No Specified Material Adverse Effect; Delivery of Transfer Instructions Sample Clauses

No Specified Material Adverse Effect; Delivery of Transfer Instructions. If (i) the Phase 1 Closing does not occur or has not completed on December 17, 2020, and (ii) each Ceding Company has not provided evidence to the Buyer as early as possible but in any event no later than 12:00 p.m. New York City time on December 17, 2020 that such Ceding Company has provided all applicable financial institutions with correct and complete instructions to initiate, and has instructed all applicable financial institutions to initiate, all wire transfers and asset transfers required to be made by such Ceding Company on the Phase 1 Closing Date pursuant to this Agreement, there shall not have occurred any event, circumstance or change that has had, or would reasonably be expected to have, a Specified Material Adverse Effect. Notwithstanding the foregoing, if the Phase 1 Closing does not occur or has not completed on December 17, 2020, each applicable Ceding Company shall have delivered to the Buyer evidence as early as possible but in any event no later than 12:00 p.m. New York City time on December 18, 2020 that it has provided all applicable financial institutions with correct and complete instructions to complete, and has instructed all applicable financial institutions to complete, all wire transfers and asset transfers required to be made by such Ceding Company on the Phase 1 Closing Date pursuant to this Agreement that have not been completed on December 17, 2020.
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Related to No Specified Material Adverse Effect; Delivery of Transfer Instructions

  • Closing Date Material Adverse Effect No Closing Date Material Adverse Effect shall have occurred since July 29, 2019.

  • Notice of Material Adverse Effect The Company shall notify the Buyer (and any subsequent holder of the Debentures), as soon as practicable and in no event later than three (3) business days of the Company’s knowledge of any Material Adverse Effect on the Company. For purposes of the foregoing, “knowledge” means the earlier of the Company’s actual knowledge or the Company’s constructive knowledge upon due inquiry.

  • No Purchaser Material Adverse Effect No Material Adverse Effect shall have occurred with respect to the Purchaser since the date of this Agreement which is continuing and uncured.

  • Financial Condition; No Material Adverse Effect (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present the financial condition of the Borrower and its subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

  • Notice of Material Adverse Change Promptly inform Lender of (i) any and all material adverse changes in Borrower’s financial condition, and (ii) all claims made against Borrower which could materially affect the financial condition of Borrower.

  • Absence of Company Material Adverse Effect Since the date of this Agreement, there shall not have been any event, change, effect or development that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect.

  • No Seller Material Adverse Effect Since the date of this Agreement, there shall not have occurred any event, occurrence, development, state of facts, effect, condition or change that, individually or in the aggregate, has had, or is reasonably likely to have, a Seller Material Adverse Effect.

  • Absence of Material Adverse Effect Since the date of this Agreement, there shall not have been any event, change or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect.

  • Absence of Material Adverse Changes No material adverse change in the business, assets, financial condition, or prospects of the Company shall have occurred, no substantial part of the assets of the Company not substantially covered by insurance shall have been destroyed due to fire or other casualty, and no event shall have occurred which has had or will have a material adverse effect on the business, assets, financial condition or prospects of the Company.

  • Amendments without Material Adverse Effect Without the consent of the Noteholders, the Issuer and the Indenture Trustee may, and when directed by Issuer Order will, amend this Indenture to add terms to, to change or eliminate the terms of, or to amend (other than the amendments in Section 9.2) the rights of the Noteholders under, this Indenture, if:

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