties, Borrower represents that such information is, to the best of its knowledge after due inquiry, accurate, complete and correct in all material respects. There has been no material adverse change in any condition, fact, circumstance or event that would make any such information inaccurate, incomplete or otherwise misleading in any material respect or that otherwise materially and adversely affects or might materially and adversely affect the Property or the business operations or the financial condition of Borrower. Borrower has disclosed to Lender all material facts and has not failed to disclose any material fact that could cause any representation or warranty made herein to be materially misleading.

  • Changes in Circumstances It is expressly understood and agreed that the Grantee assumes all risks incident to any change hereafter in the applicable laws or regulations or incident to any change in the market value of the Restricted Shares after the date hereof.

  • Change in Circumstances Section 8.1 Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Administrative Agent determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of "London Interbank Offered Rate" in Section 2.7 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make, Continue or Convert into Euro-Dollar Loans shall be suspended. During any such suspension unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day.

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