Changes of Circumstances Clause Samples

Changes of Circumstances. 1. As a supplement and without contravention with other provisions of the Series of Cooperation agreements, if at any time, due to the promulgation or amendment of any laws, regulations or rules of the PRC, or due to changes of the interpretation or applicability of such laws, regulations or rules, or due to changes of the relevant registration procedures, WFOE holds that keeping the validity of the Agreement or accepting exercise of the delegated rights becomes in the manner prescribed herein illegal or contrary to such laws, regulations or rules, the Appointor shall, as instructed by WFOE in writing and at the reasonable request of WFOE, take any action and/or sign any agreement or other document immediately to: a) keep the Agreement valid; and/or b) achieve the intent and purposes of the Agreement in the manner specified in the Agreement or in other manners.
View SourceView Similar (2)
Changes of Circumstances. 1. As a supplement and without contravention with other provisions of the Series of Cooperation agreements, if at any time, due to the promulgation or amendment of any laws, regulations or rules of the PRC, or due to changes of the interpretation or applicability of such laws, regulations or rules, or due to changes of the relevant registration procedures, Party A holds that keeping the validity of the Agreement becomes illegal or contrary to such laws, regulations or rules, Party B and Party C shall, as instructed by Party A in writing and at the reasonable request of Party A, take any action and/or sign any agreement or other document immediately to: a) keep the Agreement valid; b) exercise the option to purchase the sponsors’ interests in the manner specified in the Agreement; and/or c) achieve the intent and purposes of the Agreement in the manner specified in the Agreement or in other manners.
View Source
Changes of Circumstances. 1. As a supplement and without contravention with other provisions of the Series of Cooperation agreements, if at any time, due to the promulgation or amendment of any laws, regulations or rules of the PRC, or due to changes of the interpretation or applicability of such laws, regulations or rules, or due to changes of the relevant registration procedures, WFOE holds that keeping the validity of the Agreement and/or accepting the option to purchase the interests of the Domestic Affiliates granted by the shareholders of Long-Spring Education Holding in the manner specified in the Agreement becomes illegal or contrary to such laws, regulations or rules, the shareholders of Long-Spring Education Holding and the Domestic Affiliates shall, as instructed by WFOE in writing and at the reasonable request of WFOE, take any action and/or sign any agreement or other document immediately to: a) keep the Agreement valid; b) exercise the option to purchase the interests of the Domestic Affiliates in the manner specified in the Agreement; and/or c) achieve the intent and purposes of the Agreement in the manner specified in the Agreement or in other manners.
View Source
Changes of Circumstances. 8.1 The Customer must notify Programmed immediately if, during the Term or any Extended Term(s), it sells the Property, if any other person takes or is entitled to take possession of the Property or if the Property is partially or totally destroyed. 8.2 The Customer must give Programmed not less than 14 days prior written notice of any proposed change of ownership of the Customer and/or any other change in the Customer’s details (including but not limited to, changes to the Customer’s name, address, contact phone or email). The Customer is liable for any loss incurred by Programmed as a result of the Customer’s failure to comply with this clause. 8.3 Regardless of the occurrence of any event referred to in clause 8.1, the Customer remains responsible for the performance of all its obligations under this Agreement, in particular making the Payments, until this Agreement is transferred by the Customer in accordance with clause 10 or Terminated in accordance with clause 11.
View Source
Changes of Circumstances. 1. Where at any time, as a result of the promulgation or amendment of any PRC law, regulations or rules, or due to changes in the interpretation or application of such laws, regulations or rules, or due to changes in relevant registration procedures, WFOE considers that maintaining the effectiveness and performance of the Agreement becomes illegal or violates such laws, regulations or rules, the shareholders of Long-Spring Education Holding and the Domestic Affiliates shall immediately take any action and/or sign any Agreement or other document in accordance with the written instructions of WFOE and in accordance with the requirements of WFOE, to: (a) keep the Agreement valid; and/or (b) achieve the intent and purposes of the Agreement in the manner specified in the Agreement or in other manners.
View Source
Changes of Circumstances. 1. Without contravention with other provisions of the Series of Cooperation agreements, due to the promulgation or amendment of any laws, regulations or rules of the PRC, or due to changes of the interpretation or applicability of such laws, regulations or rules, or due to changes of the relevant registration procedures, the Pledgee holds that keeping the validity of the Agreement and/or disposing of the Pledged Equity in the manner specified in the Agreement becomes illegal or contrary to such laws, regulations or rules, the Pledgers and the shareholders of Long-Spring Education Holding shall, as instructed by the Pledgee in writing and at the reasonable request of the Pledgee, take any action and/or sign any agreement or other document immediately to: a) keep the Agreement valid; b) dispose of the Pledged Equity in the manner specified in the Agreement; and/or c) maintain or realize the guarantee created or intended to create under the Agreement.
View Source
Changes of Circumstances. You must give GoCardless at least thirty (30) days’ notice of any: (a) changes to the details provided to GoCardless when applying for a GoCardless Account and as part of Verification; and (b) proposed change of business, product or service type, trade name or other significant change in business practices or solvency. If you fail to provide GoCardless with notice within these timescales, GoCardless will be entitled to take any action it deems necessary, which may include suspending your GoCardless Account and/or your use of the services, or terminating this Agreement, both with immediate effect.
View Source
Changes of Circumstances. 1. Where at any time, as a result of the promulgation or amendment of any PRC laws, regulations or rules, or due to changes in the interpretation or application of such laws, regulations or rules, or due to changes in relevant registration procedures, Party A considers that maintaining the effectiveness and performance of the Agreement becomes illegal or violates such laws, regulations or rules, Party B shall immediately take any action and/or sign any agreement or other document in accordance with the written instructions of Party A and in accordance with the requirements of Party A, to: (a) keep the Agreement valid; and/or (b) achieve the intent and purposes of the Agreement in the manner specified in the Agreement or in other manners.
View Source
Changes of Circumstances 
View SourceView Similar (6)

