Unanticipated Contingency definition

Unanticipated Contingency has the meaning specified in Section 2.5.
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Unanticipated Contingency has the meaning set forth in the Fund III Purchase Agreement and Warehouse Purchase Agreement.
Sample 1

Examples of Unanticipated Contingency in a sentence

  • In the event that either (i) the Closing does not occur, or (ii) an Unanticipated Contingency occurs pursuant to Section 2.5, Seller shall be liable for and shall pay all Taxes (whether assessed or unassessed) applicable to the Purchased Assets or the Assumed Obligations related thereto, in each case attributable to periods (or portions thereof) ending on, prior to or after the Closing Date, irrespective of when such Taxes are filed or paid.

  • No portion of the Cash Consideration may be used by any Person (including Seller or Buyer) to pay any such costs and expenses unless both a Qualified Buyer IPO occurs and an Unanticipated Contingency does not occur pursuant to Section 2.5.

  • The Cash Consideration shall be due and owing, and paid immediately, upon the occurrence of an Unanticipated Contingency and shall be transferred to Buyer upon the occurrence of an Unanticipated Contingency (even if the transfer to Seller of the Purchased Assets and Assumed Obligations has not been effected).

Related to Unanticipated Contingency

  • Unanticipated Recovery As defined in Section 4.2(f).

  • Unforeseeable means not reasonably foreseeable by an experienced contractor by the Base Date.

  • Change in Management will occur if more than 50% of the Leadership Team is terminated and/or resigns within 12 months after the date of the occurrence of a Change of Control; provided, in each case, that termination and/or resignation of such officer will not include (i) a change in such officer’s status in the ordinary course of succession so long as such officer remains affiliated with the Manager or its Subsidiaries as an officer or director, or in a similar capacity, (ii) retirement of any officer or (iii) death or incapacitation of any officer.

  • Uncontrollable Circumstance means any event which:

  • Potential Change in Control means the occurrence of any of the following events:

  • Unforeseen Circumstances means changes in circumstances affecting a Covered Species or the Covered Lands that could not reasonably have been anticipated by the Parties at the time of the HCP’s negotiation and development, and that result in a substantial and adverse change in the status of the Covered Species.

  • Tenant Delay Any event or occurrence that delays the completion of the Landlord Work which is caused by or is described as follows:

  • Event of Force Majeure means one of the following events:

  • Force Majeure Event means any event due to any cause beyond the reasonable control of the Party, including, without limitation, unavailability of any communication system, sabotage, fire, flood, explosion, acts of God, civil commotion, strikes or industrial action of any kind, riots, insurrection, war or acts of government.

  • Financial Impairment means that a carrier is not insolvent and is:

  • Potential Change in Control Period shall commence upon the occurrence of a Potential Change in Control and shall lapse upon the occurrence of a Change in Control or, if earlier (i) with respect to a Potential Change in Control occurring pursuant to Section 16.20(A), immediately upon the abandonment or termination of the applicable agreement, (ii) with respect to a Potential Change in Control occurring pursuant to Section 16.20(B), immediately upon a public announcement by the applicable party that such party has abandoned its intention to take or consider taking actions which if consummated would result in a Change in Control, or (iii) with respect to a Potential Change in Control occurring pursuant to Section 16.20(C) or (D), upon the one year anniversary of the occurrence of a Potential Change in Control (or such earlier date as may be determined by the Board).

  • Unavoidable Delay means an event which delays Closing which is a strike, fire, explosion, flood, act of God, civil insurrection, act of war, act of terrorism or pandemic, plus any period of delay directly caused by the event, which are beyond the reasonable control of the Vendor and are not caused or contributed to by the fault of the Vendor. “Unavoidable Delay Period” means the number of days between the Purchaser’s receipt of written notice of the commencement of the Unavoidable Delay, as required by paragraph 5(b), and the date on which the Unavoidable Delay concludes.

  • Material Change in Formula means the occurrence since the Launch Date of a material change in the formula for, or the method of, calculating the Reference Price.

  • Potential Change of Control means any public announcement or statement by the Issuer, or by any actual or potential bidder(s) relating to any potential Change of Control of the Issuer.

  • Special Hazard Coverage Termination Date The point in time at which the Special Hazard Loss Coverage Amount is reduced to zero.

  • Service Change has the meaning set forth in Section 2(B) of the Agreement.

  • Change in Use means altering the purpose of an existing room, within the facility, that requires structural changes.

  • Unforeseeable Financial Emergency means an unanticipated emergency that is caused by an event beyond the control of the Participant that would result in severe financial hardship to the Participant resulting from (i) a sudden and unexpected illness or accident of the Participant or a dependent of the Participant, (ii) a loss of the Participant's property due to casualty, or (iii) such other extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, all as determined in the sole discretion of the Committee.