Adverse Circumstances definition

Adverse Circumstances means any of the following sets of circumstances surrounding the termination of Executive's employment with SPI after a Change in Control: (A) The termination or notice of termination of Executive's employment with SPI without Breach of Duty. (B) The assignment to Executive of any duties inconsistent with his status as an executive of SPI, the removal of Executive from the position he held before the Change in Control of SPI, or a substantial diminution in the nature or status of Executive's responsibilities from those in effect immediately before the Change in Control. (C) A reduction by SPI in Executive's annual base salary as in effect on the date immediately before the Change in Control or as the same may be increased from time to time. (D) Either the relocation of the executive office of SPI or the relocation of Executive's individual office in Kenner, Louisiana, to a location outside of the New Orleans Standard Metropolitan Statistical Area (SMSA) so as to require Executive to be based anywhere other than in the New Orleans SMSA except for required travel on the business of SPI and its Subsidiaries to an extent substantially consistent with Executive's present business travel obligations.
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Adverse Circumstances shall have the meaning set out in the Appendix to this Agreement.
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Adverse Circumstances means any of the following sets of circumstances surrounding the termination of Executive's employment with SPI after a Change in Control:
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Examples of Adverse Circumstances in a sentence

  • Failure of SPI to obtain such assumption and agreement shall be a breach of this agreement and shall entitle Executive to compensation from SPI in the same amount and on the same terms as he would be entitled if he terminated his employment with SPI following a Change in Control with Adverse Circumstances (as described in paragraph 6) of this agreement.

  • If this happens, you need then to form an opinion about the impact of the Serious Adverse Circumstances on the student’s academic performance (not on the severity of the Serious Adverse Circumstances per se).

  • If you are unwell you are encouraged to stay home and not return until you are feeling better to avoid any contagion to fellow students, staff and clients attending the service.Any absence will require you to submit an Application for Adverse Circumstances.

  • Mitigation of Adverse Circumstances ................................................................

  • The task of the Panel is to consider any evidence presented in full, to make a judgment on the impact of the Serious Adverse Circumstances on the student’s academic performance, and to report this to the Board of Examiners.

  • SPI and the Executive hereby acknowledge and agree that consummation of the Merger (as defined under the Merger Agreement), shall not in and of itself constitute Adverse Circumstances under the Severance Agreement.

  • RECHECK - If the Contractor believes that the cores and measurements taken are not sufficient to indicate fairly the actual thickness of pavement and strength, additional cores and measurements will be taken provided the Contractor will bear the extra cost of drilling, testing and filling holes in the pavement.

  • Serious Adverse Circumstances If, for valid and acceptable reasons, you have not attempted one or more assessments you may submit serious adverse circumstances which MUST be submitted within the appointed timeframe.

  • Except as set forth on the "Schedule of Other Adverse Circumstances" on Schedule "V" hereto, all contracts, leases and other agreements to be assigned or transferred to Buyer hereunder are in good standing and are not in default and neither Seller nor the Shareholder knows of any facts or circumstances which, after any satisfaction or expiration of applicable notice or opportunity to cure provided for therein may or could constitute an event of default.

  • Examiners, in writing, in accordance with the requirements of section C3.8, UPR AS141, Serious Adverse Circumstances'.


More Definitions of Adverse Circumstances

Adverse Circumstances means any of the following sets of circumstances surrounding the termination of Executive's employment with SPI after a Change in Control. 2.1.1 SPI's termination of Executive's employment without Breach of Duty, or SPI's notice to Executive of such a termination. 2.1.2 The assignment to Executive of any duties inconsistent with his status as an executive of SPI, the removal of Executive from the position he held before the Change in Control of SPI, or a substantial diminution in the nature or status of Executive's responsibilities from those in effect immediately before the Change in Control. 2.1.3 A reduction by SPI in Executive's annual base salary as in effect on the date immediately before the Change in Control or as the same may be increased from time to time. 2.1.4 Either the relocation of the executive office of SPI or the relocation of Executive's individual office in Kenner, Louisiana, to a location outside of the New Orleans Standard Metropolitan Statistical Area (SMSA) so as to require Executive to be based anywhere other than in the New Orleans SMSA except for required travel on the business of SPI and its Subsidiaries to an extent substantially consistent with Executive's present business travel obligations.
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Related to Adverse Circumstances

  • Special Circumstances means either or both of the following:

  • Exigent Circumstances means circumstances where collection or disclosure is urgently necessary, such that procedures that would otherwise be required cannot be followed.

  • Exceptional Circumstances : shall mean one or more unavoidable circumstances, as determined by the ISO, that individually or collectively render as unavailable the data necessary for the ISO to perform an audit and review of a Market Party, pursuant to Section 23.4.5.6.2 of this Services Tariff. Exceptional Circumstances may include, but are not limited to: the inaccessibility of the physical facility; the inaccessibility of necessary documentation or other data; and the unavailability of information regarding the regulatory obligations with which the Market Party will be required to comply in order to return its Generator to service which regulatory obligations are not yet known but which will be made known by the applicable regulatory authority under existing laws and regulations provided that none of the above described circumstances are the result of delay or inaction by the Market Party. The magnitude of the repair cost, alone, shall not be an Exceptional Circumstance.

  • Extenuating Circumstances means the inability to perform at an optimum level arising from one or more of the reasons set out in clause 6.1.

