Seller Condition definition

Seller Condition has the meaning given to it in Clause ‎8.6;
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Seller Condition has the meaning given in clause 3.1;
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Seller Condition shall have the meaning ascribed to it in Section 4.242(a) of this Agreement.
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Examples of Seller Condition in a sentence

  • Control over a VIE under US GAAP occurs when a reporting entity is the primary beneficiary and has both (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (2) the economic right to returns that could potentially be significant to the VIE.

  • If any of the Seller Conditions in items (d) through (g) has not been satisfied by the Closing Date, then Seller may, as Seller’s sole and exclusive remedy, either (1) terminate this Agreement and the Other Purchase and Sale Agreements, except the provisions hereof and thereof which expressly survive termination, and the Exxxxxx Money shall be returned to Purchaser, or (2) proceed to Closing, in which case such Seller Condition shall be deemed to be waived for all purposes.

  • If a bid is accepted which exceeds any other bid by more than twenty (20) percent, the Board must provide a written justification for its action to the next annual meeting.

  • If any of the Seller Conditions in items (a), (b) or (c) has not been satisfied by the Closing Date, then Seller may, as Seller’s sole and exclusive remedy, either (1) terminate this Agreement and the Other Purchase and Sale Agreements, except the provisions hereof and thereof which expressly survive termination, and the Exxxxxx Money shall be paid to Seller, or (2) proceed to Closing, in which case such Seller Condition shall be deemed to be waived for all purposes.

  • If any of the Seller Conditions or Purchaser Condition is not fulfilled or delivered in time for the Closing, the Closing shall be moved to such date that is three business days after the last Purchaser Condition and/or Seller Condition has been fulfilled or delivered in the sole discretion of Purchaser.

  • If any of the Seller Conditions in items (a), (b) or (c) has not been satisfied by the Closing Date, then Seller may, as Seller’s sole and exclusive remedy, either (1) terminate this Agreement and the other Purchase and Sale Agreements, except the provisions hereof and thereof which expressly survive termination, and the Exxxxxx Money shall be paid to Seller, or (2) proceed to Closing, in which case such Seller Condition shall be deemed to be waived for all purposes.

  • All other items required to be delivered or received as a Seller Condition Precedent or as a Buyer Condition Precedent will have been delivered to or received by Seller or Buyer, as appropriate, unless waived.

  • In the event of the failure of a Seller Condition Precedent at Closing (subject to any extension rights expressly set forth in this Agreement), Seller may elect, in its sole discretion, to terminate this Agreement.

  • Seller shall be the beneficiary of the Seller Conditions (other than Sections 2.1(g), 2.1(j) and 2.1(k)) and in order for a waiver of non-satisfaction of any Seller Condition to be effective, Seller alone must waive (exercisable in its sole discretion) non- satisfaction in writing by the Effective Date Deadline.

  • If a Seller Condition to Close is not approved or waived prior to the Closing Date, Seller may terminate this Agreement.

Related to Seller Condition

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

  • OTHER CONDITIONS Any subsequent contracts shall supersede the provisions of this contract. PARTIES: The Fort Xxxxx School District 100, Party of the First Part, and XXXXXXX X XXXXXXX Party of the Second Part, agree as follows:

  • Nonconforming zoning condition means a physical improvement on a property that does not conform with current zoning standards.

  • Minimum Tender Condition shall have the meaning provided in Section 2.15(b).

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

  • Maximum Tender Condition has the meaning specified in Section 2.17(b).

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

  • 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.

  • 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.

  • Business Condition means the financial condition, business, assets, liabilities and operations of a Person.

  • 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.

  • Specified Condition means, with respect to a party, any event specified as such for that party in Paragraph 13.

  • 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.

  • Conditions means these terms and conditions;

  • Terminal condition means an incurable condition caused by injury, disease, or illness that according to reasonable medical judgment will produce death within six months, even with available life-sustaining treatment provided in accordance with the prevailing standard of medical care.

  • 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.

  • Emergency Condition means a condition or situation: (1) that in the judgment of the Party making the claim is imminently likely to endanger life or property; or (2) that, in the case of the NYISO or Connecting Transmission Owner, is imminently likely (as determined in a non-discriminatory manner) to cause a material adverse effect on the security of, or damage to the New York State Transmission System or Distribution System, the Connecting Transmission Owner’s Interconnection Facilities or the electric systems of others to which the New York State Transmission System or Distribution System is directly connected; or (3) that, in the case of the Interconnection Customer, is imminently likely (as determined in a non-discriminatory manner) to cause a material adverse effect on the security of, or damage to, the Small Generating Facility or the Interconnection Customer’s Interconnection Facilities. Under Emergency Conditions, the NYISO or Connecting Transmission Owner may immediately suspend interconnection service and temporarily disconnect the Small Generating Facility. The NYISO or Connecting Transmission Owner shall notify the Interconnection Customer promptly when it becomes aware of an Emergency Condition that may reasonably be expected to affect the Interconnection Customer’s operation of the Small Generating Facility. The Interconnection Customer shall notify the NYISO and Connecting Transmission Owner promptly when it becomes aware of an Emergency Condition that may reasonably be expected to affect the New York State Transmission System or Distribution System or any Affected Systems. To the extent information is known, the notification shall describe the Emergency Condition, the extent of the damage or deficiency, the expected effect on the operation of each Party’s facilities and operations, its anticipated duration, and the necessary corrective action.

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

  • Pre commencement condition means a condition imposed on the grant of permission which must be complied with: before any building/ other operation/ or use of the land comprised in the development is begun.

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

  • Payment Condition shall be deemed to be satisfied in connection with a Restricted Payment, Restricted Debt Payment, investment or Permitted Acquisition if:

  • Product Conditions means these product terms and conditions. These Product Conditions apply to each series of cash settled Warrants over single equities;

  • 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).

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

  • Environmental Condition means any condition or circumstance, including the presence of Hazardous Substances which does or would (i) require assessment, investigation, abatement, correction, removal or remediation under any Environmental Law, (ii) give rise to any civil or criminal Liability under any Environmental Law, (iii) create or constitute a public or private nuisance or (iv) constitute a violation of or non-compliance with any Environmental Law.

  • 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.