Burdensome Conditions definition

Burdensome Conditions has the meaning set forth in Section 5.06(a).
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Burdensome Conditions means any condition, order, sanction, requirement or term that, individually or in the aggregate, (i) would be reasonably likely to have a material adverse effect on the business, assets, liabilities, condition (financial or otherwise) or results of operations of the Company or the Surviving Company and their respective Subsidiaries, taken as a whole, or the Oncor Entities, taken as a whole, (ii) subjects the operations of the Company or the Surviving Company and their respective Subsidiaries or the Oncor Entities following the First Closing Date to any restriction, limitation, condition or obligation that differs materially and adversely from those currently applicable to the Oncor Entities, (iii) would prevent Oncor from recovering in rates material expenditures recovered by Oncor in its rates consistent with its past practices, or (iv) subjects any Equity Commitment Party or any of their Affiliates (other than the Company or the Surviving Company or their Subsidiaries or the Oncor Entities) to a requirement to take or refrain from taking any action or make or undertake any payment or to any condition, order, sanction, requirement or term; provided that (A) the Key Regulatory Terms, and (B) any such condition, order, sanction, requirement or term that primarily relates, as indicated on the face of the order or approval, to the Minority Interest Contribution or the EFIH Parent Issuance shall, in each case, not be deemed to be, or contribute to, a Burdensome Condition, and the failure to receive the approval from any Governmental Entity (including the FERC or the PUCT) of the Minority Interest Contribution or the EFIH Issuances shall not be deemed, or contribute to, a Burdensome Condition. Notwithstanding anything in this Agreement to the contrary, the parties hereto acknowledge and agree that to the extent any condition or requirement imposed or reimposed on the Company or any of its Subsidiaries by any Governmental Entity (other than the Bankruptcy Court) in connection with any approval sought in connection with this Agreement is substantially similar to, or has the same effect as, any condition or requirement imposed on Sharyland Utilities, L.P., Sharyland Distribution and Transmission Services, L.P., or any of their affiliates pursuant to Docket No. 35287 issued by the PUCT on July 21, 2008, such condition or requirement shall not be deemed to be, or contribute to, a Burdensome Condition and, shall be deemed to be an “Acceptable Regulatory Condition.”
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Burdensome Conditions means any action proposed to be taken in accordance with this Section 6.8 that, individually or in the aggregate with any other actions proposed to be taken in accordance with this Section 6.8, would result in, or would reasonably be expected to result in, a Parent Material Adverse Effect (for the avoidance of doubt, materiality for this purpose shall be measured without giving effect to the consummation of the Merger). At the request of Parent, the Company shall take actions, or agree to take actions or consent to the taking of actions (including with respect to selling, holding separate or otherwise disposing of assets or conducting its business in a specified manner) as Parent shall determine to be necessary or appropriate in order to obtain the consents, approvals, declarations and authorizations of any Governmental Entity required to be obtained in connection with the Merger. Notwithstanding the foregoing or any other provision of this Agreement, the Company shall not be required by this Section 6.8 to take any action, agree to take any action or consent to the taking of any action (including with respect to selling, holding separate or otherwise disposing of assets or conducting its business in a specified manner) unless the taking of the action is conditioned upon consummation of the Merger. The Company shall not take any action, agree to take any action or consent to the taking of any action pursuant to this Section 6.8 (including with respect to selling, holding separate or otherwise disposing of assets or conducting its business in a specified manner) without the prior written consent of Parent (this consent not to be unreasonably withheld or delayed).
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Examples of Burdensome Conditions in a sentence

  • A Control Permit was issued and is in full force and effect permitting the Purchasers to acquire the Purchased Shares, the Adjustment Subscribed Shares (if any), the Purchaser Subscribed Shares, the Additional Purchaser Subscribed Share (if any) and the Election Subscribed Shares (if any) which Control Permit does not include any Burdensome Conditions.

  • The Parties shall cooperate in the diligent submission of any additional information requested by the FCC with respect to the FCC Applications, and will use (and cause their respective Affiliates to use) their respective reasonable best efforts to take all steps necessary, proper or advisable to obtain the FCC Consent as soon as reasonably practicable after the filing date and, subject to Section 5.4(d), without any Burdensome Conditions.

  • If Purchaser does not accept such Purchaser Burdensome Condition(s) or if Seller has not received written confirmation from Purchaser that it will accept the Purchaser Burdensome Condition(s) by the expiration of the Purchaser Review Period, then either Party may terminate this Agreement and the transactions contemplated by this Agreement may be abandoned.

  • The Parties shall cooperate in the diligent submission of any additional information requested by the FCC with respect to the FCC Applications (as amended) and will use (and cause their respective Affiliates to use) their respective reasonable best efforts to take all steps necessary, proper or advisable to obtain the FCC Consent as soon as reasonably practicable after the amendment date and, subject to Section 5.4(d), without any Burdensome Conditions.

