Adverse Condition Sample Clauses

Adverse Condition. If at any time during the Term, Tenant, in Tenant’s reasonable judgment, is unable to, and actually does not, use all or a material portion of the Premises, or Tenant is able to conduct its operations in all or any portion of the Premises only at a significantly reduced level or under materially adverse conditions (“Adverse Condition”) as a result of: (a) Landlord’s breach of its repair and maintenance obligations under Section 6.03B or Landlord’s interference with Tenant’s business arising from the making of any repairs, alterations or improvements that rises to the level of an Adverse Condition; (b) Landlord’s breach of its obligation not to unreasonably interfere with Tenant’s use of or access to the Premises and common area under Section 6.05B; or (c) Landlord’s failure to provide the services Landlord is obligated to provide under Section 7.01 A for a period of three (3) consecutive business days (“Adverse Condition Period”), then Tenant may elect, by notice to Landlord, to have Rent xxxxx proportionally as provided below, provided that with respect to the Adverse Condition in question, Tenant shall have given notice to Landlord of the occurrence thereof, which notice shall designate the cause or suspected cause of the Adverse Condition, if known to Tenant, and the portion of the Premises which is not usable by Tenant or in which the Adverse Condition exists. Rent shall xxxxx, in the proportion that the rentable area of the effected portion of the Premises bears to the rentable square foot area of the Premises, for the period during which the Adverse Condition continues provided that such period shall not commence to run until the day after Tenant gives Landlord notice of the Adverse Condition as required above. If an Adverse Condition continues for sixty (60) consecutive days, Tenant shall thereafter have the on-going right, until such Adverse Condition is eliminated, to terminate this Lease as to all or any portion of the Premises. The provisions of this Section 11.17 shall not apply to a casualty or an eminent domain taking, which shall be governed by Article 8.
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Adverse Condition. 48 affiliate ............................................................ 67
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Adverse Condition. (a)In the event that any condition ("Adverse Condition") is imposed by PDC or the State Authority in respect of the approvals referred to in Clause 4.1 which will have a substantial financial adverse impact on that Party (save and except for PDC Consent which will be paid by the Party in equal shares) and is not acceptable to that Party (the "Affected Party"), the Affected Party shall be entitled to, by notice in writing to the other party on or before the expiry fourteen (14) Business Days from the date of receipt of the notification of the Adverse Condition, elect to:
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Adverse Condition. 45 Agreement ............................................................. 1
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Adverse Condition. If a contract or condition exists that has a material adverse effect on the value or operation of the Property or that would subject Buyer to unacceptable costs or potential liability, Buyer may elect to exclude the affected interest from the conveyance, and the Purchase Price shall be adjusted by the amount agreed to by the Parties. Within ten (10) days after the date of this Agreement, Seller shall provide a written status report to Buyer (the "Xxxxxx Report") which describes the current status of Seller's leasehold interest in approximately 2,120 acres in the Ucross area and 1,532 acres in the Xxxxxx townsite, including without limitation copies of any extensions of, or agreements related to, such leases, a schedule of shut-in payments that are due within six months after the Closing Date (on a well-by-well basis), and a description of the status of Seller's dewatering activities related to the xxxxx located on or pooled or communitized with such leases.
Sample 1
Adverse Condition. If at any time during the Lease Term, Tenant is prevented from using all or any portion of the Premises, or Tenant is able to conduct its operations in all or any portion of the Premises only at a significantly reduced level or under materially adverse conditions due to (i) the negligence or willful misconduct of Landlord or any of Landlord’s employees, contractors or agents (“Landlord Parties”) which interrupts the utilities or services provided to or reasonable access to the Premises or (ii) the presence or threatened presence of hazardous substances or other situations that pose a material health risk to occupants of the Premises, or (iii) any condition constituting a constructive eviction arising due to the act, omission or negligence of Landlord or any Landlord Party (each, an “Abatement Event”), for a period of ten (10) consecutive days after written notice from Tenant (“Abatement Period”), Rent shall xxxxx to the extent of such interference commencing immediately following expiration of the Abatement Period and continuing for the time period and to the extent that Tenant’s use of the Premises is adversely affected. Landlord shall use diligent efforts to restore Tenant’s use of the Premises as soon as practicable. If an Abatement Event continues for ninety (90) consecutive days after Tenant has notified Landlord of the existence of such Abatement Event, Tenant shall thereafter have the ongoing right, until such Abatement Event is eliminated, to terminate this Lease as to all or any portion of the Premises. Tenant’s termination of this Lease pursuant to this Paragraph 25.19 shall not constitute an election of remedies and shall not waive any claims Tenant may otherwise have against Landlord under this Lease or at law or in equity. The provisions of this Paragraph shall not apply to a casualty or an eminent domain taking.
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Adverse Condition. For purposes of this Article XII "Adverse ------------------ Environmental Condition" shall mean any contamination or condition resulting from any discharge, release, disposal, production, storage or treatment on or in the Subject Property or from the Subject Property or migration to or from the Subject Property to any other land, air or body of water, wherever located, of any wastes, pollutants, contaminants, hazardous materials or other materials or substances that are subject to regulation relating to the protection of the environment under present laws in effect as of the Effective Time (the "Environmental Laws"). 12.2
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Related to Adverse Condition

