Sentences with phrase «material adverse»

Therefore, the Bureau does not anticipate any material adverse effect on consumers» cost or access to credit in the long or short term.

The law requires real estate licensees to perform the following basic duties when dealing with any real estate buyer or seller as customers: present all offers in a timely manner, account for money or other property received on your behalf, provide an explanation of the scope of services to be provided, be fair and honest and provide accurate information, provide limited confidentiality, and disclose «material adverse facts» about the property or the transaction which are within the licensee's knowledge.

Disclose all material adverse conditions.

«Commonly used terms in credit documentation such as «best endeavours», «material adverse effect» and «reasonable notice» are currently very complex to translate into smart contracts.

Some deals already in the pipeline may be delayed or even called off if Brexit is found to represent a «material adverse event,» said Derek Meilman, an American M&A partner at Hogan Lovells in London and member of a 15 - lawyer interdisciplinary, cross-border advisory group at the firm that has been preparing for a potential Brexit for six months.

In the same vein, as part of a customer's disaster recovery planning, and given the material adverse impact that a disaster affecting the service provider can have on the customer, the customer should be seeking information about the service provider's business continuity plan and perhaps about the business continuity plans of the service provider's material subcontractors.

The dispute, among other things, involves transfer - pricing matters, a material adverse change claim and the validity of a put option exercise.

A Norfolk Circuit Court says plaintiff purchaser of a single - family residence may sue defendant real estate agent for the seller and her own buyer's agent for failure to disclose known material adverse facts pertaining to the physical condition of the...

For now it does not seem worried: «[W] e do not believe that the final outcome of intellectual property claims that we currently face will have a material adverse effect on our business.»

Under the Code, litigation funders are required to give assurances to claimants that, among other things, the litigation funder will not try to take control of the litigation, the litigation funder has the money to pay for the costs of the funded litigation and the litigation funder will not terminate funding absent a material adverse development.

In addition, Dixon said contractual issues could come up including whether Brexit could be considered a «material adverse change» that could give legal grounds for a lot of deals to be cancelled.

Mark Stefanini Qualified: 2006 Made partner: 2015 Key cases: Advised a Spanish real estate investment fund in relation to litigation concerning breaches of loan documentation, material adverse change and issues of delay and failure to provide information in relation to the construction of a London hotel.

In formulating the obligation in that way, the court took the view that, although it may in principle be open to the decision - maker to accept confidential information and then decide to disclose the information in breach of the confidentiality obligations to which it was subject, in reality that was not an option available to a responsible public authority, both because it would be ethically repugnant to such a body, and because it was highly likely that such conduct would have a material adverse effect on its ability to obtain confidential information in the future: [59].

So for example, there are numerous questions about what Brexit might do to existing contractual relationships: for instance, could agreements relating to the provision of goods or services into or out of the EU be vulnerable to termination on the basis of frustration, or pursuant to force majeure or material adverse change (MAC) clauses?

For over a dozen years, Nixon Peabody has tracked the evolution of Material Adverse Change clauses in acquisition agreements.

To the contrary, Rule 1.16 (b), which has been adopted by most jurisdictions, says that a lawyer may withdraw from representing a client if the «withdrawal can be accomplished without material adverse effect on the client.»

The National Law Journal reports that when the mortgage market dried up in 2007, Wachovia invoked the «material adverse change» clause in the deal's contract and backed out of the loan.

Conflicts can be waived but only if the result is not a material adverse effect on client representation.

And what if this triggered material adverse change clauses?

«A substantial reduction or the elimination of natural gas as an energy source in California, could have a material adverse effect on SDG&E's, SoCalGas» and Sempra Energy's cash flows, financial condition and results of operations,» according to the filing.

In my opinion, there is a far, far better chance of getting a judge to take heed of the withholding of adverse verification statistics than to trying to decide a scientific issue because the withholding of material adverse information is something that arises in non-scientific contexts.

A 2017 disclosure by San Francisco reads: «The city is unable to predict whether sea level rise or other impacts of climate change or flooding from a major storm will occur, when they may occur, and if any such events occur, whether they will have a material adverse effect on the business operations or financial condition of the city and the local economy.»

At least two municipal governments reassured investors that they were «unable to predict whether sea - level rise or other impacts of climate change or flooding from a major storm will occur, when they may occur, and if any such events occur, whether they will have a material adverse effect...»» (emphasis added)

If they find a material adverse change, the deal can die, and TWGP will have to pay ACP Re a breakup fee.

We're taking our guidance from the company, which «does not believe, based on current knowledge, that the foregoing legal proceeding is likely to have a material adverse effect on its financial position, results of operations or cash flows.»

We do not believe, based on current knowledge, that the foregoing legal proceeding are likely to have a material adverse effect on its financial position, results of operations or cash flows.