  • For the avoidance of doubt, any reasonable steps a party agrees to take through the Resolution Process for the mitigation of any potential Burdensome Conditions shall not themselves constitute a Burdensome Condition hereunder, but shall be taken into account in determining whether any condition, limitation or qualification constitutes a Burdensome Condition hereunder.

  • If Purchaser does not accept such Burdensome Condition(s) or if Seller has not received written confirmation from Purchaser that it will accept the Burdensome Condition(s) by the expiration of the Review Period, then either Party may terminate this Agreement and the transactions contemplated by this Agreement may be abandoned.

  • If Seller does not accept such Seller Burdensome Condition(s) or if Purchaser has not received written confirmation from Seller that it will accept the Seller Burdensome Condition(s) by the expiration of the Seller Review Period, then either Party may terminate this Agreement and the transactions contemplated by this Agreement may be abandoned.

  • The Parties shall cooperate in the diligent submission of any additional information requested by the FCC with respect to the Additional FCC Applications and will use (and cause their respective Affiliates to use) their respective reasonable best efforts to take all steps necessary, proper or advisable to obtain the FCC Consent as soon as reasonably practicable after the filing date and, subject to Section 5.4(d), without any Burdensome Conditions.

  • Target and each of its Subsidiaries have no reason to believe that all Target Environmental Permits necessary for the conduct of their respective businesses as currently proposed to be conducted by them will not be granted in the ordinary course within a reasonable time after application therefor, without Target Burdensome Conditions and prior to the time the same is required under the applicable Legal Requirements.

  • The consents and other approvals, listed on Section 9.1(d) of the PRB Disclosure Schedule, of non-governmental Persons to the consummation of the Merger (each, a “Third Party Consent”), shall have been obtained without the imposition, as of or following the Effective Time, of any Burdensome Conditions on PRB, FFI or FFB that were not in existence prior to the time any such consents or approvals were sought.


More Definitions of Burdensome Conditions

Burdensome Conditions means: (a) any undertakings, terms, conditions, Liabilities, obligations, commitments, sanctions or other measures (including any Remedy Undertaking) that would have, or reasonably be expected to have, a material adverse effect on the financial condition, assets, Liabilities, businesses or results of operations of (i) the Conveyed Entities, taken as a whole; or (ii) Buyer Parent and its Subsidiaries, taken as a whole and determined after giving effect to the Transactions; or (b) with respect to any Sponsor or any of its Affiliates or any portfolio company, investment fund, pooled investment vehicle or other investment vehicle of, or managed or directly or indirectly invested in by, any Sponsor or its Affiliates (for the purposes of this definition, the “Sponsor Group”) (other than Buyer Parent or any of its Subsidiaries (including, for certainty, Buyer)), any undertaking, term, condition, Liability, obligation, commitment, sanction or other measures (including a Remedy Undertaking) that apply to any member of the Sponsor Group; provided that, the Sponsors will reasonably cooperate with any information requests in relation to securing the Regulatory Approvals (except to the extent that Sponsors are restricted under applicable Law from sharing such information).
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Burdensome Conditions shall have the meaning given to that term in Clause 4.1(E);
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Burdensome Conditions. Section 7.01(b) “Closing” Section 2.02 “Closing Date” Section 2.02 “Closing Payment” Section 3.02(a) “Common Stock” Recitals “Confidentiality Agreement” Section 6.05(a) “Confidential Information” Section 6.05(a) “Cross-Receipt” Section 3.03(a)(iv) “Director Resignation Agreements” Recitals “Environmental Law” Section 5.03(u)(i) “Escrow Agent” Section 3.03(c)(iii) “Escrow Agreement” Section 3.05(a) “Escrow Deposits” Section 3.03(c)(iv) “Execution Date” Preamble “Expiration Date” Section 9.05 “Extensions of Credit” Section 5.03(l)(iv) “FHLBNY” Section 7.02(j) “Final Determination” Section 3.02(c) “Final Tangible Common Equity Value” Section 3.04(c) “Funds Flow Memorandum” Section 3.02(b) “Indemnified Party” Section 9.03(a) “Indemnifying Party” Section 9.03(a) “Indemnity Escrow Account” Section 3.03(c)(iii) “Indemnity Escrow Deposit” Section 3.03(c)(iii) “Lease” Section 4.04 “Losses” Section 9.01(a) “Minority Director Shareholders” Recitals “Net Recovery” Section 3.02(c) “Notice” Section 11.06 “Notice of Objection” Section 3.04(a)
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Burdensome Conditions means any conditions in any Governmental Approval that are not capable of being satisfied on or prior to the time required or that would limit or otherwise restrict the Pipeline's ability to perform in a manner at least as favorable (as determined by the Administrative Agent upon consultation with the Independent Engineer) as the assumptions set forth in the Base Case Projections.
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Burdensome Conditions means any condition or restriction which in the reasonable judgment of the party affected by the Burdensome Condition would so materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement Respecting an LLC that, had such condition or requirement been known, such party would not, in its reasonable judgment, have entered into the Agreement Respecting an LLC.
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Related to Burdensome Conditions

  • Burdensome Condition has the meaning set forth in Section 5.06(a).