Related to Changes of Circumstances

  • Changes of Commitments (a) The Aggregate Commitments shall at all times be equal to the lesser of (i) the Aggregate Maximum Credit Amounts after adjustments resulting from reductions pursuant to Section 2.03(b) or increases pursuant to Section 2.03(d), and (ii) the Borrowing Base as determined from time to time. (b) The Company shall have the right to terminate or to reduce the amount of the Aggregate Maximum Credit Amounts at any time or from time to time upon not less than three (3) Business Days' prior notice to the Agent (which shall promptly notify the Banks) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction (which shall not be less than $10,000,000, or any whole multiple of $5,000,000 in excess thereof) and shall be irrevocable and effective only upon receipt by the Agent. The Aggregate Maximum Credit Amounts once terminated or reduced may not be reinstated. (c) [reserved] (d) The Company shall have the right, without the consent of the Banks but subject to the approval of the Agent (which consent shall not be unreasonably withheld), to effectuate from time to time an increase in the Aggregate Maximum Credit Amounts under this Agreement by adding to this Agreement one or more commercial banks or other financial institutions (who shall, upon completion of the requirements stated in this Section 2.03(d), constitute Banks hereunder), or by allowing one or more Banks to increase their Maximum Credit Amount hereunder, so that such added and increased Maximum Credit Amount(s) shall equal the increase in Aggregate Maximum Credit Amounts effectuated pursuant to this Section 2.03(d); provided that: (i) no increase in the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d) shall result in the Aggregate Maximum Credit Amounts exceeding $500,000,000, (ii) no Bank's Maximum Credit Amount shall be increased without the consent of such Bank, (iii) the Company shall prepay all of the Loans on the date of such increase and the Company may (subject to Sections 2.01, 2.02 and 6.02 and the other provisions hereof) reborrow on such date from the Banks based on the new Percentage Shares and shall make any payments required pursuant to Section 5.05 as a result of such prepayment, and (iv) the Company shall not have the right to increase the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d) if any Default shall have occurred and be continuing at the time of such increase. The Company shall give the Agent three (3) Business Days' prior written notice of its intent to increase the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d). Such notice shall specify each new commercial bank or other financial institution, if any, the changes in amounts of Aggregate Maximum Credit Amounts that will result, and such other information as is reasonably requested by the Agent. Each new commercial bank or other financial institution, and each Bank agreeing to increase its Maximum Credit Amount, shall execute and deliver to the Agent an Acceptance Agreement substantially in the form of Exhibit F pursuant to which it becomes a party hereto or increases its Maximum Credit Amount, as the case may be, which document, in the case of a new commercial bank or other financial institution, shall (among other matters) specify the Applicable Lending Office of such new commercial bank or other financial institution. In addition, the Agent shall prepare and deliver to the Company and each Bank a new Annex I reflecting the new Percentage Share of each Bank and its Maximum Credit Amount. Finally, the Company shall execute and deliver a Note, in substantially the form of Exhibit A, in the principal amount of the Maximum Credit Amount of each new commercial bank or other financial institution, or a replacement Note in the principal amount of the increased Maximum Credit Amount of each Bank agreeing to increase its Maximum Credit Amount, as the case may be. The Company shall also deliver other documents of the nature referred to in Section 6.01(a) to the Agent in such form and substance as may be reasonably required by it. Upon execution and delivery of the appropriate documentation and the delivery to it of its Note, such new commercial bank or other financial institution shall constitute a "Bank" hereunder with a Maximum Credit Amount as specified in the new Annex I delivered pursuant to this Section 2.03(d), or such Bank's Maximum Credit Amount shall increase as specified therein, as the case may be.

