Transaction Conditions Precedent definition

Transaction Conditions Precedent shall have the meaning specified in Section 3(b) of this Agreement.
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Transaction Conditions Precedent means, with respect to each proposed Transaction,
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Transaction Conditions Precedent shall have the meaning specified in Section 3(e) of this Annex I.
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Examples of Transaction Conditions Precedent in a sentence

  • Within five (5) Business Days of Seller’s delivery of the documents and materials contemplated in this Section 3(c), Buyer shall, in its sole good faith discretion, either: (A) notify Seller that Buyer has not approved the New Asset or (B) notify Seller that Buyer agrees to purchase the New Asset, subject to satisfaction (or waiver by Buyer) of the Transaction Conditions Precedent (a “Final Approval”) set forth in Section 3(e) below.

  • MTN Shareholders are hereby advised that all of the Transaction Conditions Precedent, as set out in the Circular, and all outstanding conditions under the Finance Documents, have been met and as a result the final implementation of the 2016 MTN BEE Transaction has commenced, with closing expected to occur on 23 and 24 November 2016.

  • Any waiver of a Transaction Conditions Precedent by Buyer (whether temporary or permanent) and the terms thereof will be reflected in the related Confirmation.

  • No Transaction shall be entered into if (i) any Default or Event of Default exists or would exist as a result of such Transaction, (ii) the Purchase Date would be after the end of the Availability Period, (iii) after giving effect to such Transaction, the aggregate Purchase Price of all Purchased Assets subject to Transactions then outstanding would exceed the Facility Amount or (iv) any Transaction Conditions Precedent have not been satisfied or waived by Buyer.

  • Upon written request by Seller and upon Purchaser agreeing to enter into the Transaction, provided each of the Transaction Conditions Precedent or, as applicable, the Substitute Transaction Conditions Precedent specified below in Article 3(m) shall have been satisfied (or waived by Purchaser), Purchaser shall promptly deliver to Seller a written confirmation in the form of Exhibit I attached hereto of each Transaction (a “Confirmation”).

  • The Proposed Transaction and Scheme will be subject to the conditions precedent set out in paragraphs 4.2 ("Proposed Transaction Offer Conditions") and 5 ("the Scheme Conditions") (collectively, "the Proposed Transaction Conditions Precedent").

  • On each Subsequent Purchase Date, which shall be no less than two (2) Business Days following the date upon which the Confirmation is fully executed by the Buyer and Seller in accordance with Exhibit VII attached hereto, provided each of the Transaction Conditions Precedent shall have been satisfied (or waived by the Buyer), the Buyer shall transfer to the account of Seller all or the portion of the Contingent Purchase Price requested in such Confirmation.

  • For the avoidance of doubt, Buyer shall not be obligated to purchase any New Asset notwithstanding a Confirmation executed by Xxxxx and Seller unless and until all Transaction Conditions Precedent have been satisfied or waived by Xxxxx.

  • The applicable Seller shall certify in the Confirmation that all Transaction Conditions Precedent to the related Transaction as specified in this Section 3(d) have been met other than those waived by Buyer as reflected on the related Confirmation.

  • For the avoidance of doubt, Buyer shall not be obligated to purchase an asset notwithstanding a Confirmation executed by Buyer and Seller unless and until all Transaction Conditions Precedent have been satisfied or waived by Buyer.