  • Burdensome Restrictions means any consensual encumbrance or restriction of the type described in clause (a) or (b) of Section 6.10.

  • restrictive condition means any condition registered against the title deed of land restricting the use, development or subdivision of the land concerned:

  • Unsafe condition as used in this clause means the actual or potential exposure of contractor or Government employees to a hazardous material as defined in Federal Standard No. 313, and any revisions thereto during the term of this contract, or any other material or working condition designated by the Contracting Officer's Technical Representative (COTR) as potentially hazardous and requiring safety controls.

  • Licence Conditions means the licence terms and conditions contained in this document, as amended from time to time in accordance with this agreement.

  • Standard Conditions means the “International Bank for Reconstruction and Development and International Development Association Standard Conditions for Grant Financing Made by the Bank out of Trust Funds”, dated February 25, 2019.

  • Specified Conditions means, at any time of determination thereof, (a) no Incremental Term Loans in the form of an institutional term loan B facility have been issued and are outstanding pursuant to Section 2.20 of the Credit Agreement and (b) (i) the Company’s “corporate credit rating” from S&P (or such other term as S&P may from time to time use to describe the Company’s senior unsecured non-credit enhanced long term indebtedness, such rating, the “S&P Rating”) shall be at least BBB- (with a stable outlook) and the Company’s “corporate family rating” from Xxxxx’x (or such other term as Xxxxx’x may from time to time use to describe the Company’s senior unsecured non-credit enhanced long term indebtedness, such rating, the “Xxxxx’x Rating”) shall be at least Baa3 (with a stable outlook) or (ii) (x) the Company’s S&P Rating shall be at least BBB- (with a stable outlook) or the Company’s Xxxxx’x Rating shall be at least Baa3 (with a stable outlook) and (y) the Leverage Ratio is less than or equal to 2.50 to 1.00.

  • the Conditions means the standard terms and conditions set out in this document;

  • Litigation Conditions has the meaning set forth in Section 11.3.

  • Pre-Existing Conditions means, in respect of the Insured Person, any Sickness, Disease, Injury, physical, mental or medical condition or physiological degradation, including Congenital Condition, that has existed prior to the Policy Issuance Date or the Policy Effective Date, whichever is the earlier. An ordinary prudent person shall be reasonably aware of a Pre- existing Condition, where -

  • Restricted Payment Conditions is defined in Section 10.9.

  • Review Conditions means (i) the Delinquency Percentage for any Payment Date exceeds the Delinquency Trigger for that Payment Date and (ii) the Noteholders or Note Owners, as applicable, have voted, pursuant to Section 2.03(d) of the Receivables Purchase Agreement, to direct an Asset Representations Review of the Subject Receivables.

  • Step Down Conditions As of any Distribution Date on which any decrease in any Senior Prepayment Percentage may apply, (i) the outstanding Principal Balance of all Mortgage Loans 60 days or more Delinquent (including Mortgage Loans in REO and foreclosure), averaged over the preceding six month period, as a percentage of the aggregate of the Class Certificate Principal Balances of the Classes of Subordinate Certificates on such Distribution Date, does not equal or exceed 50% and (ii) cumulative Realized Losses with respect to all of the Mortgage Loans do not exceed: · for any Distribution Date on or after the seventh anniversary until the eighth anniversary of the first Distribution Date, 30% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, · for any Distribution Date on or after the eighth anniversary until the ninth anniversary of the first Distribution Date, 35% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, · for any Distribution Date on or after the ninth anniversary until the tenth anniversary of the first Distribution Date, 40% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, · for any Distribution Date on or after the tenth anniversary until the eleventh anniversary of the first Distribution Date, 45% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, and · for any Distribution Date on or after the eleventh anniversary of the first Distribution Date, 50% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date.

  • Minimum Condition has the meaning set forth in Annex I.

