Preliminary Conditions to Remarketing Sample Clauses

Preliminary Conditions to Remarketing. No later 11:00 a.m. Local Time on the 15th day prior to the Mandatory Tender Date then in effect, the Borrower may give notice to the Remarketing Notice Parties by telephone or telecopy, confirmed on the same day in writing, that it elects to cause the Bonds to be remarketed. A remarketing of the Bonds shall be permitted only if the following conditions are satisfied no later than the time the foregoing election notice is given: (i) Notice by the Borrower to the Remarketing Agent and the Trustee of the Remarketing Period pursuant to Section 4.05 of the Loan Agreement; (ii) Delivery to the Trustee and the Remarketing Agent of a preliminary Cash Flow Projection with respect to the proposed Remarketing Period; and (iii) The Issuer and the Borrower shall each have notified the Trustee in writing that it has approved as to form and substance any disclosure document or offering materials which, in the Opinion of Counsel to the Remarketing Agent, is necessary to be used in connection with the remarketing of the Outstanding Bonds.
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Preliminary Conditions to Remarketing. No later 11:00 a.m. Local Time on the 30th day prior to the Mandatory Tender Date then in effect, if the Borrower elects to cause the Series 2025A-2 Bonds to be remarketed, the Borrower must give notice to the Remarketing Notice Parties by telephone or Electronic Means, confirmed on the same day in writing, of such election. A remarketing of the Series 2025A-2 Bonds shall be permitted only if the following conditions are satisfied no later than the time the foregoing election notice is given: (i) notice by the Borrower to the Remarketing Agent of the Remarketing Period, approved in writing by the Remarketing Agent; (ii) delivery to the Trustee and the Remarketing Agent of a preliminary Cash Flow Projection with respect to the proposed Remarketing Period; and (iii) the Borrower shall have notified the Trustee in writing that it has approved as to form and substance any disclosure document or offering materials that, in the opinion of counsel to the Remarketing Agent, are necessary to be used in connection with the remarketing of the Outstanding Series 2025A-2 Bonds or that no such disclosure document or offering material are required. If the foregoing conditions are not satisfied by 11:00 a.m. Local Time on the 15th day prior to the Mandatory Tender Date then in effect, the remarketing shall be cancelled and the Series 2025A-2 Bonds shall be redeemed in accordance with Section 3.01(f).
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Related to Preliminary Conditions to Remarketing

  • Conditions to Obligations to Close 7.1 Conditions to Parent’s Obligation. Parent’s obligation to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (a) the representations and warranties set forth in Section 3 above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term “material,” or contain terms such as “Material Adverse Effect” or “Material Adverse Change,” in which case such representations and warranties (as so written, including the term “material” or “Material”) shall be true and correct in all respects at and as of the Closing Date; (b) the Company shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term “material,” or contain terms such as “Material Adverse Effect” or “Material Adverse Change,” in which case The Company shall have performed and complied with all of such covenants (as so written, including the term “material” or “Material”) in all respects through the Closing; (c) the Company shall have procured all of the third-party consents specified in Section 3.3 above; (d) no action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before (or that could come before) any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (iii) adversely affect in any material way the right of Parent to own and control the Company, or (iv) adversely affect the right of the Company to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (e) the Company shall have delivered to Parent a certificate to the effect that each of the conditions specified above in Section 7.1(a)-(d) is satisfied in all respects; (f) the Company shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 3.3; (g) Company Members representing at least 80% of the Class B Historical Percentage Interests (as defined in the Company Operating Agreement) shall have entered into Agent Reseller Agreements with the Surviving Company; (h) all actions to be taken by the Company in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be satisfactory in form and substance to Parent; (i) the Company shall have obtained and delivered to Parent a written consent for the assignment of each of the Leases, and, if requested by Parent’s lender, a waiver of landlord liens, collateral assignment of lease or leasehold mortgage from the landlord or other party whose consent thereto is required under such Lease (the “Lease Consents”), in form and substance satisfactory to Parent and Parent’s lender; (j) the Company shall deliver to Parent a non-foreign affidavit dated as of the Closing Date, sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Code §1445 stating that the Company is not a “Foreign Person” as defined in Code §1445 (the “FIRPTA Affidavit”); (k) the Company shall have delivered to Parent copies of the certificate of organization of the Company on or soon before the Closing Date by the Secretary of State (or comparable officer) of the jurisdiction of the Company; (l) the Company shall have delivered to Parent copies of the certificate of good standing of the Company issued on or soon before the Closing Date by the Secretary of State (or comparable officer) of the jurisdiction of the Company and of each jurisdiction in which the Company is qualified to do business; (m) the Company shall have delivered to Parent a certificate of the secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory to Parent, as to: (i) no amendments to the certificate of organization (or formation) of the Company since the date specified in clause (xvii) above; (ii) the operating agreement (or other governing documents) of the Company; (iii) the resolutions of the voting members or the Company board of directors or other authorizing body (or a duly authorized committee thereof) of the Company, authorizing the execution, delivery, and performance of this Agreement and the transactions contemplated hereby; and (iv) incumbency and signatures of the officers of the Company executing this Agreement or any other agreement contemplated by this Agreement; (n) Parent may waive any condition specified in this Section 7.1 if it executes a writing so stating at or prior to the Closing; (o) Parent shall have received from counsel to the Company and the Company members, an opinion, dated the Closing Date, in a form reasonably acceptable to Parent; (p) Parent shall have received a waiver of NPC’s right of first refusal or written communication from NPC stating its intention to pass on the right of first refusal with respect to the transaction set forth in this Agreement; (q) Parent shall have received approval for the transactions contemplated by this Agreement from holders of Parent’s convertible notes, or such convertible notes are paid in full in connection with the Closing; (r) Within ten (10) days of the date of this Agreement, the Company’s Class A Members shall have approved this Agreement and the transactions contemplated hereby by the requisite vote.

