Adverse Act definition

Adverse Act means, with respect to any Member, any of the following:
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Adverse Act means, with respect to any Partner, any of the
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Adverse Act means, with respect to any Partner, any of the following:
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Examples of Adverse Act in a sentence

  • Except as provided in Section 11.1(b), the failure to elect to pursue a remedy within the time periods provided in the preceding paragraph shall be conclusively presumed to be a waiver of the remedies provided in this Section 11 with respect to the subject Adverse Act.

  • Failure of any Member to contribute an additional Capital Contribution pursuant to this Section 3.3 shall, upon unanimous consent of the remaining Members, be deemed an Adverse Act.

  • After March 1, 2000, a Partner may Transfer all or any portion of its Interest (the "Offered Interest") if (i) such Partner (the "Seller") first offers to sell the Offered Interest pursuant to the terms of this Section 12.4, and (ii) the Transfer of the Offered Interest to the Purchaser (as defined below) would not cause an Adverse Act under clause (vii) of the definition thereof.

  • Upon the occurrence of an Adverse Act with respect to a Member, such Member shall automatically be deemed to have offered to sell his entire Interest to the Company on the terms and conditions contained in this Section 9.6 and Sections 9.7 and 9.8 hereof.

  • In addition to the foregoing, such failure by the Non-Transferring Member to consummate the transaction within the one (1) year period after it gives the Offer Acceptance Notice shall, at the election of the Transferring Member, constitute an Adverse Act; provided, however, that notwithstanding anything to the contrary in Section 11.1 hereof, the Transferring Member must make such election within one (1) year after the Offer Sale Reference Date.

  • These are any costs associated with selling your current property and purchasing a new one.

  • Upon receipt of written notice from a non-Adverse Member, an Adverse Member shall have thirty (30) days to cure an Adverse Act.

  • In order to modify a proposal, the bidder must resubmit the proposal package in full prior to the submission deadline, 5:00 P.M. on January 22, 2019.

  • The edges of each volume have hand-written texts that is a story the artist has her character, Henrietta, tell.

  • The purchase price for such Units (the “Buy-Sell Price”) shall be equal to (i) in the case of any Adverse Act specified in clause (ii) or (iv) of the definition of “Adverse Act,” the Net Equity Value thereof, and (ii) in the case of any Adverse Act specified in clause (i), (iii), (v), (vi), (vii) or (viii) of the definition of “Adverse Act,” 80% of the Net Equity Value thereof.


More Definitions of Adverse Act

Adverse Act means, with respect to a particular Member or Cemex, Inc., any of the following:
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Adverse Act means, with respect to any Member, any of the following: (1) A Transfer of all or any portion of such Member’s interest in the Company except as expressly permitted or required by this Agreement; (2) Transfer of all or any portion of any Person’s interest in any Member except as expressly permitted or required by this Agreement; (3) An attempt by such Member to withdraw from the Company or dissolve the Company or take any action in breach of Section 11.02 hereof; (4) Any termination, dissolution or liquidation of a corporation, limited liability company, or partnership which is a Member, or the taking of any action by its directors, majority shareholders or general partners looking to the termination, dissolution or liquidation of such Member, unless substantially all assets of such Member are transferred, or are to be transferred, to a Wholly Owned Affiliate of such Member; (5) The Bankruptcy of such Member or the occurrence of any other event which would permit a trustee or receiver to acquire control of the affairs or assets of such Member; (6) A determination by the Third Judicial District Court of Salt Lake County, State of Utah, or any other court having jurisdiction over the Company and the Members, that such Member has taken an action, or has failed to take an action within the scope of his duties hereunder, that results, or can reasonably be expected to result in, such Member becoming liable to indemnify the Company for a material sum pursuant to any provision of this Agreement or that would justify a decree of dissolution of the Company under the Act; or (7) In the case of a Member who is a natural person, his or her death or the entry of an order by a court of competent jurisdiction adjudicating him or her incompetent to manage his or her person or his or her estate.
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Adverse Act means, with respect to Holdings or CPP, as applicable, the occurrence of any of the following:
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Adverse Act means, with respect to any Member, any of the items described in clauses (i) through (vi) below.
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Adverse Act means, with respect to any Partner, any of the following: (i) A failure of such Partner to make any Capital Contribution required pursuant to Sections 5.01 and 5.02 of this Agreement and the election by the Nondefaulting Partner under Section 5.03(a) or (b) to treat such failure as an Adverse Act (to the extent that the provisions thereof are not complied with by the Defaulting Partner); (ii) A transfer of all or any portion of a Partner's Interest in the Partnership except as permitted by this Agreement; (iii) An Event of Bankruptcy with respect to such Partner; (iv) Any termination (including a merger in which such Entity is not the survivor) or dissolution of a Entity which is a Partner unless substantially all assets of the terminated or dissolved Person are transferred to a Person who is a permitted transferee under Section 13.02; (v) Any attempt by a Partner to (x) cause a partition in breach of Section 13.06 hereafter, or (y) withdraw from the Partnership, except as otherwise permitted herein or dissolve the Partnership in breach of Section 13.07; (vi) The failure of either party to furnish the Certification provided for in Section 12.03 hereof, or the submission of a false, inaccurate or fraudulent Certification; (vii) Default by a Partner or an Affiliate of a Partner under an Interested Party Contract as defined in Section 10 (after giving effect to any applicable period of grace); or (viii) Default by a Partner in the performance of any of its other obligations or duties hereunder, but only if such default has a material adverse effect on the condition (financial or other), business properties, net worth or results of operations of the Partnership, taken as a whole.
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Adverse Act means, with respect to a particular Member, any of the following: (i) the occurrence of a Bankruptcy with respect to such Member or the Guarantor for such Member;
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Related to Adverse Act

  • Adverse action means a home or remote state action.