  • Absence of Changes or Events Since the date of the respective Balance Sheets, there has not been any Material Adverse Effect or any development or change in circumstances that is reasonably likely to result in a Material Adverse Effect. Except as set forth in Schedule 2.9 or as otherwise contemplated or permitted by this Agreement, since the date of the respective Balance Sheets, the business of each of the Companies and their respective Subsidiaries has been conducted in the ordinary course and in substantially the same manner as previously conducted, and neither of the Companies nor any of their respective Subsidiaries has (i) declared or paid any dividend or made any other distribution to its respective shareholders whether or not upon or in respect of any shares of their respective capital stock, (ii) redeemed or otherwise acquired any shares of their respective capital stock or issued any capital stock or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of their respective capital stock, (iii) adopted or materially amended any Benefit Plan (as defined in Section 2.16), except as required by law, or entered into or amended any employment, severance or consulting agreement, contract or similar arrangement, (iv) granted to any their respective directors, officers or employees any increase in compensation or benefits, except for increases for any such director, officer or employee in the ordinary course of business consistent with past practice or as may be required under existing agreements, (v) incurred or assumed any liability, obligation or indebtedness for borrowed money or guaranteed any such liability, obligation or indebtedness, (vi) permitted, allowed or suffered any of their respective assets to become subject to any mortgage, security interest, lien or other similar restriction of any nature whatsoever, (vii) cancelled any indebtedness or waived any claims or rights of substantial value, except for customer trade adjustments in the ordinary course of business that for either Company do not exceed $25,000 individually or $100,000 in the aggregate, (viii) entered into, or modified, amended, terminated, or permitted the lapse of, any real property lease or other material agreement relating to real property, or (ix) incurred any indebtedness that is senior to the Notes in terms of rights of payment.

  • Special Circumstances An employee shall be entitled to extend the maternity leave by up to an additional six (6) consecutive weeks' leave without pay where a physician certifies the employee as unable to return to work for medical reasons related to the birth. An employee shall be entitled to extend the parental leave by up to an additional five (5) consecutive weeks' leave without pay where the child is at least six (6) months of age before coming into the employee's care and custody and the child is certified as suffering from a physical, psychological or emotional condition. Provided however, that in no case shall the combined maternity and parental leave exceed fifty-two (52) consecutive weeks following the commencement of the leave.

  • Exceptional Circumstances Sourcewell retains the right to consider additional extensions as required under exceptional circumstances.

  • Adverse Circumstances No condition, circumstance, event, agreement, document, instrument, restriction, litigation or proceeding (or threatened litigation or proceeding or basis therefor) exists which: (i) would have a Material Adverse Effect upon Debtor; or (ii) would constitute an Event of Default or an Unmatured Event of Default.