  • Payment Conditions means, at the time of determination with respect to a proposed payment to fund a Specified Transaction, that:

  • Refinancing Conditions the following conditions for Refinancing Debt: (a) it is in an aggregate principal amount that does not exceed the principal amount of the Debt being extended, renewed or refinanced; (b) it has a final maturity no sooner than, a weighted average life no less than, and an interest rate no greater than, the Debt being extended, renewed or refinanced; (c) it is subordinated to the Obligations at least to the same extent as the Debt being extended, renewed or refinanced; (d) the representations, covenants and defaults applicable to it are no less favorable to Borrowers than those applicable to the Debt being extended, renewed or refinanced; (e) no additional Lien is granted to secure it; (f) no additional Person is obligated on such Debt; and (g) upon giving effect to it, no Default or Event of Default exists.

  • Standard Listing Conditions has the meaning ascribed thereto in subsection 4(a)(iv);

  • Termination Conditions means, collectively, (a) the payment in full in cash of the Obligations (other than (i) contingent indemnification obligations not then due and (ii) Obligations under Secured Hedge Agreements and Secured Cash Management Agreements) and (b) the termination of the Commitments and the termination or expiration of all Letters of Credit under this Agreement (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized on terms reasonably acceptable to the applicable Issuing Bank, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank).

  • Funding Conditions With respect to any proposed Funding Date, the following conditions:

  • Regulatory Conditions means the conditions set out in paragraphs 3.3 to 3.5 (inclusive) of Part A of Appendix I to the Announcement;

  • Performance Conditions means specific levels of performance of the Company (and/or one or more members of the Company Group, divisions or operational and/or business units, product lines, brands, business segments, administrative departments, or any combination of the foregoing), which may be determined in accordance with GAAP or on a non-GAAP basis, including, without limitation, the following measures: (i) net earnings, net income (before or after taxes), or consolidated net income; (ii) basic or diluted earnings per share (before or after taxes); (iii) net revenue or net revenue growth; (iv) gross revenue or gross revenue growth, gross profit or gross profit growth; (v) net operating profit (before or after taxes); (vi) return measures (including, but not limited to, return on investment, assets, capital, employed capital, invested capital, equity, or sales); (vii) cash flow measures (including, but not limited to, operating cash flow, free cash flow, or cash flow return on capital), which may be but are not required to be measured on a per share basis; (viii) actual or adjusted earnings before or after interest, taxes, depreciation, and/or amortization (including EBIT and EBITDA); (ix) gross or net operating margins; (x) productivity ratios; (xi) share price (including, but not limited to, growth measures and total stockholder return); (xii) expense targets or cost reduction goals, general and administrative expense savings; (xiii) operating efficiency; (xiv) objective measures of customer/client satisfaction; (xv) working capital targets; (xvi) measures of economic value added or other ‘value creation’ metrics; (xvii) enterprise value; (xviii) sales; (xix) stockholder return; (xx) customer/client retention; (xxi) competitive market metrics; (xxii) employee retention; (xxiii) objective measures of personal targets, goals, or completion of projects (including, but not limited to, succession and hiring projects, completion of specific acquisitions, dispositions, reorganizations, or other corporate transactions or capital-raising transactions, expansions of specific business operations, and meeting divisional or project budgets); (xxiv) comparisons of continuing operations to other operations; (xxv) market share; (xxvi) cost of capital, debt leverage, year-end cash position or book value; (xxvii) strategic objectives; (xxviii) gross or net authorizations; (xxix) backlog; or (xxx) any combination of the foregoing. Any one or more of the aforementioned performance criteria may be stated as a percentage of another performance criteria, or used on an absolute or relative basis to measure the performance of one or more members of the Company Group as a whole or any divisions or operational and/or business units, product lines, brands, business segments, or administrative departments of the Company and/or one or more members of the Company Group or any combination thereof, as the Committee may deem appropriate, or any of the above performance criteria may be compared to the performance of a selected group of comparison companies, or a published or special index that the Committee, in its sole discretion, deems appropriate, or as compared to various stock market indices.

  • Environmental Approvals means any permit, license, approval, ruling, variance, exemption or other authorization required under applicable Environmental Laws.

  • Offer Conditions has the meaning set forth in Section 1.01(b).

  • Normal Operating Conditions means those Service conditions which are within the control of Grantee. Those conditions which are not within the control of Grantee include, but are not limited to, natural disasters, civil disturbances, power outages, telephone network outages, and severe or unusual weather conditions. Those conditions which are ordinarily within the control of Grantee include, but are not limited to, special promotions, pay-per-view events, rate increases, regular peak or seasonal demand periods, and maintenance or upgrade of the Cable System.

  • Closing Conditions shall include, but are not limited to, SI Securities determining in its sole discretion that at the time of a closing, the Minimum Offering has been met, the investment remains suitable for investors, investors have successfully passed ID, KYC, AML, OFAC, and suitability screening, and that Issuer has completed all actions required by it as communicated by SI Securities at the time of a closing.

  • Abnormal Market Conditions means conditions contrary to Normal Markets Conditions e.g. when there is low liquidity in the market or rapid price movements in the market or Price Gaps.