Adverse Condition definition

Adverse Condition means a condition which is producing, or which has the potential to produce, a detrimental effect on a system or component that either impairs the system or component’s normally intended function or operation or which is inconsistent with generally established practice(s) regarding the historically or conventionally applied and acknowledged methods of installation, assembly, and operation or use;

Adverse Condition has the meaning as set out in Section 17.5;

Adverse Condition means (a) that after the Change of Control the Supplier (or its surviving entity) is controlled by an entity that is a direct competitor of TiGenix for the Product; or (b) the existence of any condition which is in the reasonable opinion of TiGenix reasonably likely to cause Supplier (or its surviving entity) to be unable to fulfil the obligations under this Agreement. Such Adverse Condition may include but is not limited to a situation where the controlling party has a lack of financial stability or a history of regulatory intervention in its manufacturing operations for quality reasons.

Examples of Adverse Condition in a sentence

• On an Adverse Condition Day an employee will be allowed to report for work up to sixty (60) minutes late with no loss of pay for absence/tardiness.

• Seller has no knowledge of any matters (i) which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any of the FCC Licenses or the imposition of any fines or forfeitures by the FCC, or (ii) against Seller which could reasonably be expected to result in the FCC's refusal to grant approval of the assignment to Buyer of the FCC Licenses or the imposition of any Material Adverse Condition in connection with approval of such assignment.

• Buyer shall not knowingly take, and Seller covenants that Seller shall not knowingly take, any action that party knows or has reason to know would materially and adversely affect or materially delay issuance of the FCC Order or materially and adversely affect or materially delay its becoming a Final Action without a Material Adverse Condition, unless such action is requested or required by the FCC, its staff or the Rules and Regulations.

• Buyer shall notify Seller in writing either during or at the end of the Due Diligence Period with respect to whether or not Buyer has discovered any such Material Adverse Condition.

• Notwithstanding anything in this Agreement to the contrary, with respect to an Alleged Adverse Condition and/or any Claim relating thereto, in determining whether Buyer is entitled to a remedy for such Alleged Adverse Condition and/or any Claim relating thereto, the threshold amounts with respect thereto shall not be applied more than once.

More Definitions of Adverse Condition

Adverse Condition means an individual existing condition of a Property or of the soil, sub-surface, surface waters, groundwaters, atmosphere, natural resources or other environmental medium, wherever located, associated with the ownership or operation of a Property (including the presence or release of waste, hazardous substances or Hydrocarbons substances), that, in each case, (a) is not in compliance with Environmental Laws or (b) requires, if known, or will require, once discovered, reporting to a Governmental Authority, investigation, monitoring, removal, cleanup, remediation, restoration or correction in accordance with Environmental Laws; provided that an “Adverse Condition” shall not include Decommissioning, Asbestos and Related Liabilities, Process Safety Management or Disclosed Environmental Liabilities.

Adverse Condition means, in respect of any Party, (a) any condition or limitation that, in the reasonable opinion of that Party, would materially diminish, taken as a whole, that Party’s rights under this Agreement and the other Transaction Documents, (b) any condition or limitation that, in the reasonable opinion of that Party, would adversely affect in any material respect (i) any of that Party, its Subsidiaries or its business divisions or (ii) that Party’s ability to perform its obligations and carry out its agreements under this Agreement and each of the other Transaction Documents in a full and timely manner or (c) any condition or limitation imposed by COFECO that in the reasonable opinion of a Party would affect a business of that Party or its Subsidiaries.

Adverse Condition means: (a) a material adverse interference with Tenant’s use of the Premises for the use permitted under this Lease; (b) an unreasonable interference with Tenant’s access to the Premises; (c) other than on a reasonably temporary basis, a reduction of, or material adverse interference with Tenant’s access to, the number of Unreserved Passes and/or Reserved Passes set forth in Section “E” of the Summary of Basic Lease Information; or (d) an event which materially increases Tenant’s monetary obligations under this Lease, except for increases in Operating Expenses to the extent such increases are otherwise permitted in Section 5.4 below.

Adverse Condition shall have the meaning as set forth in Article 2.

Adverse Condition means (I) any unreasonable adverse interference with Tenant’s access to the Premises other than on a temporary basis during an on-going emergency, (II) any unreasonable adverse interference with Tenant’s use of the Premises as a first-class biotechnology project, and (III) any reduction in, or unreasonable adverse interference with Tenant’s access to, Tenant’s parking rights hereunder.

Adverse Condition means: (A) a material adverse interference with Tenant’s use of the Premises for the use permitted pursuant to Section 5.1 below; (B) an unreasonable interference with Tenant’s access to the Premises; (C) a change in character of the Building to something other than a first-class office building; (D) a reduction in the number of parking passes within the Parking Allotment (as defined below) which Tenant has elected to rent pursuant to this Lease, other than (1) during such period as is reasonably necessary due to a damage or destruction, condemnation or other Force Majeure event, and/or (2) on a temporary basis (not to exceed one (1) month) as provided in Section 24.4 below; (E) a relocation of Tenant’s parking passes to any areas outside of the Phase I/IV Parking Structure, the Phase IV Surface Parking Areas and/or such other Parking Facilities within the Project, other than (1) during such period as is reasonably necessary due to a damage or destruction, condemnation or other Force Majeure event, and/or (2) on a temporary basis (not to exceed one (1) month) as provided in Section 24.4 below; or (F) an event which increases Tenant’s monetary obligations under this Lease, except (1) for increases in Operating Expenses, Tax Expenses or Utilities Costs to the extent such increases are otherwise permitted in Article 4 below, and/or (2) as imposed under and/or to comply with applicable Laws. If a temporary relocation or reduction of Tenant’s parking passes is required in connection with the exercise of any of Landlord’s rights set forth in this Article 1 and/or Section 24.4 below, Landlord shall, at no expense to Tenant, relocate such parking passes to other Parking Facilities of the Project and/or parking facilities located within a reasonable walking distance of the Project (such relocation obligation shall not, however, apply in the event any damage or destruction, condemnation or other Force Majeure event, although Landlord shall use commercially reasonable efforts to make available to Tenant parking passes within other areas of the Project’s Parking Facilities for those parking passes displaced thereby during the period such displacement occurs).

Adverse Condition. Conditions" Section 5.3(a) "Affiliate" Section 10.2(f)