Termination for Material Adverse Change Sample Clauses

Termination for Material Adverse Change. In the event cumulative adjustments to the Purchase Price pursuant to Article 3.4 equal ten percent (10%) or more of the Purchase Price, Seller may terminate this Agreement prior to the Closing by written notice to Purchaser.
Sample 1
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Termination for Material Adverse Change. Xxxxx shall have the right to terminate this Agreement, in whole or in part, upon thirty (30) days written notice, in the event there has been a Material Adverse Change in the financial condition of SAVVIS which affects the ability of SAVVIS to perform the Services. For this purpose, a “Material Adverse Change” will be deemed to occur if and only if, at the end of any two (2) consecutive quarters beginning with or after the fourth (4th) quarter of 2005, SAVVIS (i) does not have positive EBITDA; and (ii) either SAVVIS does not have positive operating cash flow or SAVVIS does not have cash balances above Twenty-Five Million Dollars ($25,000,000) (all as defined according to generally accepted accounting principles and/or reported in SAVVIS’ Form 10Q or Form 10K); except that a Material Adverse Change will not be deemed to have occurred in the event the circumstance set forth in (i) or (ii) is the result of an extraordinary circumstance such as a merger or acquisition. In the event of such termination, Xxxxx will pay a Termination Fee equal to the applicable CapEx amount as calculated pursuant to Schedule C.
Sample 1
Termination for Material Adverse Change. The Buyer may, at its option, terminate this Agreement prior to the Closing if the business or assets of BN, of SPC or of MM has suffered any material damage, destruction or loss (whether or not covered by insurance) or if there shall occur a material adverse change in either company's business or prospects (financial and otherwise) from and after the date of the Company's most recent financial statements delivered to the Buyer.
Sample 1
Termination for Material Adverse Change. Each Party shall have the right, in its sole discretion, to terminate this Agreement prior to the Closing by written notice to the other Party if the other Party has undergone a Material Adverse Change.
Sample 1
Termination for Material Adverse Change. If, during the Term of this Agreement, either Party determines that business conditions have changed, or are likely to change, to such an extent that continuation of this Agreement would have a material adverse effect on such Party, or any of its affiliates, then that affected Party shall provide Notice to the other Party disclosing the material adverse change. Once Notice has been provided, the Parties agree to meet in good faith to modify the terms of this Agreement in an attempt to mitigate or eliminate such material adverse effect. If the parties cannot agree to any such modifications within thirty (30) days of such Notice, then the affected Party shall be entitled to terminate this Agreement without liability by providing the other Party with thirty (30) days prior written notice thereof.
Sample 1
Termination for Material Adverse Change. 4.4.1 If, at any time before Completion, the Purchaser is or becomes aware of any fact, matter or circumstance and concludes that such fact, matter or circumstance would or would be reasonably likely to give rise to or result in a Material Adverse Change, then the Purchaser shall promptly notify the Principal Seller in writing of such fact, matter or circumstance, giving particulars, in reasonable detail, of the same. 4.4.2 If, at any time before Completion, a Seller is or becomes aware of any fact, matter or circumstance which in its reasonable opinion would or would be reasonably likely to give rise to or result in a Material Adverse Change, then such Seller shall promptly notify the Purchaser in writing of such fact, matter or circumstance, giving particulars, in reasonable detail, of the same. 4.4.3 If prior to Completion a Material Adverse Change occurs, the Purchaser may (in its sole and absolute discretion) terminate this Agreement with immediate effect by notice in writing to the Principal Seller, in which event (other than this Clause 4.4 and Clauses 1, 5.3.5, 12 and 13.5 to 13.24 which shall survive such termination) this Agreement shall terminate with immediate effect and the Material Adverse Change, the facts, matters and circumstances giving rise thereto and the termination resulting therefrom shall not give rise to any right to damages or compensation. 4.4.4 If, less than 10 Business Days before any proposed Completion Date, the Purchaser is notified of any fact, matter or circumstance pursuant to Clause 4.4.2 or otherwise becomes aware of any fact, matter or circumstance which in each case the Purchaser considers, in its reasonable opinion, may constitute, give rise to or indicate the occurrence of a Material Adverse Change, then the Purchaser may, by written notice to the Principal Seller, elect to defer Completion to a date not more than 4 Business Days from the proposed Completion Date (in which event the provisions of Clauses 4.4.3 and 6 shall apply to the deferred date of Completion with all necessary modifications) and each Seller shall, in the period up to the deferred date of Completion, promptly provide to the Purchaser such access and information as is in its possession and/or control and as is reasonably requested by the Purchaser to enable the Purchaser to assess whether such facts, matters and/or circumstances constitute, give rise to or otherwise indicate the occurrence of a Material Adverse Change.
Sample 1
Termination for Material Adverse Change. This Agreement may be terminated by Buyer at any time a Material Adverse Change occurs.
Sample 1
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Termination for Material Adverse Change. In the event that, in the commercially reasonable good faith judgment of Company, there has been a material adverse change in Company’s business or network of representatives due in whole or in substantial part to the provision of Money Transfer Services by Seller hereunder, then Company shall have the right to terminate this Agreement as to the Money Transfer Services only. Before electing such a termination, Company shall provide Seller with 180 days advance written notice of its intention to terminate including a description of the material adverse change. Seller shall then have the right to accept such notice of termination or object to the termination. If Seller objects to the termination, then Seller shall provide written notice of its objection and rationale no later than 30 days after its receipt of the notice of termination. Upon objection by the Seller, the matter shall be submitted to dispute resolution pursuant to the provisions of Section XVI hereof; provided, however, following a material adverse change termination hereunder by Company, Seller may engage a third party to provide money transfer services for the remainder of the current term of this Agreement. Within 30 days after any termination in accordance with this Section XIII, the parties shall conduct a final accounting to determine the final amounts due and owing between them for transactions completed prior to the termination date. All such amounts shall be paid immediately following such accounting. If the termination is for hardship or material adverse change in accordance with this Section XIII, then no further damages or other compensation shall be payable by either party. The provisions of this Agreement regarding (i) the return of Company’s equipment and other property, including Seller’s payment therefore, and (ii) each party’s indemnification rights under Section VI shall remain in effect subsequent to the termination of this Agreement.
Sample 1

