Unreasonable Condition definition

Unreasonable Condition means any modification, divestiture, restriction or condition imposed in connection with obtaining the Requisite Regulatory Approvals that (i) would be so material and adverse with respect to the benefits to the Purchaser or the Company Entities of the Purchase and Assumption that the Purchaser or the Company Entities would not have entered into this Agreement under substantially similar economic terms had the Purchaser or Company Entities known that such modification, divestiture, restriction or condition would be imposed or (ii) any condition described in Schedule 1.1 of the Company Entities’ Disclosure Schedule.
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Unreasonable Condition means any modification, divestiture, restriction or condition imposed in connection with obtaining the Requisite Regulatory Approvals that would be so material and adverse with respect to the economic benefits to the Purchaser or the Sellers of the Purchase and Assumption that the Purchaser or the Sellers would not have entered into this Agreement under substantially similar economic terms had the Purchaser or Sellers known that such modification, divestiture, restriction or condition would be imposed.
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Unreasonable Condition means any modification, divestiture, restriction or condition imposed in connection with obtaining any approval, registration, permit, consent or other authorization required to be received from an applicable Governmental Authority in order to satisfy the conditions set forth in Article IX that would result in loss of benefits or costs to one or both Parties that are significant in amount.
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Examples of Unreasonable Condition in a sentence

  • To the Knowledge of Purchaser, there are no facts, events, circumstances or conditions relating to Purchaser or any of its Affiliates now in existence or reasonably likely to exist prior to the Closing, which facts, events, circumstances or conditions could reasonably be expected to result in the imposition of an Unreasonable Condition by any applicable Governmental Authority.

  • No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any judgment, order, injunction, rule or decree or taken any other action that individually or in the aggregate constitutes an Unreasonable Condition (whether temporary, preliminary or permanent).

  • Concerns with the GST that the real estate industry is dealing with include the GST on Land Development Rights, the Higher Rate of GST on Cement, the Unreasonable Condition of 80%, the GST on FSI fees paid to Municipal Corporations/ Governments, the GST on construction activity under the Textile Park Scheme, the Burden of Matching Concept on Builders, the Non-Availability of Input Tax Credit, and a number of other issues:1) Issue: Land Development Rights shouldn't be subject to GST.

  • To the Knowledge of Circuit City, FNANB or DCFI, there are no facts, events, circumstances or conditions relating to such Parties or any of their Affiliates now in existence or reasonably likely to exist prior to the Closing, which facts, events, circumstances or conditions could reasonably be expected to result in the imposition of an Unreasonable Condition.

  • To the Knowledge of Sellers, there are no facts, events, circumstances or conditions relating to Sears or any of its Affiliates now in existence or reasonably likely to exist prior to the Closing, which facts, events, circumstances or conditions could reasonably be expected to result in the imposition of an Unreasonable Condition by any Applicable Governmental Authority.

  • Imbroscio, An Unreasonable Condition: Targets Seeking Leniency Are Increas- ingly Asked to Withdraw from Joint Defense Agree- ments, 22 LEGAL TIMES 527, col.

  • To the Knowledge of Circuit City, FNANB or Tyler Funding, there are no facts, events, circumstances or conditions relating to such Parties or any of their Affiliates now in existence or reasonably likely to exist prior to the Closing, which facts, events, circumstances or conditions could reasonably be expected to result in the imposition of an Unreasonable Condition by any applicable Governmental Authority.

  • To the Knowledge of Purchaser, there are no facts, events, circumstances or conditions relating to Purchaser or any of its Affiliates now in existence or reasonably likely to exist prior to the Closing, which facts, events, circumstances or conditions could reasonably be expected to result in the imposition of an Unreasonable Condition by any Applicable Governmental Authority.


More Definitions of Unreasonable Condition

Unreasonable Condition has the meaning ascribed thereto under Section 5.9(h);
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Unreasonable Condition means any modification, divestiture, restriction or condition imposed in connection with obtaining any approval, registration, permit, consent or other authorization required to be received from an Applicable Governmental Authority in order to satisfy the conditions set forth in Article VII that (i) would be reasonably expected to have a Purchaser Material Adverse Effect (except that for purposes of this definition only, Purchaser Material Adverse Effect shall be measured based upon the effect on the credit card business of Purchaser and its Affiliates, after giving effect to the transactions contemplated in this Agreement and the Related Agreements), or (ii) would result in Purchaser and its Affiliates being deprived after Closing of substantially all of the economic value expected to be obtained by Purchaser and its Affiliates from the assets to be acquired and the transactions contemplated by this Agreement and the Related Agreements.
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Unreasonable Condition means any restriction or requirement imposed by a Governmental Authority to:
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Unreasonable Condition means a condition subject to which a Planning Permission is issued or (as the case may be) a provision in a Planning Agreement which has the effect of:-
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Related to Unreasonable Condition

  • fair and reasonable conditions means appropriate conditions, including possible financial terms or royalty-free conditions, taking into account the specific circumstances of the request for access, for example the actual or potential value of the results or background to which access is requested and/or the scope, duration or other characteristics of the exploitation envisaged;

  • 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.

  • Unreasonably impracticable means that the measures necessary to comply with the regulations require such a high investment of risk, money, time, or any other resource or asset that the operation of a marijuana establishment is not worthy of being carried out in practice by a reasonably prudent businessperson.

  • Acute condition means that the individual is medically unstable. Such an individual requires frequent monitoring by medical professionals, such as physicians and registered nurses, in order to maintain his or her health status.

  • Unreasonable adverse effects on the environment means any unreasonable risk to humans or the environment, taking into account the economic, social, and environmental costs and benefits of the use of any pesticide.

  • 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.

  • Rating Condition has the meaning specified in Section 2.06(c)(ii).

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

  • Release Condition means the following:

  • Abnormal Condition means any condition on the Interconnection Facilities which, determined in accordance with Good Utility Practice, is: (i) outside normal operating parameters such that facilities are operating outside their normal ratings or that reasonable operating limits have been exceeded; and (ii) could reasonably be expected to materially and adversely affect the safe and reliable operation of the Interconnection Facilities; but which, in any case, could reasonably be expected to result in an Emergency Condition. Any condition or situation that results from lack of sufficient generating capacity to meet load requirements or that results solely from economic conditions shall not, standing alone, constitute an Abnormal Condition.

  • Burdensome Condition has the meaning set forth in Section 5.06(a).

  • 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.

  • Reasonable Commercial Efforts means, with respect to the applicable obligation of the Company, reasonable commercial efforts for similarly situated, publicly-traded companies.

  • 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.

  • 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.

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

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

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

  • Substantial disruption means without limitation that any one or more of the following occur as a result of the bullying:

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

  • Acceptance Condition means the acceptance condition to any Offer;

  • Hazardous financial condition means that, based on its present or reasonably anticipated financial condition, a risk retention group, although not yet financially impaired or insolvent, is unlikely to be able:

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

  • Lowest Adjacent Grade (LAG means the elevation of the ground, sidewalk or patio slab immediately next to the building, or deck support, after completion of the building.

  • 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.

  • 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.