Conditions Precedent Termination Sample Clauses

Conditions Precedent Termination. A. Notwithstanding anything in this Agreement to the contrary, the right of the Grantee to exercise the Refusal Right and consummate any purchase pursuant thereto is contingent on each of the following being true and correct at the time of exercise of the Refusal Right and any purchase pursuant thereto: (i) the Grantee or its assignee shall be a “qualified nonprofit organization” as defined in Section 42(h)(5)(C) of the Code or another qualified purchaser described in Section 42(i)(7)(A) of the Code (collectively, each, a “Qualified Beneficiary”); and (ii) the Project continues to be a “qualified low-income housing project” within the meaning of Section 42 of the Code. B. This Agreement shall automatically terminate upon the occurrence of any of the following events and, if terminated, shall not be reinstated unless such reinstatement is agreed to in a writing signed by the Grantee and each of the Consenting Members: (i) the transfer of the Property to a lender in total or partial satisfaction of any loan; or (ii) any transfer or attempted transfer of all or any part of the Refusal Right by the Grantee, whether by operation of law or otherwise, except as otherwise permitted under Section 7 of this Agreement; or (iii) the Project ceases to be a “qualified low-income housing project” within the meaning of Section 42 of the Code, or (iv) the Grantee fails to deliver its Election Notice or consummate the purchase of the Property within the timeframes set forth in Section 2 above.

Conditions Precedent Termination. 2.1 This Amendment shall become effective only on the date (the "PPA Amendment Effective Date") when each of the conditions set forth in Schedule 1 have been satisfied or waived and the Parties have executed and delivered to each other a "Certificate of Effectiveness" in the form of Exhibit A to that effect ("CP Satisfaction"). Upon CP Satisfaction, the amendments to the Original PPA set forth herein will be deemed to have been effective as of January 1, 2002; however, the Binding Term Sheet (only while it remains in effect), together with the Original PPA, shall govern the relationship of the Parties and their duties, rights and obligations from and after January 1, 2002 until the PPA Amendment Effective Date. After the PPA Amendment Effective Date, the Binding Term Sheet shall be of no further force and effect. Upon the execution and delivery by both Parties of the Certificate of Effectiveness, the other matters set forth in this Amendment will also be deemed to have been effective as of January 1, 2002, unless otherwise specified. 2.2 If CP Satisfaction has not occurred within 180 Days of the date hereof (as indicated in the Preamble), then this Amendment can be terminated by either Party by giving thirty (30) days' written notice of such termination to the other Party; provided that the Parties may by mutual agreement extend the termination date for such period or periods as they may mutually determine. Upon termination of this Amendment, the Parties shall have no rights, liabilities or obligations hereunder, the Parties will revert back to the terms and conditions of the Original PPA, which shall remain unchanged and in full force and effect, and the Parties shall retain all rights and remedies under the Original PPA.

Conditions Precedent Termination. 44 5.1. Conditions Precedent to Obligations of Buyers................................................ 44 5.2. Conditions Precedent to Obligations of Sellers............................................... 46 5.3. Termination.................................................................................. 47

Conditions Precedent Termination. Anti-trust and Foreign Investment 3.1 Completion is conditional upon the Competition Conditions and the Foreign Investment Conditions. 3.2 The Purchaser shall use all reasonable efforts to procure satisfaction of the Competition Conditions and Foreign Investment Conditions promptly after Effective Date and in any event on or before the Long Stop Date. Such reasonable efforts shall include the Purchaser taking, as promptly as practicable, all steps necessary, proper or advisable to obtain the consents, approvals or actions required in order to satisfy the Competition Conditions and Foreign Investment Conditions including (to the extent such filings have not been made prior to the Effective Date) using all reasonable efforts to make any appropriate filing or filings (with the co-operation of the Seller) in all jurisdictions which are the subject of a Competition Condition or Foreign Investment Condition as soon as reasonably practicable after the Effective Date. In addition, the Purchaser shall: A. notify the Seller (or advisers nominated by the Seller), and provide copies to the Seller (or to advisers nominated by the Seller), of any material communications (whether written or oral) from any Governmental Authority in relation to obtaining any such consent, approval or action; B. provide the Seller (or advisers nominated by the Seller) with draft copies of all submissions and material communications intended to be sent to Governmental Authorities at such time as will allow the Seller a reasonable opportunity to provide comments on such submissions and communications before they are submitted or sent, take into account any reasonable comments received from the Seller, and provide the Seller (or such nominated advisers) with copies of all such submissions and communications in the form submitted or sent, provided that submissions and material communications provided to the Seller may exclude Confidential Information which is confidential to the Purchaser’s Group (in the event that the Purchaser excludes such Confidential Information from a submission or material communication pursuant to this Clause 3.2(B) it shall at the same time provide to advisers nominated by the Seller a version of the submission or material communication which includes the Confidential Information on the basis that the advisers shall not transmit the Confidential Information to the Seller or any member of the Aspen Group); C. give the Seller (or advisers nominated by the Seller) reasona...

