Determination of Material Adverse Effect Clause Samples
The Determination of Material Adverse Effect clause defines the criteria and process for assessing whether a significant negative change has occurred that could impact the value, operations, or financial condition of a party involved in an agreement. Typically, this clause outlines specific factors or thresholds that must be met for an event to qualify as a material adverse effect, such as substantial losses, regulatory actions, or major disruptions to business operations. Its core practical function is to provide a clear standard for when parties may invoke certain rights or remedies—such as terminating the agreement or renegotiating terms—if unforeseen, detrimental events occur.
Determination of Material Adverse Effect. Any ---------------------------------------- determination of material adverse effect on the Series 1998-1 Certificateholders under the Agreement or this Supplement shall be made assuming the Class C Invested Amount is zero and without regard to whether funds are available in the Cash Collateral Account (including, without limitation, any determination of whether a representation or warranty made therein is correct or whether a Seller or the Servicer has duly performed a covenant contained therein or herein).
Determination of Material Adverse Effect. Whenever a determination is to be made under this Agreement as to whether a given action, course of conduct, event or set of facts or circumstances could or would have a material adverse effect on the Trust or the Certificateholder (or any similar or analogous determination), such determination shall be made without giving effect to the insurance provided by the Certificate Insurance Policy.
Determination of Material Adverse Effect. Any ---------------------------------------- determination of material adverse effect on the Series 1999-2 Certificateholders under the Agreement or this Supplement shall be made assuming the Collateral Invested Amount is zero (including, without limitation, any determination of whether a representation or warranty made therein is correct or whether a Seller or the Servicer has duly performed a covenant contained therein or herein).
Determination of Material Adverse Effect. Any determination of material adverse effect on Investor Certificateholders under the Agreement or this Supplement shall be made assuming the Collateral Invested Amount is zero and without regard to whether funds are available in the Cash Collateral Account (including, without limitation, any determination of whether a representation or warranty made therein is correct or whether a Seller or the Servicer has duly performed a covenant contained therein or herein).
Determination of Material Adverse Effect. Whenever a determination is to be made under this agreement as to whether a given action, course of conduct, event or set of facts or circumstances could or would have a material adverse effect on the Trust Estate, the Note Insurer or any Noteholder (or any similar or analogous determination), such determination shall be made without giving effect to the insurance provided by the Note Insurance Policy.
Determination of Material Adverse Effect. Any determination of material adverse effect on Investor Certificateholders under the Agreement or this Supplement shall be made without regard to whether funds are then available in the Cash Collateral Account (including without limitation, any determination of whether a representation or warranty made therein or herein is correct or whether either Transferor or the Servicer has duly performed a covenant contained therein or herein).
Determination of Material Adverse Effect. At any time that the Indenture Trustee is required to make a determination as to whether any amendment, supplementation, modification, restatement, waiver or postponement of any term of this Indenture or any of the Programme Agreements would reasonably be expected to materially adversely affect the rights or interests of any Specified Creditor it may, without limitation, conclusively rely upon, (i) if the matter relates to the rights or interests of Noteholders in connection with Notes which are then rated, the written consent of the Related Rating Agencies; (ii) if the matter relates to the rights or interests of any Specified Creditor other than the Noteholders, the written consent of such affected Specified Creditor; or (iii) a favourable opinion of Counsel. The receipt of any of the foregoing shall, again, without limitation, be conclusive proof that the respective Specified Creditors will not be materially adversely affected by the amendment or waiver to the Programme Agreements.
Determination of Material Adverse Effect. Prior to any transfer of the Collateral Invested Amount by the Collateral Interest Holder, any determination of material adverse effect on the Series 2002-1 Certificateholders under the Agreement or this Supplement shall be made assuming the Collateral Invested Amount is zero (including, without limitation, any determination of whether a representation or warranty made therein is correct or whether the Seller or the Servicer has duly performed a covenant contained therein or herein).
Determination of Material Adverse Effect. In the event of any dispute between the Vendor and the Purchaser as to a Material Adverse Effect, the determination as to whether a Material Adverse Effect has occurred shall be made by an independent expert arbitrator mutually agreed upon by the Parties, who shall arbitrate such matter pursuant to the applicable provisions of the Arbitration Act. The Parties shall use commercially reasonable efforts to cause such independent expert arbitrator to render its decision within sixty (60) days of its appointment hereunder. The decision of the arbitrator, in the absence of manifest error, shall be final and binding upon the Parties. Failing agreement of the Parties on the choice of an independent expert arbitrator, such independent expert arbitrator shall be appointed by a court of law having jurisdiction in the Province of Alberta. The costs of the independent expert arbitrator shall be apportioned between the Vendor and the Purchaser as such apportionment is determined by the independent expert arbitrator. In the event of any such dispute, until the earlier of (i) the date any such dispute has been settled between the Vendor and the Purchaser or (ii) the date any such dispute has been finally determined by the independent expert arbitrator appointed pursuant to this Section 1.20, any right of the Purchaser or the Vendor to terminate this Agreement pursuant to Section 10.3(b) or Section 10.3(c) respectively, including without limitation, with respect to the Closing not having occurred on or before the Termination Date, shall be suspended until thirty (30) days after such date.