  • Release Condition Notwithstanding anything to the contrary herein, no Severance Payments shall be due or made to Employee hereunder unless (i) Employee shall have executed and delivered a general release in favor of Employer and its affiliates, (which release shall be submitted to Employee for his review by the date of Employee’s termination of employment (or shortly thereafter), be substantially in the form of the Separation Agreement and Release attached hereto as Exhibit A and otherwise be satisfactory to Employer) and (ii) the Release Effective Date shall have occurred on or before the thirty-sixth (36th) day following the date employment terminates. The “Release Effective Date” shall be the date the general release becomes effective and irrevocable.

  • Adverse Changes in Condition Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it or (ii) would cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.

  • Existing Condition Seller shall not cause nor permit to occur any of the events or occurrences described in Section 3.1.11 hereof.

  • No Change in Condition No change in the condition (financial or otherwise), business, performance, properties, assets, operations or prospects of the Borrower or any of its Subsidiaries and its subsidiaries shall have occurred since December 31, 1998, which change, in the judgment of the Lenders, will have or is reasonably likely to have a Material Adverse Effect.

  • Release Conditions As used in this Agreement, "Release Conditions" shall mean the following:

  • Environmental Condition Except as set forth on Schedule 5.12 to the Information Certificate, (a) to each Loan Party’s knowledge, no properties or assets of any Loan Party or any of its Subsidiaries have ever been used by a Loan Party, its Subsidiaries, or by previous owners or operators in the disposal of, or to produce, store, handle, treat, release, or transport, any Hazardous Materials, where such disposal, production, storage, handling, treatment, release or transport was in violation, in any material respect, of any applicable Environmental Law, (b) to each Loan Party’s knowledge, after due inquiry, no Loan Party’s nor any of its Subsidiaries’ properties or assets have ever been designated or identified in any manner pursuant to any environmental protection statute as a Hazardous Materials disposal site, (c) no Loan Party nor any of its Subsidiaries has received notice that a Lien arising under any Environmental Law has attached to any revenues or to any Real Property owned or operated by a Loan Party or its Subsidiaries, and (d) no Loan Party nor any of its Subsidiaries nor any of their respective facilities or operations is subject to any outstanding written order, consent decree, or settlement agreement with any Person relating to any Environmental Law or Environmental Liability that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change.

  • Continuing Conditions The obligations of each Lender to make Advances (including the initial Advance) under this Agreement and the obligation of the Issuing Lender to issue any Letters of Credit shall be subject to the continuing conditions that:

  • Environmental Defects For purposes of this Agreement, the term “Environmental Defect” means, with respect to any given Asset, an individual environmental condition identified with specificity in Buyer’s Environmental Review that constitutes a material violation of Environmental Laws in effect as of the date of this Agreement in the jurisdiction in which the affected Asset is located, excluding, however any environmental conditions deemed not to be Environmental Defects by application of Section 5.04(c).

  • Corporate Condition The Company's condition is, in all material respects, as described in the Disclosure Documents (as further set forth in any subsequently filed Disclosure Documents, if applicable), except for changes in the ordinary course of business and normal year-end adjustments that are not, in the aggregate, materially adverse to the Company. Except for continuing losses, there have been no material adverse changes to the Company's business, financial condition, or prospects since the dates of such Disclosure Documents. The financial statements as contained in the 10-KSB and 10-QSB have been prepared in accordance with generally accepted accounting principles, consistently applied (except as otherwise permitted by Regulation S-X of the Exchange Act), subject, in the case of unaudited interim financial statements, to customary year end adjustments and the absence of certain footnotes, and fairly present the financial condition of the Company as of the dates of the balance sheets included therein and the consolidated results of its operations and cash flows for the periods then ended,. Without limiting the foregoing, there are no material liabilities, contingent or actual, that are not disclosed in the Disclosure Documents (other than liabilities incurred by the Company in the ordinary course of its business, consistent with its past practice, after the period covered by the Disclosure Documents). The Company has paid all material taxes that are due, except for taxes that it reasonably disputes. There is no material claim, litigation, or administrative proceeding pending or, to the best of the Company's knowledge, threatened against the Company, except as disclosed in the Disclosure Documents. This Agreement and the Disclosure Documents do not contain any untrue statement of a material fact and do not omit to state any material fact required to be stated therein or herein necessary to make the statements contained therein or herein not misleading in the light of the circumstances under which they were made. No event or circumstance exists relating to the Company which, under applicable law, requires public disclosure but which has not been so publicly announced or disclosed.

  • Environmental Liabilities No action, proceeding, revocation proceeding, amendment procedure, writ, injunction or claim is pending, or to the Company's knowledge, threatened concerning any Environmental Permit, Hazardous Material or any Hazardous Materials Activity of the Company. The Company is not aware of any fact or circumstance which could involve the Company in any environmental litigation or impose upon the Company any environmental liability.

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