Frustration of Closing Conditions definition

Frustration of Closing Conditions. All conditions to the Closing shall be deemed to have been satisfied or waived from and after the Closing; provided, however, that no breach or violation of the conditions to the Closing or the Deferred Closing, if applicable, shall be deemed to have occurred as a result of the Miraclon Closing. None of Purchaser or Seller may rely as a basis for terminating this Agreement on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by (i) in the case of Purchaser, Purchaser’s, and, (ii) in the case of Seller, Seller’s, failure to use its commercially reasonable efforts to cause the Closing to occur, as required by Section 5.3.”
Sample 1

Examples of Frustration of Closing Conditions in a sentence

  • CONDITIONS TO CLOSING 41 9.1 Conditions Precedent to Obligations of Purchaser 41 9.2 Conditions Precedent to Obligations of Seller 42 9.3 Frustration of Closing Conditions 43 Article 10.

  • Section 7.1 Conditions Precedent to Obligations of Parent 60 Section 7.2 Conditions Precedent to Obligations of the Company 61 Section 7.3 Frustration of Closing Conditions 62 Article VIII.

  • Frustration of Closing Conditions 54 ARTICLE VIII TERMINATION 55 Section 8.01.

  • Conditions Precedent to Closing Section 6.1 Conditions Precedent to the Parties’ Obligations 18 Section 6.2 Conditions Precedent to Buyer’s Obligations 18 Section 6.3 Conditions Precedent to Seller’s Obligations 19 Section 6.4 Frustration of Closing Conditions 20 ARTICLE 7.

  • Frustration of Closing Conditions 54 ARTICLE VIII Termination, Amendment and Waiver SECTION 8.01.

  • Frustration of Closing Conditions 86 ARTICLE IX Indemnification Section 9.01.

  • Section 6.1 Conditions to Each Party’s Obligation to Effect the Mergers 75 Section 6.2 Conditions to Obligation of the Partnership to Effect the Mergers 76 Section 6.3 Conditions to Obligation of Parent to Effect the Mergers 77 Section 6.4 Frustration of Closing Conditions 78 ARTICLE VII.

  • Frustration of Closing Conditions 62 ARTICLE VIII Termination, Amendment and Waiver SECTION 8.01.

  • Section 6.1 Conditions to Each Party’s Obligation to Effect the Merger 66 Section 6.2 Conditions to Obligation of the Company to Effect the Merger 67 Section 6.3 Conditions to Obligation of Parent to Effect the Merger 68 Section 6.4 Frustration of Closing Conditions 68 ARTICLE VII.

  • CONDITIONS TO CLOSING 76 Section 8.1 Mutual Conditions 76 Section 8.2 Conditions to Obligations of the GE Entities 78 Section 8.3 Conditions to SES’s Obligations 80 Section 8.4 Frustration of Closing Conditions 80 ARTICLE 9.

Related to Frustration of Closing Conditions

  • 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:

  • 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.

  • Conditions means these terms and conditions;

  • 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 -

  • Business Condition means the current business, financial condition, results of operations and assets of a corporate entity.

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

  • Limited Condition Transaction means any Acquisition Transaction or any other acquisition or Investment permitted by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining, third party financing.

  • Vesting Conditions means those conditions established in accordance with Section 8.4 or Section 10.2 of the Plan prior to the satisfaction of which shares subject to a Restricted Stock Award or Restricted Stock Unit Award, respectively, remain subject to forfeiture or a repurchase option in favor of the Company upon the Participant’s termination of Service.

  • Specific Conditions means the conditions in addition or in variation to the general conditions which the Commission may lay down specifically for a distribution licensee;

  • 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.

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

  • Pre-Existing Condition means an illness, disease, or other condition during the 180 day period immediately prior to the Effective Date of Your coverage for which You or Your Traveling Companion, Business Partner or Family Member: 1) received or received a recommendation for a test, examination, or medical treatment; or 2) took or received a prescription for drugs or medicine. Item (2) of this definition does not apply to a condition which is treated or controlled solely through the taking of prescription drugs or medicine and remains treated or controlled without any adjustment or change in the required prescription throughout the 180 day period before Your coverage is effective under this policy.

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

  • Conditions of Use means Conditions 1 to 10 and the Schedules and Appendices of this document.

  • Environmental Conditions means any conditions of the environment, including, without limitation, the work place, the ocean, natural resources (including flora or fauna), soil, surface water, ground water, any actual or potential drinking water supply sources, substrata or the ambient air, relating to or arising out of, or caused by the use, handling, storage, treatment, recycling, generation, transportation, Release or threatened Release or other management or mismanagement of Regulated Substances resulting from the use of, or operations on, the Property.

  • Conditions of Sale means the Conditions of Sale set out in Part 3 of this TenderDocument;

  • Conditions of Approval means condition(s) imposed by the Municipality in the approval of a land development application, including any conditions contained in the annexure(s) and/or plans and/or attachment(s) that form part of the approval and/or are referred to in the approval of the land development application;

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

  • General Conditions means the “International Development Association General Conditions for Credits and Grants”, dated July 1, 2005 (as amended through October 15, 2006).

  • Purchaser’s Warranties means the warranties of the Purchaser set out in Clause 6.2 and Schedule 2;

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

  • RMB Non-Transferability means the occurrence of any event that makes it impossible for the Issuer to deliver RMB between accounts inside Hong Kong or from an account inside Hong Kong to an account outside Hong Kong (including where the RMB clearing and settlement system for participating banks in Hong Kong is disrupted or suspended), other than where such impossibility is due solely to the failure of the Issuer to comply with any law, rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation is enacted after the Issue Date of the first Tranche of the relevant Series and it is impossible for the Issuer due to an event beyond its control, to comply with such law, rule or regulation);