Changes in Conditions Sample Clauses

Changes in Conditions. From the date of this Agreement to the Closing Date, there as hasre will have been no material adverse change in the assets or liabilities or condition (financial or otherwise) or business of Potomac, and Potomac will not have been adversely affected in any material manner as the result of any fire, explosion, accident, flood, earthquake, seismic or tidal wave, windstorm, strike, lockout, labor dispute, riot, civil commotion or disturbance, sabotage, confiscation, condemnation or purchase of any property by governmental authority, activities of armed forces, or acts of God or the public enemy, whether covered by insurance or not.

Changes in Conditions. 3.1 UNDP will in coordination with the Contractor, make assessments over the life of the LTA as to whether the market conditions for a particular Good(s) have changed structurally, and whereby sustained reductions to the ceiling prices shall be introduced for the remaining term of the LTA. UNDP shall consider the impact of any such event and may request an amendment to the LTA. 3.2 The Contractor shall inform UNDP whenever there are significant changes in manufacture, control or use that could affect the safety and/or quality of the pharmaceutical product, including suspension or cancellation of marketing authorizations. UNDP may request Product/Process validation report(s) or any applicable qualification report(s) prior to mass production or the next delivery.

Changes in Conditions. If, during the period in which the framework agreement applies, any substantial changes in conditions should occur, for example concerning copyright legislation, taxation or employers' contributions, or concerning technical conditions of book

Changes in Conditions. If, prior to the Closing Date, Seller or Buyer discovers a “material breach” (as hereafter defined) of any of Seller’s representations or warranties in Section 5.01 hereof, the party making the discovery shall deliver written notice to the other party of the breach and Seller will have the right to either cure the untrue representation or warranty or not to cure such breach. Seller shall have ten (10) days after notice of the breach was given in which to give notice to Buyer of the election by Seller to cure or not cure the untrue representation or warranty. Failure of Seller to timely make an election to cure will be deemed an election not to cure. If Seller elects, or is deemed to have elected, not to cure such breach (or if such breach is not curable), Buyer will have the right, as its sole and exclusive remedy, to: (i) terminate this Agreement without any right or claim to damages, and the Option Deposit shall be returned to Buyer; or (ii) waive the breach and, subject to the other terms and conditions of this Agreement, consummate the purchase of the Property without a reduction in the Purchase Price. Buyer’s election between (i) and (ii), above, must be made within ten (10) business days after the receipt of Seller’s notice or deemed notice not to cure such breach, and Buyer’s failure to timely make an election shall constitute Buyer’s deemed termination of this Agreement. For the purposes of this Section 5.04, a “material breach” shall be a breach of Seller’s representations and warranties in Section 5.01 hereof which, individually or when taken together with all other breaches of Seller’s representations and warranties, may reasonably cost $100,000.00 or more, in the aggregate, to cure or correct or may reasonably result in $100,000.00 or more in damages to Buyer.

Changes in Conditions. Since September 30, 1997, and other than --------------------- as provided in the Schedule of Exception, there has not been to the Company's knowledge: a. Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is expected to have a material adverse effect on such assets, liabilities, financial condition or operations of the Company; b. Any resignation or termination of any key officers of the Company; and the Company, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer; c. Any material change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise; d. Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company; e. Any waiver by the Company of a material right or of a material debt owed to it; f. Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the ordinary course of business; g. Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder; h. Any declaration or payment of any dividend or other distribution of the assets of the Company; i. Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; j. Any change in any material agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company, including compensation agreements with the Company's employees; or k. Any other event or condition of any character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company.

Changes in Conditions. From the date of this Agreement to the Closing Date, there will have been no material adverse change in the assets or liabilities or condition (financial or otherwise) or business of BDMC, and BDMC will not have been adversely affected in any material manner as the result of any fire, explosion, accident, flood, earthquake, seismic or tidal wave, windstorm, strike, lockout, labor dispute, riot, civil commotion or disturbance, sabotage, confiscation, condemnation or purchases of any property by governmental authority, activities of armed services, or acts of God or the public enemy, whether covered by insurance or not.

Changes in Conditions. Seller shall promptly notify Buyer of any material change in any condition, event or circumstance with respect to the Property or of any event or circumstance which makes any representation or warranty of Seller hereunder materially untrue or misleading, or any covenant of Seller hereunder incapable or less likely of being performed.

Changes in Conditions. 25.01 Prior to the introduction of any new types of equipment which alters a job classification and/or the establishment of new classifications for which rates of pay are not established by this Agreement, the Company shall advise the Union not less than thirty (30) days prior to implementation. The matter shall become the subject of discussion between the parties for wage rates governing the altered classification. If agreement on wage rates cannot be reached, the Company's wage rates will be put into effect, subject to the right of the Union to have recourse to the Grievance and Arbitration Procedures within sixty (60) days of the introduction of new classification. (a) The Company shall provide a program for the retraining of employees displaced from their jobs as a result of technological change. To the fullest extent possible, and with due regard to the seniority provisions of this Agreement, the Company shall retrain each technologically displaced employee for a job which he is willing to learn, and capable of learning within a reasonable training period, and he shall be placed on that job upon completion of the training period. (b) An employee, who is displaced to a lower-rated job due to the direct elimination of his former job by a technological change, shall continue to receive the rate of his former job for a period not to exceed six calendar months from the date of displacement. If, prior to the expiration of the six calendar month period, the employee obtains a permanent position through the job book, then the rate of this permanent job will apply immediately. 5 years of service but less than 7 3 months 7 years of service but less than 10 4 months pay 10 years of service but less than 12 5 months 12 years of service but less than 15 6 months (a) Subject to the seniority provisions of this Agreement, employees who became permanently laid-off as a result of the closing of the plant or a department or as a consequence of technological changes, shall be entitled to a severance allowance in accordance with their seniority. The amount of severance allowance to which an employee shall be entitled shall be: pay pay pay 15 years of service or more 12 months pay (b) All seniority rights will cease on payment of severance allowance. (c) The severance allowance shall be paid to the employee in a lump sum at the time of termination, to be calculated at regular rates of pay for each month. (d) In the event of plant closure, senior employees will have the op...

Changes in Conditions. Subject to the provisions of Section 11 of this --------------------- ---------- Agreement, if, prior to the Closing, Seller becomes aware that any representation or warranty set forth in this Agreement which was true and correct on the Execution Date has become incorrect in a material and adverse respect due to changes in conditions outside of the control of Seller or the discovery by Seller of information of which Seller was unaware on the Execution Date, the same shall not constitute a breach by Seller of any of its representations or warranties set forth herein or be deemed to be a default by Seller in its obligations under this Agreement, but Seller shall promptly notify Buyer thereof and may, at Seller's option, undertake to cure or correct the material and adverse effect thereof, and the representations and warranties set forth herein which are to be remade and reaffirmed by Seller at the Closing shall be supplemented by such new information; provided, however, that Buyer shall have the option to terminate this Agreement upon written notice to Seller and Escrow Agent if Seller fails to cure or correct such material and adverse effect by the Closing Date, in which event Escrow Agent shall return the Deposit to Buyer and the parties shall equally share the cancellation charges of Escrow Agent and Title Company, if any.