Material Disruption Clause Samples
The Material Disruption clause defines circumstances under which significant interruptions or disturbances to normal operations are recognized as materially affecting the performance of contractual obligations. In practice, this clause typically outlines what constitutes a material disruption—such as natural disasters, strikes, or major system failures—and may specify the procedures for notifying the other party and the consequences, such as suspension of obligations or extensions of deadlines. Its core function is to allocate risk and provide a clear framework for handling unforeseen events that could prevent one or both parties from fulfilling their contractual duties, thereby reducing uncertainty and potential disputes.
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Material Disruption. Subsequent to the execution of a Terms Agreement and prior to the applicable Settlement Date, no material disruption has occurred in commercial banking or securities settlement or clearance services in the United States. Ratings. Subsequent to the execution of a Terms Agreement and prior to the applicable Settlement Date, the rating assigned by any nationally recognized statistical rating organization to the Company, the Program or any debt securities (including the Notes) of the Issuer or any securities or the counterparty credit rating of the Company as of the date of such Terms Agreement has not been lowered or withdrawn since that date and none of such rating organizations have publicly announced that it has under surveillance or review (with a negative implication) its rating of the Company, the Program or any such debt securities (including the Notes) of the Issuer or any securities or the counterparty credit rating of the Company. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, the applicable Terms Agreement or both the Terms Agreement and this Agreement may be terminated by the applicable Initial Purchaser(s) (which shall be the bookrunning lead manager(s) in connection with a syndicated issue) by notice to the Company and each Indenture Party at any time and any such termination shall be without liability of any party to any other party except as provided in Section 11 hereof and except that Section 9, Section 10, Section 13 and Section 16 hereof shall survive any such termination and remain in full force and effect.
Material Disruption. To the extent not covered by insurance, as to which the insurer (x) is rated at least “A” by A.M. Best Company, (y) has been notified of the potential claim and (z) does not dispute coverage, (i) any Loan Party is enjoined, restrained or in any way prevented by any Governmental Authority from conducting any material part of its business; (ii) any Loan Party suffers the loss, revocation or termination of any material license, permit, lease or agreement necessary to its business; (iii) there is a cessation of any material part of any Loan Party’s business for a material period of time; or (iv) any material Collateral or Property of any Loan Party is taken or impaired through condemnation; in each case in excess of the Threshold Amount; or
Material Disruption. Sweetwater ISD will not accept advertisements that create a substantial likelihood of material disruption, including adding to the District’s obligations for security and facilities maintenance.
Material Disruption. The absence of any material disruption of or a material adverse change in conditions in the financial, banking or capital markets which the Lender, in its sole discretion, deems material in connection with the transaction contemplated by this Amendment; and
Material Disruption. Neither Group Company has experienced any material disruption in or to its business or operations as a result of: