Adverse Consequences Sample Clauses

Adverse Consequences. Neither the Committee nor Citigroup will be liable to Participant for any additional personal tax or other adverse consequences of any adjustments that are made to the Award.

Adverse Consequences. It is not necessary under the laws of jurisdiction of incorporation of any Borrower or Loan Guarantor (i) in order to enable Administrative Agent, any Lender or the Issuing Bank (collectively, the “Finance Parties”) to enforce their rights under any Loan Document; or (ii) by reason of the entry into any Loan Document or the performance by any Finance Party of its obligations under any Loan Document, that any Finance Party should be licensed, qualified or otherwise entitled to carry on business in its jurisdiction of incorporation; and (b) no Finance Party is or will be deemed to be resident, domiciled or carrying on business in the jurisdiction of incorporation of any Borrower or Loan Guarantor by reason only of the entry into, performance and/or enforcement of any Loan Document.

Adverse Consequences the jurisdiction of incorporation of the Borrower will not in any way adversely affect any of the Creditors or their rights under the Security Documents; and

Adverse Consequences. As used in this Agreement, the term “

Adverse Consequences. As used herein, "Adverse Consequence" shall mean a Change of Law that prohibits, invalidates, renders unenforceable or otherwise materially adversely affects a party's rights or obligations hereunder.

Adverse Consequences. Outside evaluators may be used with tenured teachers in the remediation cycle, but only with the consent of the Association. The administration and the Association shall mutually select the evaluator.

Adverse Consequences. Notwithstanding any other provisions of this Section 2.05, (i) to the extent that any of or all the Net Cash Proceeds of any Disposition or Excess Cash Flow are prohibited or delayed by applicable local Law from being repatriated to the United States (as determined by the Borrower in good faith), the portion of such Net Cash Proceeds or such Excess Cash Flow so affected (any such portion being “Restricted Proceeds”) will not be required to be applied to repay Loans at the times provided in this Section 2.05(b)) but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local Law will not permit repatriation to the United States, and once such repatriation of any of such Restricted Proceeds is permitted under the applicable local Law, such repatriation will be promptly effected and such repatriated Restricted Proceeds will be promptly (and in any event not later than five (5) Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Loans pursuant to this Section 2.05(b) and (ii) to the extent that the Borrower has determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Disposition or Excess Cash Flow would have material adverse tax cost consequences (as determined by the Borrower in good faith) with respect to such Net Cash Proceeds or such portion of the Excess Cash Flow, as the case may be, such Net Cash Proceeds or portion of the Excess Cash Flow, as the case may be, so affected may be retained, and the amount equal to such Net Cash Proceeds or such portion of Excess Cash Flow subject to clauses (i) and (ii) above otherwise required to be applied to prepayments pursuant to Section 2.05(b) shall not be required to be applied to such prepayments unless and until such amounts are no longer Restricted Proceeds or such material adverse tax cost consequences no longer exist.

Adverse Consequences. Under the laws of the British Virgin Islands, none of the parties to the Transaction Documents (other than the Company) will be deemed to be resident, domiciled or carrying on any commercial activity in the British Virgin Islands or subject to any tax in the British Virgin Islands by reason only of the execution, and performance of the Transaction Documents nor is it necessary for the execution, performance and enforcement of the Transaction Documents that any such party be authorised or qualified to carry on business in the British Virgin Islands.

Adverse Consequences. You understand that failure to comply with applicable securities laws may subject You, Angel and third-parties to adverse regulatory and enforcement consequences.