Related to Termination for Material Adverse Change

  • Notice of Material Adverse Change Firm agrees to notify Citizens in writing of any “Material Adverse Change” to Firm within ten (10) days of said change. A “Material Adverse Change” means: (i) a change in the business operations or financial condition of Firm which negatively impacts its capacity to meet its professional or financial obligations;

  • Absence of Material Adverse Change On the Closing Date, no circumstance shall exist that constitutes a REIT II Material Adverse Effect.

  • Material Adverse Change A Material Adverse Change occurs;

  • Material Adverse Changes Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the judgment of the Agent there shall not have occurred any Material Adverse Change; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.

  • Financial Condition; No Material Adverse Change (a) The Borrower has heretofore furnished to the Administrative Agent its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal years ended December 31, 2013 and December 31, 2014, reported on by Deloitte & Touche LLP, independent public accountants, and (ii) as of and for each fiscal quarter ended subsequent to December 31, 2014 and at least 45 days prior to the Closing Date, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off). Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a), prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements). (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the Subsidiaries, taken as a whole. (d) Since December 31, 2014, there has been no event, change or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

  • No Material Adverse Change No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

  • Absence of Material Adverse Changes No material adverse change in the business, assets, financial condition, or prospects of the Company shall have occurred, no substantial part of the assets of the Company not substantially covered by insurance shall have been destroyed due to fire or other casualty, and no event shall have occurred which has had or will have a material adverse effect on the business, assets, financial condition or prospects of the Company.

  • No Material Adverse Change in Business Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

  • Company Material Adverse Effect Since the date of this Agreement, there shall not have been any Company Material Adverse Effect or any event, change, or effect that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

  • Notice of Material Adverse Effect The Company shall notify the Buyer (and any subsequent holder of the Debentures), as soon as practicable and in no event later than three (3) business days of the Company’s knowledge of any Material Adverse Effect on the Company. For purposes of the foregoing, “knowledge” means the earlier of the Company’s actual knowledge or the Company’s constructive knowledge upon due inquiry.

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