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.
All Governmental Consents that have been obtained shall have been obtained without the imposition of any term, condition, restriction or consequence that would, individually or in the aggregate with all other terms, conditions, restrictions or consequences imposed as a requirement to obtain other Governmental Consents, reasonably be likely to have or result in a Regulatory Material Adverse Condition and all Required Governmental Consents shall have been obtained by Final Order.
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 shall have the meaning as set forth in Article 2.
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 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 any of the following acts, actions or events, except to the extent such acts, actions or events are (i) specifically required to be performed by Landlord under the Tenant Work Letter or any other provision of this Lease, (ii) caused by, or reasonably necessary due to, a damage or destruction, condemnation or other events of Force Majeure (as defined in Section 26.17 below), (iii) caused or triggered by (A) Tenant’s use of the Premises for other than the Permitted Use (as defined below), (B) any alterations, improvements or Tenant’s Property (as defined in Section 15.2 below) installed or placed in the Premises, Building or Project by or for Tenant (including the initial Tenant Improvements constructed pursuant to the Tenant Work Letter), (C) any Approved Tenant Modifications (as defined in the Tenant Work Letter), and the implementation thereof, and/or (D) any acts, negligence or willful misconduct of Tenant or any of Tenant’s employees, agents, contractors, licensees or invitees, (iv) are expressly approved by Tenant in each instance, and/or (v) reasonably necessary to comply with applicable Laws or required by any applicable governmental agencies (but in case of (v) hereinabove, (a) Landlord shall not initiate any actions to formally and legally change the scope and application of any applicable Laws in order to allow Landlord to engage in or trigger any such acts, actions or events, and (b) Landlord shall notify Tenant of any such acts, actions or events after Landlord becomes aware of same [including, without limitation, any changes required by any governmental agencies to the Base Building Plans or Phase IV Improvement Plans (as defined in the Tenant Work Letter) such that Tenant may determine the extent of the adverse impacts resulting therefrom, and if requested by Tenant Landlord shall, at its expense, use good faith efforts to reasonably minimize the adverse effect on Tenant’s use and occupancy of the Premises caused by any such permitted act, action or event, if practicable):
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 claimed default, breach or other failure by Landlord to fulfill any obligation set forth hereunder with respect to repairs in the Leased Premises or to the Podium Elevators will have a material, adverse impact on Tenant’s ability to conduct its business in the Leased Premises or any portion thereof. If Tenant undertakes any action pursuant to this Section 4.14, Tenant shall (i) proceed in accordance with all Applicable Laws; (ii) retain to effect such actions only such reputable contractors and suppliers as are duly licensed in the State of California and previously approved by Landlord for other work in the Building provided Landlord promptly provides, in response to a request from Tenant, Tenant with its then-current approved list of contractors and suppliers; (iii) as to any required repair to the Podium Elevators, use Landlord’s elevator service contractor for the Building or, if Landlord so directs, ▇▇▇▇ Elevator, but only if such contractor agrees to perform the required repairs at commercially reasonable rates and times; (iv) effect such repairs or perform such other actions in a good and workmanlike and commercially reasonable manner; and (v) use new or like new materials. Nothing contained in this Section 4.14 shall be interpreted to mean that Tenant shall be excused from paying Rent or any other amount due under this Lease in the event of any alleged default by Landlord. The foregoing notwithstanding: (I) Tenant’s rights to repair pursuant to this Section 4.14 shall be limited to the Leased Premises and the Podium Elevators themselves, and not to any other part of the Common Areas; (II) prior to invoking the rights of Tenant under this Section 4.14, Tenant shall give to Landlord a written notice stating (A) the grounds upon which ▇▇▇▇▇▇ claims an Emergency Situation or an Adverse Condition exists, (B) the repair which ▇▇▇▇▇▇ believes Landlord was required to make to the Leased Premises, and (C) the names of the contractors Tenant proposes to use to resolve the Emergency Situation or an Adverse Condition; and (III) damage to the Leased Premises or damage to or destruction of the Project shall be governed by the provisions of Section 7.09 and not by the provisions of this Section 4.14.