  • Aggravated circumstances means circumstances in which a parent:

  • Extraordinary Circumstances means floods, snow, ice storms, tornadoes, earthquakes, or other

  • Special Circumstance means an event where, in the opinion of the Bank acting reasonably and in good faith, an amendment or a change is made to a taxation act or regulation, to taxation practices, policies or administration, to the interpretation of a taxation act or regulation or taxation practice, policy or administration; or an event occurs, now or in future, caused by circumstances beyond the control of the Bank making it illegal or disadvantageous, from a legislative or regulatory point-of-view, or disadvantageous, from a financial point- of-view, for the Bank to allow the Deposits of such series to remain outstanding. As provided hereunder, certain other extraordinary events affecting the underlying interest may be deemed to constitute a Special Circumstance and entitle the Bank to proceed with a Reimbursement Under Special Circumstances.

  • Exigent Circumstance means a Covered Person either has a Condition that may seriously jeopardize his or her life, health, or ability to regain maximum function or is undergoing a current course of treatment using a non-Formulary medication. The request for an expedited review should include the following support:

  • Reasonable in the circumstances means using no more force than is needed.

  • Reimbursement Under Special Circumstances means a special reimbursement of the Deposits, prior to the Maturity Date, in the circumstances and the manner described under “Extraordinary Events and Special Circumstances – Reimbursement Under Special Circumstances and Payment”.

  • Circumstance means an incident, fact, occurrence, matter, act or omission that may give rise to a Claim in the context of civil liability;

  • Uncontrollable Circumstance means any act, event or condition that is:

  • Change in Circumstance means any significant change to you, including but not limited to:

  • 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.

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

  • Adverse Change A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note is impaired.

  • 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.

  • Special Eurodollar Circumstance means the application or adoption after the Closing Date of any Law or interpretation, or any change therein or thereof, or any change in the interpretation or administration thereof by any Governmental Agency, central bank or comparable authority charged with the interpretation or administration thereof, or compliance by any Lender or its Eurodollar Lending Office with any request or directive (whether or not having the force of Law) of any such Governmental Agency, central bank or comparable authority.

  • Adverse action means a home or remote state action.

  • Material Loss means an uninsured:

  • Company Material Adverse Change means a change (or circumstance involving a prospective change) in the business, operations, assets, liabilities, results of operations, cash flows, condition (financial or otherwise) or prospects of the Company which is materially adverse.

  • Material Financial Obligations means a principal or face amount of Debt (other than (i) the Loans and (ii) Non-recourse Debt) and/or payment or collateralization obligations in respect of Derivatives Obligations of the Borrower and/or one or more of its Subsidiaries, arising in one or more related or unrelated transactions, exceeding in the aggregate $150,000,000.

  • SPAC Material Adverse Effect means any event, circumstance, change or effect that, individually or in the aggregate with all other events, circumstances, changes and effects, (a) is or would reasonably be expected to be materially adverse to the business, condition (financial or otherwise), assets, liabilities or results of operations of SPAC; or (b) would prevent, materially delay or materially impede the performance by SPAC or Merger Sub of their respective obligations under this Agreement or the consummation of the Merger and the other Transactions; provided, however, that none of the following (or the effect of any of the following) shall be deemed to constitute, alone or in combination, or be taken into account in the determination of whether, there has been or will be an SPAC Material Adverse Effect: (i) any change or proposed change in or change in the interpretation of any Law or GAAP; (ii) events or conditions generally affecting the industries or geographic areas in which SPAC operates; (iii) any downturn in general economic conditions, including changes in the credit, debt, securities, financial or capital markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets); (iv) acts of war, sabotage, civil unrest or terrorism, or any escalation or worsening of any such acts of war, sabotage, civil unrest or terrorism, or changes in global, national, regional, state or local political or social conditions; (v) any hurricane, tornado, flood, earthquake, wild fire or other natural disaster, epidemic, disease outbreak, pandemic, or acts of God, (vi) any actions taken or not taken by SPAC as required by this Agreement or any Ancillary Agreement, (vii) any effect attributable to the announcement or execution, pendency, negotiation or consummation of the Merger or any of the other Transaction, (viii) any actions taken, or failures to take action, or such other changed or events, in each case, which the Company has requested or to which it has consented or which actions are contemplated by this Agreement, or (ix) the consummation and effects of any exercise of SPAC Redemption Rights by stockholders of SPAC provided for in the SPAC Organizational Documents, except, in the cases of clauses (i) through (v), to the extent that SPAC is disproportionately affected thereby as compared with other participants in the industry in which SPAC operate.

  • Environmental Loss means any loss, cost, damage, liability, deficiency, fine, penalty or expense (including, without limitation, reasonable attorneys' fees, engineering and other professional or expert fees), investigation, removal, cleanup and remedial costs (voluntarily or involuntarily incurred) and damages to, loss of the use of or decrease in value of the Equipment arising out of or related to any Adverse Environmental Condition.

  • Information Security Incident means (i) any actual or suspected incident involving Seller Information System that may involve Buyer’s Sensitive Information, or (ii) any actual or suspected unauthorized access to, use, or disclosure of Buyer’s Sensitive Information.

  • Environmental Liabilities means all liabilities, monetary obligations, losses, damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand, or Remedial Action required, by any Governmental Authority or any third party, and which relate to any Environmental Action.