Master Transaction Agreement. The Closing (as defined in the Master Transaction Agreement) occurs substantially concurrently with or prior to (but in no event subsequent to) the Closing hereunder. For the avoidance of doubt, but subject to the provisions of Section 2.1(b)(i)(4) of the Master Transaction Agreement, it is not a condition to the Closing hereunder that any of (i) the closings under the Subject Property PSA (Atlantic City) or the Subject Property PSA (New Orleans) (each as defined in the Master Transaction Agreement)) or (ii) the CPLV/HLV Closing (as defined in the Master Transaction Agreement) be consummated.
Master Transaction Agreement. In the event there is any inconsistency between the provisions of this Agreement and the provisions of the Master Transaction Agreement, the provisions of this Agreement shall govern.
Master Transaction Agreement. The term "Master Transaction Agreement" shall mean the agreement effective as of August 21, 1996, by and between Raytel Medical Corporation, Raytel Texas Physician Services, Inc., Raytel Southeast Management, L.P., Southeast Texas Cardiology Associates II, P.A., Southeast Texas Cardiology Associates, P.A., Rodoxxx X. Xxxxxxxxx, X.D., Waynx X. Xxxxxxxx, X.D., Michxxx X. Xxxxx, X.D., and Miguxx Xxxxxxxxxxx, X.D.
Master Transaction Agreement. All of the conditions of Xxxxxx and Transferor set forth in the Master Transaction Agreement shall have been satisfied, the LLC Agreement shall be effective and the Xxxxxx Capitalization Agreement shall close simultaneously herewith.
Master Transaction Agreement. Subject to and effective as of the Closing, Purchaser and the Company hereby agree that Section 2 of the Master Transaction Agreement shall be deemed null and void and of no further effect.
Master Transaction Agreement. All of the conditions of Xxxxxx and Genlyte set forth in the Master Transaction Agreement shall have been satisfied, the LLC Agreement shall be effective and the Genlyte Capitalization Agreement shall close simultaneously herewith.
Master Transaction Agreement. All representations and warranties set forth in that certain Master Transaction Agreement between Fiat S.p.A., the Company, Chrysler LLC and the other Sellers identified therein, dated as of April 30, 2009 (the “MTA”) are true and correct as of the date hereof or, if such representations are made as of a specified date, as of such date.
Master Transaction Agreement. The Company hereby represents and warrants to the Subscriber that all representations and warranties set forth in the Master Transaction Agreement are true and correct as of the date hereof or, if such representations are made as of a specified date, as of such date.
Master Transaction Agreement. The business combination between The X.X. Xxxxxxx Company and Journal Communications, Inc. shall have been consummated, and, among other things, the Borrower and its Subsidiaries shall have ownership and control of the “Journal Newspaper Assets” and the “Scripps Newspaper Assets” (each as defined in the Master Transaction Agreement). For purposes of determining compliance with the conditions specified in this Section 5.1, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to such Lender unless the Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. The Agent shall promptly notify the Borrower and the Lenders of the occurrence of the Closing Date, which notice shall be conclusive and binding. Notwithstanding anything herein to the contrary, the failure to perfect any security interest in the newspaper business of The X.X. Xxxxxxx Company and its subsidiaries on or prior to the Closing Date after the Borrower’s use of commercially reasonable efforts to take such actions as are necessary to do so shall not impair the availability of the Revolving Loans (unless perfection thereof may be accomplished by the filing of a financing statement under the Uniform Commercial Code), but such security interests (to the extent required under the Credit Documents) shall be perfected within 30 days after the Closing Date or such longer period as the Agent may approve in its discretion.
Master Transaction Agreement. The Company agrees to take all steps necessary to complete the transactions contemplated by the Master Transaction Agreement within 48 hours after the Initial Closing. If the transactions contemplated by the Master Transaction Agreement are not completed in accordance with the terms and conditions thereof within 48 hours after the Initial Closing, this Agreement shall be terminated, the purchase and sale of the Shares pursuant hereto shall be reversed, and the Purchase Price paid by each Purchaser shall be promptly refunded in full. Other than the obligation to pay such refund, the Company, OpCo and their respective Affiliates shall have no other liability or obligation to the Purchasers in the event of a termination of this Agreement pursuant to this Section 6.1.