Conditions Precedent Termination. A. Notwithstanding anything in this Agreement to the contrary, the right of the Grantee to exercise the Refusal Right and consummate any purchase pursuant thereto is contingent on each of the following being true and correct at the time of exercise of the Refusal Right and any purchase pursuant thereto: (i) the Grantee or its assignee shall be a “qualified nonprofit organization” as defined in Section 42(h)(5)(C) of the Code or another qualified purchaser described in Section 42(i)(7)(A) of the Code (collectively, each, a “Qualified Beneficiary”); and (ii) the Project continues to be a “qualified low-income housing project” within the meaning of Section 42 of the Code. B. This Agreement shall automatically terminate upon the occurrence of any of the following events and, if terminated, shall not be reinstated unless such reinstatement is agreed to in a writing signed by the Grantee and each of the Consenting Members: (i) the transfer of the Property to a lender in total or partial satisfaction of any loan; or (ii) any transfer or attempted transfer of all or any part of the Refusal Right by the Grantee, whether by operation of law or otherwise, except as otherwise permitted under Section 7 of this Agreement; or (iii) the Project ceases to be a “qualified low-income housing project” within the meaning of Section 42 of the Code; or (iv) the Grantee fails to deliver its Election Notice or consummate the purchase of the Property within the time frames set forth in Section 2 above. C. If the Investor Member removes the Managing Member from the Company for failure to cure a default under the Operating Agreement after all applicable notice and cure periods, the Investor Member may elect to exercise any rights it has under the Operating Agreement to terminate this Agreement and to exercise any rights it has under the Operating Agreement to release this Agreement as a lien against the Project, upon first obtaining the prior written consent of Virginia Housing, which consent may be granted or withheld in Virginia Housing’s sole discretion.

Conditions Precedent Termination. 48 6.1 Conditions Precedent to Obligations of Buyer and Parent.........48 6.1.1 Performance of Agreements; Representations and Warranties.48 6.1.2

Conditions Precedent Termination. 53 6.1 Conditions Precedent to Obligations of IAWC and Parent....

Conditions Precedent Termination. This section sets forth the conditions precedent to each Party’s obligation to close the Transaction, including as a condition precedent for the University’s benefit the requirement that any Leasehold Mortgage Debt issued by the Concessionaire have an investment grade credit rating as well as the termination rights of both Parties. The conditions precedent are standard for a transaction of this nature.

Conditions Precedent Termination. (a) The obligations of the Lead Manager to purchase and pay for the Offered Shares and to procure investors set forth in Section 1 and Section 4, as the case may be, are subject to the satisfaction of the following conditions precedent (to the extent the obligations are not to be performed prior to the date of the occurrence of such conditions): (i) The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus. (ii) there having been no event making any of the undertakings and warranties contained in Sections 2 or 5 untrue or incorrect and the Company not having been in non-compliance with any of their other undertakings and covenants set forth in this Agreement, in each case material for the Offering; (iii) approval by the Admission Board (Zulassungsstelle) of the SWX Swiss Exchange of the application for the Shares to be listed for trading on the SWX New Market segment of the Swiss Exchange; (iv) delivery to the Managers, except to the extent waived by the Lead Manager in writing (x) on the date hereof and (y) on the Closing Date: (A) legal opinions, substantially in the agreed form, from Hoga▇ & ▇art▇▇▇, ▇.L.P., transaction counsel to the Company; (B) certificates addressed to the Managers signed by the Company and dated the Closing Date to the effect stated in Section 7(a)(ii) as regards their respective warranties and undertakings contained in Sections 2 and 5; (C) a comfort letter from the auditors of the Company substantially in the agreed form; and (v) a resolution by the Board of Directors of the Company authorising and approving the Offering and all actions taken or to be taken in connection therewith including, without limitation, the execution and delivery of this Agreement and the implementation of all transactions contemplated hereby; and (vi) execution and delivery of an agreement with the Company's Registrar and Transfer Agent, substantially in the agreed form; and (vii) delivery by the Company at closing of the Global Certificate. Documents in the agreed form means documents in the form signed for identification on the date hereof by the Lead Manager. If any of the foregoing conditions set forth in Section 7(a)(ii), (iii) (iv) and (v) is not satisfied between the date hereof and the Closing Date, or if the Lead Manager has determined that a Material Adverse Change as contemplated under Section 8 of this Agreement has occurred, the Lead Manager may terminate this Agreement and the Managers shall be r...