Conditions to Transactions. The obligations of TWX, MediaOne, A/N, TWE and TWE-A/N to consummate the Contribution and the Distribution shall be subject to the fulfillment of each of the following conditions, any or all of which may be waived in whole or in part by TWE, MediaOne, A/N, TWE and TWE-A/N:
(a) No Injunction. No statute, rule, regulation, injunction, restraining order or decree of any nature of any court or Governmental Authority shall be in effect that restrains, prevents or materially changes the Contribution or the Distribution.
Conditions to Transactions. The obligation of the parties to consummate the purchase and sale of a Property as described in Section 2.1 is subject to the satisfaction of the following conditions on the Closing Date for such Property:
Conditions to Transactions. 40 Section 3.1 Conditions to Closing and Initial Purchase............................................ 40 Section 3.2 Conditions Precedent to all Transactions.............................................. 41 Section 3.3
Conditions to Transactions. The obligations of Proginet to (i) purchase the assets of V-One and assume the liabilities in the Sale Transaction and contemplated herein or (ii) provide any DIP Financing as set forth herein, shall be subject to satisfaction of each of the following conditions (or waived by Proginet in its sole discretion) as of (i) the date of each advance of a loan under the DIP Financing and (ii) the closing of the Sale Transaction.
(a) The Bankruptcy Court shall have entered an Order, in form and substance acceptable to Proginet, approving bidding procedures and the Buyer Protections, and scheduling a hearing to consider the sale of V-One’s assets on or before March 25, 2005;
(b) V-One and Proginet shall enter into an Asset Purchase Agreement containing usual and customary terms and conditions, covenants, representations and warranties, and releases in form and substance acceptable to Proginet on or before March 20, 2005 unless Proginet concludes that no agreement in addition to this Agreement is required;
(c) The Bankruptcy Court shall have entered an Order, in form and substance acceptable to Proginet, approving the sale of V-One’s assets to Proginet on or before May 25, 2005
(d) The Bankruptcy Court shall have entered the Interim Financing Order on or before March 15, 2005 and the Final Financing Order on or before April 5, 2005;
(e) All pleadings to be filed with the Bankruptcy Court by V-One relating to DIP Financing and the sale of V-One’s assets, shall be sent to Proginet prior to filing for review and shall be in form and substance acceptable to Proginet;
(f) Not later than Tuesday of each week, V-One shall furnish Proginet as of Friday of the prior week weekly performance information;
(g) No event shall have occurred and be continuing which constitutes or would constitute a default of any provision of this Agreement or any Order entered by the Bankruptcy Court or an Event of Default (as defined below);
(h) An Order of the Bankruptcy Court providing that Proginet is not obligated to pay Ehrenkrantz, King & Xxxxxxxx any finding, brokerage, financial advisory, or other fee from Proginet in connection with the transactions contemplated hereby; and
(i) With respect to Proginet’s purchase of assets, the delivery of updates to Schedules A-N and updated financial statements of V-One.
Conditions to Transactions. Each party’s obligation to consummate the Transactions is subject to certain conditions, including among other things (i) the absence of any legal restraint with respect to the Transactions, (ii) the expiration or earlier termination of the waiting period applicable to the Transactions under the HSR Act, (iii) the accuracy of the other party’s representations and warranties contained in the Transaction Documents (subject to certain qualifiers, as applicable), (iv) the Remington Contribution Agreement and the Hotel Services Agreement (each as defined below) being in a form and substance reasonably satisfactory to the Company and the Bennetts, (v) the other party’s compliance in all material respects with its covenants and agreements contained in the Transaction Documents, (vi) the Required Stockholder Vote having been obtained, (vii) that the Transactions would not give rise to termination, penalty or similar rights of any counterparty of the Company and certain of its affiliates or Remington and certain of its affiliates, under any material agreement pursuant to which such parties provide services, (viii) the receipt by the Company, that at a confidence level of ‘‘more likely than not’’ or higher, of an opinion of counsel that for federal income tax purposes the status of Ashford Trust, Braemar and any other real estate investment trust then being advised by the Company as real estate investment trusts within the meaning of Section 856(a) of the Code, would not be adversely affected in any material respect as a result of the conveyance of the Transferred Securities by Xx. Xxxxxx Bennett, Jr., Xx. Xxxxx X. Cowen and Xx. Xxxxxx X. Welter, and MJB Investments to New Nevada Holdco; (ix) the receipt of the PLR from the IRS that Ashford Services will not fail to qualify as an ‘‘eligible independent contractor’’ within the meaning of Code Section 856(d)(9)(A) with respect to specified clients solely as a result of (a) Ashford Hospitality Services LLC being a brother-sister affiliate of Ashford Hospitality Advisors LLC or (b) the taxable REIT subsidiaries (within the meaning of Code Section 856(l)) of such clients receiving specified incentives from Ashford Hospitality Advisors LLC and (x) the completion of the divestiture by Ashford Trust and Braemar of their securities of the Company in a manner that complies with the PLR. The Company’s obligation to close is also conditioned on, among other things, (i) there not having occurred a Remington Material Adverse Effe...
Conditions to Transactions. Section 3.1 Section 3.2 Conditions to Closing and Initial Purchase. Conditions Precedent to all Transactions.
Conditions to Transactions. The obligation of the parties to consummate any of the transactions described in Section 2 is subject to the satisfaction of the following conditions on the Closing Date:
Conditions to Transactions. Before the Borrower becomes obligated in respect of any specific transaction pursuant to an Interest Rate Protection Agreement otherwise consistent with the provisions of this Agreement (it being understood that any such transaction pursuant to the Master Swap Agreement would require the further independent agreement of both the Borrower and the Bank of Boston), the Borrower shall have (i) entered into an amendment to this Agreement, in form and substance satisfactory to the Agent and the Lenders, providing that all obligations of the Borrower under any such Interest Rate Protection Agreement shall constitute "Secured Obligations" hereunder and (ii) caused to be delivered to the Agent and the Lenders a legal opinion letter of counsel satisfactory to the Agent and Lenders in their reasonable judgment and in form and substance acceptable to the Agent and the Lenders to the effect that obligations of the Borrower pursuant to such Interest Rate Protection Agreement constitute "Senior Indebtedness" as such term is defined in the Indenture.
Conditions to Transactions. The obligations of Oaktree to resign under the Existing Advisory Agreement and the REIT to enter into the New Advisory Agreement and to perform their other respective obligations under this Agreement is subject to the performance in all material respects by Brookfield of all of its obligations under this Agreement required to be performed by or on the Transaction Effective Date, unless otherwise waived by Oaktree or the REIT, as applicable. The obligation of Brookfield to enter into the New Advisory Agreement and perform its other obligations under this Agreement is subject to the performance in all material respects by each of Oaktree and the REIT of all of their respective obligations under this Agreement required to be performed by or on the Transaction Effective Date, unless otherwise waived by Brookfield.
Conditions to Transactions. Consummation of the Transactions shall be subject to the conditions precedent set forth on Exhibit D hereto. Notwithstanding anything to the contrary herein, in no event shall the Company consummate any of the Notes Exchange Offer, the Exit Term Loan Exchange Offer or the Intabex Exchange Offer unless all of the Notes Exchange Offer, the Exit Term Loan Exchange Offer, the Intabex Exchange Offer, the Indenture Amendments, the Term Loan Amendments and the ABL Amendment are consummated or entered into, as applicable, substantially concurrently with one another or otherwise effective at the time of such consummation.
