Closing Conditions Precedent definition

Closing Conditions Precedent means the conditions set out in Section 2.2 (Conditions Precedent to the Commercial Closing Date). CNG has the meaning set out in clause (A) of the Background to this PPA.
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Closing Conditions Precedent means the Seller’s Closing Conditions Precedent and the Purchaser’s Closing Conditions Precedent.
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Closing Conditions Precedent means the conditions specified in Schedule 4.
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Examples of Closing Conditions Precedent in a sentence

  • Notwithstanding anything to the contrary contained herein, if the Mutual Closing Conditions Precedent provided in Section 4.7 are not satisfied as of the Closing Date, then this Agreement shall automatically terminate and, except as otherwise expressly provided in this Agreement, no Party shall have any further liability or obligation to the other Party hereunder.

  • If all of the Purchaser Closing Conditions Precedent and all of Seller’s Closing Conditions Precedent are satisfied or waived in writing in accordance with the terms and conditions of this Agreement, Seller shall sell and transfer ProjectCo Interests to Purchaser, and Purchaser shall purchase and accept ProjectCo Interests from Seller, for the Purchase Price on the Closing Date, free and clear of all Liens, except for Permitted Liens.

  • Purchaser’s obligation to consummate the Closing and the Transactions is subject to the satisfaction, or waiver in writing by Purchaser in its sole discretion, of each of the Purchaser Closing Conditions Precedent, and Seller’s obligation to consummate the Closing and the Transactions is subject to the satisfaction, or waiver in writing by Seller in its sole discretion, of each of Seller’s Closing Conditions Precedent.

  • Provided all of Purchaser’s Closing Conditions Precedent are satisfied or waived, the Purchase Price, plus or minus prorations and other adjustments provided herein, if any, by wire transfer of immediately available funds, to be received in Title Company’s trust account on or before 2:00 p.m. Central Daylight Time on the Closing Date.

  • For the avoidance of doubt, the right of Seller to the Break-up Fee hereunder is absolute and is not subject to, dependent or conditional on any negligence, delay, breach, misfeasance, nonfeasance or any condition attributable to or misconduct on the part of the Buyer, unless the non-satisfaction of any of the First Closing Conditions Precedent results from any action, act or omission attributable to the Seller.

  • The obligation of the Parties to perform the Second Closing is subject to the satisfaction of the First Closing Conditions Precedent and, in addition, to the following condition precedent: the acquisition by the Seller of the full ownership of 100% of the share capital of Towers Zweite (this last condition, the “German Condition Precedent”).

  • Each of the Parties agree to use their best endeavours to ensure that the First Closing Conditions Precedent are satisfied as soon as practicable after the date of this Agreement and, in any event, prior to the Long Stop Date.

  • The Parties acknowledge that the Long Stop Date may be extended once for an additional term of nine months in order to satisfy the First Closing Conditions Precedent at the sole discretion of either the Seller or the Buyer (such later date the “Extended Long Stop Date”).

  • The Buyer shall be entitled to waive the First Closing Conditions Precedent, in total or in part, at its discretion, to the extent permitted by applicable law.

  • Upon satisfaction of all Purchaser Closing Conditions Precedent, Purchaser will have sufficient cash on hand or other sources of, or access to, immediately available funds to enable it to pay the Contract Price , including making the Final Completion Payment and consummating the Transactions.


More Definitions of Closing Conditions Precedent

Closing Conditions Precedent means, collectively, the conditions precedent set forth in sections 4.2 through 4.5.
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Closing Conditions Precedent shall have the meaning provided in Clause 4.1;
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Related to Closing Conditions Precedent

  • Conditions Precedent shall have the meaning set forth in Clause 4.2.

  • 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.

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

  • Closing Checklist means the schedule, including all appendices, exhibits or schedules thereto, listing certain documents and information to be delivered in connection with the Agreement, the other Loan Documents and the transactions contemplated thereunder, substantially in the form attached hereto as Annex D.

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • 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.

  • Amendment Closing Date means the first date that all the conditions precedent set forth in this Amendment are satisfied or waived in accordance herewith.

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • 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.

  • Third Amendment Closing Date has the meaning assigned to such term in the Third Amendment.

  • First Amendment Closing Date has the meaning assigned to such term in the First Amendment.

  • 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).

  • Special Conditions means Special Conditions of Contract, which override the General Conditions, also referred to as SCC.

  • Condition Satisfaction Date shall have the meaning set forth in Section 7.2.

  • Closing Notice Has the meaning specified in the NPA. Company: Has the meaning specified in the first paragraph of this Trust Supplement.

  • Second Closing has the meaning set forth in Section 2.2.

  • Qualifying condition means a condition described in Section 26-61a-104.

  • Second Amendment Closing Date has the meaning assigned to such term in the Second Amendment.

  • Additional Closing has the meaning set forth in Section 2.3.

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Placement Agent, the Company and the Escrow Agent pursuant to which the Investors shall deposit their Investment Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder, in the form of Exhibit B hereto.

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

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Second Closing Date means the date of the Second Closing.

  • Special Conditions of Contract means the pages completed by the Procuring Entity entitled Special Conditions of Contract which constitute Part A of the Special Conditions.

  • 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.

  • Release Conditions mean the following conditions: (i) Company has received the Executive’s executed Release and (ii) any rescission period applicable to the Executive’s executed Release has expired.