Sellers’ Conditions to Closing definition

Sellers’ Conditions to Closing has the meaning set forth in Section 5.2;
Sample 1

Examples of Sellers’ Conditions to Closing in a sentence

  • Indebtedness 38 ARTICLE VII CLOSING CONDITIONS 38 Section 7.1. The Buyer’s Conditions to Closing 38 Section 7.2. The Sellers’ Conditions to Closing 39 ARTICLE VIII TERMINATION 40 Section 8.1. Grounds for Termination 40 Section 8.2. Effect of Termination 42 Section 8.3. Termination Fee 42 ARTICLE IX INDEMNIFICATION.

  • If the Closing fails to occur on or prior to the Closing Date because a Sellers’ Condition to Closing is not satisfied, the Sellers shall by written notice either (a) waive all the unsatisfied Sellers’ Conditions to Closing and proceed with the Closing, or (b) terminate the Sale and Purchase Agreement, subject to any applicable notice and cure provision therein.

  • The Sellers’ Conditions to Closing (i) the Purchaser’s representations and warranties set forth in the Sale and Purchase Agreement are materially true, complete and correct on and as of Closing; (ii) the Purchaser has materially performed all of its obligations to be performed by it on or before Closing; and (iii) the Purchaser shall have delivered, or caused to be delivered, the Purchaser’s Closing deliveries as described in the Sale and Purchase Agreement.

Related to Sellers’ Conditions to Closing

  • 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.

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

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

  • Seller’s Closing Documents as defined in Section 3.2(a).

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

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

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

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

  • Closing Location means the location that all Proposals for this RFP will be accepted at.

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

  • 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).

  • 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.

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

  • Third Closing shall have the meaning ascribed to such term in Section 2.1(c).

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

  • Put Closing shall have the meaning set forth in Section 2.3.8.

  • 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.

  • Escrow Release Conditions means, collectively, the conditions set forth in Section 4.3.

  • Conditions means these terms and conditions;

  • First Closing has the meaning set forth in Section 2.1(a).

  • Seller’s Counsel has the meaning set forth in Section 10.13(a).

  • 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.

  • Put Closing Date shall have the meaning set forth in Section 2.3.8.

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.

  • Seller’s Notice has the meaning set forth in Section 8.5(a).