One concern is lawsuit by the landlord against the company, but that company states that it does not believe the lawsuit will have a material adverse effect on its financial position.With its stock at a substantial discount to its net cash position, its cash - burning product development activities at an end and a proposal to identify and complete an alternate strategic transaction or liquidate, we think VXGN is a good prospect, and we're going to maintain our position.

The Company does not believe, based on current knowledge, that the foregoing legal proceeding is likely to have a material adverse effect on its financial position, results of operations or cash flows.

The closing of any proposed merger would also be subject to customary closing conditions, including required shareholder and regulatory approvals and the absence of material adverse changes.

In the event of a determination adverse to VaxGen, we may incur substantial monetary liability that could have a material adverse effect on the Company's financial position, results of operations or cash flows.

If the landlord is ultimately successful in its complaint, we may be liable for significant damages in connection with the alleged early termination of the lease and may lose assets related to the biopharmaceutical manufacturing facility we have constructed within the leased premises, which could have a material adverse effect on the our financial position, results of operations or cash flows.

Our large statutory surplus serves as a competitive advantage, and a material decline could have a material adverse affect our ability to write new insurance business thus affecting our future underwriting profitability.

And despite having «planned for implementation of Payforit», shareholders were still blind - sided by a Sep trading update stating it would now have a «material adverse impact» on UK revenues.

The loss of PEMEX as a customer could have a material adverse affect on Seahawk's operations.

But it is one - sided in this sense: if the reserves are too low, ACP Re can declare a material adverse change.

Decreases in values of equity investments can have a material adverse effect on our consolidated book value per share.

Any reduction in our A.M. Best rating below A -, or a downgrading by one of the other rating agencies, could cause a reduction in the number of policies we write in both our workers» compensation and our assumed reinsurance business and could have a material adverse effect on our results of operations and our financial position.

Also, the valuation doesn't take into effect any legal fee's, auction fee's, sales fee's, and / or advisory fee's that may have a material adverse affect on the asset value of the company.

The tender offer will be conditioned on the following: (i) BVF's nominees being elected to the board of directors of Avigen (the «Board») at the Special Meeting (or otherwise appointed) and constituting a majority of directors on the Board, (ii) the Board redeeming rights issued under Avigen's poison pill, (iii) Avigen not committing to any strategic transactions or capital - depleting actions, pursuant to the process described by Avigen on January 14, 2009 (or otherwise), and (iv) other customary conditions such as the absence of a suspension in trading or any material adverse change at Avigen.

Couldn't DCM allege a material adverse change, and try to get the terms changed?

Conditions The Scheme is subject to a number of conditions including: • Coal & Allied shareholder approvals • no regulatory action in relation to the Scheme • receipt of regulatory approvals • Foreign Investment Review Board approval • no material adverse change occurring • no prescribed occurrences

The Australian Financial Review understands that the Australian Securities and Investments Commission is in discussions with Bellamy's about whether the temporary licence suspension represents a material adverse change.

platform are based on the Ethereum ERC - 20 protocol, any malfunction, breakdown or abandonment of the Ethereum protocol may have a material adverse effect on the platform or CTK.

The Enterprise Compensation Committee discharges the board of directors» responsibilities relating to the compensation of our executives and directors; reviews and discusses with management the Compensation Discussion and Analysis and performs other reviews and analyses and makes additional disclosures as required of compensation committees by the rules of the SEC or applicable exchange listing requirements; provides general oversight of our compensation structure, including our equity compensation plans and benefits programs, and confirms that these plans and programs do not encourage risk taking that is reasonably likely to have a material adverse effect on Hewlett Packard Enterprise; reviews and provides guidance on our human resources programs; and retains and approves the retention terms of the Enterprise Compensation Committee's independent compensation consultants and other independent compensation experts.

Failure to generate sufficient cash flows from operations, raise capital or reduce certain discretionary spending could have a material adverse effect on the Company's ability to achieve its intended business objectives.

The Company is not currently a party to any material legal proceedings, nor is the Company aware of any pending or threatened litigation that would have a material adverse effect on the Company's business, operating results, cash flows, or financial condition should such litigation be resolved unfavorably.

To the extent that we decrease our pricing as a result of downward pricing by our competitors and are not able to reduce our operating costs, it could have a material adverse impact on our results of operations, as we may lose members and experience a decrease in Zipcar reservations.

Persistence of these conditions could have a material adverse effect on our ability to access short - term debt and the terms and cost of that debt.

If we are liable for taxes under the tax indemnity and sharing agreement, that liability could have a material adverse effect on us.

We are also directly or indirectly dependent upon companies with unionized work forces, such as parts suppliers and trucking and freight companies, and work stoppages or strikes organized by such unions could have a material adverse impact on our business, financial condition or operating results.