More Definitions of Transaction Conditions Precedent

Transaction Conditions Precedent shall have the meaning specified in Section 2.2 of this Agreement.
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Transaction Conditions Precedent shall have the meaning specified in Section 3(e). “Transaction Costs” shall have the meaning specified in Section 19(b).
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Transaction Conditions Precedent shall have the meaning assigned to such term in the Fee Letter.
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Transaction Conditions Precedent shall have the meaning specified in Section 3(f) of this Agreement. “Transaction Costs” shall have the meaning specified in Section 20(b) of this Agreement. “Transaction Documents” shall mean, collectively, this Agreement, the Blocked Account Agreement, the Custodial Agreement, the Fee Letter, the Guaranty, the Pledge and Security Agreement, the Servicing Agreement and Servicer Acknowledgment, the Power of Attorney to Buyer, the Power of Attorney to Seller, all Confirmations executed pursuant to this Agreement in connection with specific Transactions and all other documents executed in connection herewith and therewith. “Transfer” shall mean, with respect to any Person, any sale or other whole or partial conveyance of all or any portion of such Person’s assets, or any direct or indirect interest therein to a third party (other than in connection with the transfer of a Purchased Asset to Buyer in accordance herewith), including the granting of any purchase options, rights of first refusal, rights of first offer or similar rights in respect of any portion of such assets or the subjecting of any portion of such assets to restrictions on transfer. “Transfer Documents” shall mean, with respect to any Purchased Asset, all applicable Purchased Asset Documents necessary to transfer all of Seller’s right, title and interest in such Purchased Asset to Buyer in accordance with the terms of this Agreement. “Trust Receipt” shall mean a trust receipt issued by Custodian, or, in the case of a Table Funded Purchased Asset, Bailee, to Buyer substantially in the form required under the Custodial Agreement or the Bailee Agreement. “UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State of New York; provided that if, by reason of mandatory provisions of law, the perfection or the effect of perfection or non-perfection of any security interest is governed by the Uniform Commercial Code as in effect in a jurisdiction other than New York, with respect to perfection or the effect of perfection or non-perfection, “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction
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Related to Transaction Conditions Precedent

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

  • 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.

  • 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).

  • 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.

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

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

  • 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.

  • Extension Conditions Defined in Section 3.06(a).

  • Senior Step Down Conditions As of the first Distribution Date as to which any decrease in the Senior Prepayment Percentage applies, (i) the outstanding principal balance of all Mortgage Loans delinquent 60 days or more (including Mortgage Loans in foreclosure, REO Property and Mortgage Loans the mortgagors of which are in bankruptcy) (averaged over the preceding six month period), as a percentage of the aggregate Class Certificate Balance of the Subordinated Certificates on such Distribution Date, does not equal or exceed 50% and (ii) cumulative Realized Losses with respect to the Mortgage Loans do not exceed (a) commencing with the Distribution Date on the fifth anniversary of the first Distribution Date, 30% of the Original Subordinate Principal Balance, (b) commencing with the Distribution Date on the sixth anniversary of the first Distribution Date, 35% of the Original Subordinate Principal Balance, (c) commencing with the Distribution Date on the seventh anniversary of the first Distribution Date, 40% of the Original Subordinate Principal Balance, (d) commencing with the Distribution Date on the eighth anniversary of the first Distribution Date, 45% of the Original Subordinate Principal Balance, and (e) commencing with the Distribution Date on the ninth anniversary of the first Distribution Date, 50% of the Original Subordinate Principal Balance.

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

  • 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.

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

  • Mortgage Conditions means the mortgage conditions booklet reference MORT 0154 MAY 13 HF;

  • Transaction Confirmation means a document, similar to the form of Exhibit A, setting forth the terms of a transaction formed pursuant to Section 1 for a particular Delivery Period.

  • 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.

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

  • 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.

  • Redemption Conditions means, with respect to any payment of cash in respect of the principal amount of any Permitted Convertible Debt, satisfaction of each of the following events: (a) no Default or Event of Default shall exist or result therefrom, and (b) both immediately before and at all times after such redemption, Borrower’s Qualified Cash shall be no less than the sum of 150% of the outstanding Secured Obligations plus the Qualified Cash A/P Amount.

  • Limited Condition Acquisition Agreement means, with respect to any Limited Condition Acquisition, the definitive acquisition documentation in respect thereof.

  • Satisfied means paid-in-full.

  • Limited Condition Acquisition means any acquisition, including by way of merger, by the Borrower or one or more of its Restricted Subsidiaries permitted pursuant to this Agreement whose consummation is not conditioned upon the availability of, or on obtaining, third party financing.

  • Satisfaction Date has the meaning set forth in Section 2.6.

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

  • Early Termination Conditions means the types of conditions listed in Schedule A.

  • 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.

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