Conditions Precedent to Legal Effectiveness of Annexation Sample Clauses

Conditions Precedent to Legal Effectiveness of Annexation. (a) The Parties acknowledge and agree that the legal effectiveness of the annexation of the Property pursuant to Section 113(2)(b) of the Annexation Act is conditioned upon satisfaction of the following conditions, any one or more of which may be waived by Owner in its sole discretion. Concurrently with its approval of the annexation of the Property, the Town shall have approved the Zoning Application, as modified. (b) Owner has the sole, exclusive and unilateral right to withdraw the Petition for the Property if there is a Legal Challenge (as defined below) to the ordinance annexing the Property, this Agreement or the ordinance zoning the Property by so notifying the Town Clerk in writing at any point prior to the latest to occur of: (i) the latest final, non- appealable approval of the final ordinance(s) or other final approval(s) approving (A) the annexation of the Property; (B) the Zoning Application; and (C) this Agreement; or‌
Sample 1
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Conditions Precedent to Legal Effectiveness of Annexation. The Parties acknowledge and agree that the legal effectiveness of the annexation of the Property pursuant to Section 113(2)(b) of the Annexation Act is subject to the terms of the Article 14. The City shall not file the ordinance annexing the Property or any maps with the Adams County Clerk & Recorder except in accordance with this Article 14. The Owner has the sole, exclusive and unilateral right to withdraw the annexation petition for the Property, and to exclude from the ERAGID and ECAGID as provided in Article 12, by so notifying the Clerk of the City in writing at any point prior to the latest to occur of: (i) the date of City Council action finally approving the ordinances annexing the Property; (ii) the date of City Council action finally approving the Zoning Ordinance; (iii) the date of City Council action finally approving an ordinance ratifying this Agreement; (iv) the date of City Council action finally approving the service plan for the Districts; or (v) the final, non-appealable resolution of any Legal Challenge submitted within sixty (60) days of the date of City Council action finally approving the ordinances annexing the Property, the Zoning Ordinance, or the ordinance ratifying this Agreement. Upon satisfaction of all of the above, then the City Clerk may proceed with recordation of the Annexation Ordinance, in accordance with Section 113(2)(b) of the Annexation Act, the Zoning Ordinance and this Agreement. Notwithstanding the conditions subsequent, nothing herein shall be construed so as to delay, suspend or otherwise alter the mandatory statutory periods for any “Legal Challenge” (as defined below) to the Annexation Ordinance, the Zoning Ordinance, or this Agreement. Further, it is expressly understood that this Agreement shall not expire or terminate during the pendency of any Legal Challenge and unless earlier terminated or modified by a written amendment signed by all parties hereto. Further, the City and Owner shall cooperate to cure the legal defect and to pursue annexation and/or zoning of the Property or portion thereof in a manner that most fully implements the intent and purpose of this Agreement.
Sample 1

Related to Conditions Precedent to Legal Effectiveness of Annexation

  • Conditions Precedent to Effectiveness This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all of the following conditions precedent have been satisfied: (a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent: (i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby; (ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby; (iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and (iv) A favorable opinion of Xxxxxxx Xxxxx LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and (c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Date.

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