  • Adverse Disclosure means any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.

  • S.A.F.E. act means the secure and fair enforcement for mortgage licensing act of 2008, Title V of the housing and economic recovery act of 2008 ("HERA"), P.L. 110-289, effective July 30, 2008.

  • Adverse Effect means, with respect to any action, that such action will (a) result in the occurrence of an Event of Default or (b) materially and adversely affect (i) the amount or timing of payments to be made to the Lenders pursuant to this Agreement or (ii) the existence, perfection, priority or enforceability of any security interest in a material amount of the Pledged Receivables taken as a whole or in any material part.

  • Adverse reaction means an unexpected outcome that threatens the health or safety of a patient as a result of a medical service, nursing service, or health-related service provided to the patient.

  • Imminent danger to the health and safety of the public means the existence of any condition or practice, or any violation of a permit or other requirement of this article, in a surface coal mining and reclamation operation which could reasonably be expected to cause substantial physical harm to persons outside the permit area before such condition, practice, or violation can be abated. A reasonable expectation of death or serious injury before abatement exists if a rational person, subjected to the same conditions, or practices giving rise to the peril, would not expose himself to the danger during the time necessary for abatement.

  • Adverse impact means any deleterious effect on waters or wetlands, including their quality, quantity, surface area, species composition, aesthetics or usefulness for human or natural uses which are or may potentially be harmful or injurious to human health, welfare, safety or property, to biological productivity, diversity, or stability or which unreasonably interfere with the enjoyment of life or property, including outdoor recreation.

  • POPI Act means the Protection of Personal Information Act, 4 of 2013;

  • ACNC Act means the Australian Charities and Not-for-profits Commission Act 2012 (Cth).

  • Adverse System Impact means a negative effect that compromises the safety or reliability of the electric distribution system or materially affects the quality of electric service provided by the electric distribution company (EDC) to other customers.

  • Environmental Property Transfer Act means any applicable requirement of law that conditions, restricts, prohibits or requires any notification or disclosure triggered by the closure of any property or the transfer, sale or lease of any property or deed or title for any property for environmental reasons, including, but not limited to, any so-called "Industrial Site Recovery Act" or "Responsible Property Transfer Act."

  • BBBEE Act means the Broad Based Black Economic Empowerment Act, 2003 (Act No. 53 of 2003);

  • Imminent health hazard means a significant threat or danger to health that is considered to exist when there is evidence sufficient to show that a product, practice, circumstance, or event creates a situation that requires immediate correction or cessation of operation to prevent injury based on the number of potential injuries and the nature, severity, and duration of the anticipated injury or illness.

  • Company Adverse Recommendation Change shall have the meaning set forth in Section 5.3(c).

  • Adverse Recommendation Change has the meaning set forth in Section 6.02(d).

  • Adverse Event means any untoward medical occurrence in a patient or clinical investigation subject administered a pharmaceutical product and that does not necessarily have a causal relationship with the treatment. An adverse event can therefore be any unfavourable and unintended sign (including an abnormal laboratory finding), symptom, or disease temporally associated with the use of a medicinal product, whether or not related to the medicinal product.

  • Serious violation means OCC has made a valid finding when assessing a serious complaint that alleges:

  • Flood Laws means the National Flood Insurance Act of 1968, Flood Disaster Protection Act of 1973, and related laws, rules and regulations, including any amendments or successor provisions.

  • Controlled Substances Act means the Controlled Substances Act (21 U.S.C. Sections 801 et seq.), as amended from time to time, and any successor statute.

  • Hazardous Material Law(s) means all laws, codes, ordinances, rules, regulations and other governmental restrictions and requirements issued by any federal, state, local or other governmental or quasi-governmental authority or body (or any agency, instrumentality or political subdivision thereof) pertaining to any substance or material which is regulated for reasons of health, safety or the environment and which is present or alleged to be present on or about or used in any facilities owned, leased or operated by any Credit Party, or any portion thereof including, without limitation, those relating to soil, surface, subsurface ground water conditions and the condition of the indoor and outdoor ambient air; any so-called “superfund” or “superlien” law; and any other United States federal, state or local statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to, or imposing liability or standards of conduct concerning, any Hazardous Material, as now or at any time during the term of the Agreement in effect.

  • Environmental Laws means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

  • Advisers Act Rules and Regulations means the rules and regulations of the Commission under the Advisers Act.

  • Material Environmental Liabilities means Environmental Liabilities exceeding $500,000 in the aggregate.

  • FOI Act means the Freedom of Information Act 2000 and any subordinate legislation made under that Act or any code issued pursuant to sections 45 or 46 of that Act or any guidance issued by the Information Commissioner;

  • SEBI Act or “Act” means the Securities and Exchange Board of India Act, 1992;

  • Adverse drug reaction means any undesirable or unexpected medication related event that requires discontinuing a medication or modifying the dose, requires or prolongs hospitalization, results in disability, requires supportive treatment, is life-threatening or results in death, results in congenital anomalies, or occurs following vaccination.