  • Termination Conditions This Agreement terminates upon the earlier of any of the following events: a.

  • Delivery Conditions Each delivery of the Goods shall be accompanied with a delivery note, which shall be confirmed by both Parties upon handover and takeover of the Goods, and shall be used as the Goods handover protocol. The delivery note shall contain: identification data of the Seller and the Buyer, the number and date of issue of the Delivery Note, position/serial number according to the Contract; contract number; Material code according to IS in STC format; the number of the supplied units without defects with a divided according to individual types, the number of delivered pieces of defective Prelaminates according to paragraph 5 of this article, the total number of Prelaminates delivered, place and date of handover and acceptance (hereinafter the "delivery note") The Seller shall notify the Buyer to the e-mail address: ▇▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇ the expected date and time when the Goods will be delivered to the Buyer's address, at least 2 working days before the day of dispatch from the Seller's plant. In the event that the Seller uses a carrier that allows you to monitor the status of the delivery, the Seller will also send the Buyer the number of the bill of lading. The Seller shall immediately inform the Buyer about expected failure to arrive on time in order to solve this situation. The Seller shall deliver the Goods on business days and during the Buyer's regular working hours, i.e. between 6:00 a.m. and 2:00 p.m., unless stipulated otherwise by the Buyer. Outside these hours, it is only possible to receive Goods following a previous agreement made over the phone between the Seller and the Buyer's representative stated in this Contract. Within a single delivery must not content: a) the number of defective Prelaminates higher than 2% of the total number of Prelaminates delivered, b) no sheet in the format of 3x7 positions, on which the number of defective Prelaminates will be greater than 2, Within one partial delivery, the tolerance of the number of delivered Prelaminates is +/- 3% of the ordered number of Prelaminates. The Seller undertakes to provide the subject of performance for transport and subsequent storage in a manner that is usual for this type of subject of performance in business relations so as to ensure the preservation, protection and quality of the subject of performance. Each delivered consignment will be properly marked with the indication of the subject of performance, the manufacturer and information about its weight. The performance of the Seller is considered fulfilled if it is delivered on time and properly, i.e. free of any defects in quantity in accordance with the agreement of the Parties under paragraph 6 of this article, quality or legal defects, including accompanying written documents. The ownership title to the Goods supplied on the basis of this Contract shall pass on the Buyer at the moment of takeover of the Goods, i.e. at the moment the handover protocol for the Goods (delivery note) is signed by the Buyer. The risk of damage to the Goods shall pass to the Buyer at the same moment.

  • Additional Conditions to Closing (a) All necessary approvals under federal and state securities laws and other authorizations relating to the issuance of the Acquisition Shares and the transfer of the Shares shall have been received. (b) No preliminary or permanent injunction or other order by any federal, state or foreign court of competent jurisdiction which prohibits the consummation of the Exchange shall have been issued and remain in effect. No statute, rule, regulation, executive order, stay, decree, or judgment shall have been enacted, entered, issued, promulgated or enforced by any court or governmental authority which prohibits or restricts the consummation of the Exchange. All authorizations, consents, orders or approvals of, or declarations or filings with, and all expirations of waiting periods imposed by, any Governmental Body which are necessary for the consummation of the Exchange, other than those the failure to obtain which would not materially adversely affect the consummation of the Exchange or in the aggregate have a Material Adverse Effect on SKYC and its subsidiaries, taken as a whole, shall have been filed, occurred or been obtained (all such permits, approvals, filings and consents and the lapse of all such waiting periods being referred to as the “Requisite Regulatory Approvals”) and all such Requisite Regulatory Approvals shall be in full force and effect. (c) There shall not be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Exchange, by any Governmental Body which, in connection with the grant of a Requisite Regulatory Approval, imposes any material condition or material restriction upon SKYC or its subsidiaries or FDH, including, without limitation, requirements relating to the disposition of assets, which in any such case would so materially adversely impact the economic or business benefits of the Exchange as to render inadvisable the consummation of the Exchange.

  • Test conditions 6.1.1. The test shall be performed on a flat, dry concrete or asphalt surface affording good adhesion. 6.1.2. The ambient temperature shall be between 0°C and 45°C. 6.1.3. The horizontal visibility range shall allow the target to be observed throughout the test.