Terms and Conditions of Transaction Sample Clauses

Terms and Conditions of Transaction. Each Lender shall ----------------------------------- have received a Note, payable to the order of such Lender, duly executed and delivered by the Borrower, as well as copies of each of the other Loan Documents, which shall have been duly executed and delivered by the respective parties thereto, shall be in full force and effect and shall be in form and substance satisfactory to the Administrative Agent, each of the Lenders and their counsel.
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Terms and Conditions of Transaction. The sale and lease back of each of the Properties hereunder shall be upon the same terms and conditions as are set forth in the form Purchase Agreement and the Sale-Leaseback Documents. Without limiting the generality of the foregoing, the purchase price for each Property shall be the total sum of the initial rent to be paid by Seller/Tenant under the lease for such Property divided by a capitalization rate of 8.75% for 15 year leases or, if Buyer and Seller agree to do a 20 year lease for a Premises, then the capitalization rate shall be negotiated and agreed to by the parties; provided, however, the capitalization rate is subject to increase (but not decrease), based on the daily average price of the ten year U.S. Treasury Note for the 20 business days immediately preceding the date which is 3 days prior to the date of the applicable closing (the “Average Yield”). If the Average Yield is above 4.85%, then the capitalization rate shall increase 1 basis point for every 2 basis points that this yield is above 4.85% and the initial Rent number set forth above shall be adjusted accordingly. Rent shall increase during the term of the lease as set forth more particularly in the Lease .
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Terms and Conditions of Transaction. (a) Each Lender shall have received one or more Notes, payable to the order of such Lender, duly executed and delivered by the Borrower, as well as copies of each of the other Loan Documents, which shall have been duly executed and delivered by the respective parties thereto, shall be in full force and effect and shall be in form and substance satisfactory to the Administrative Agent, each of the Lenders and their counsel. (b) The Lenders shall be satisfied with the final terms and conditions of the transactions contemplated hereby and by the other Loan Documents, including, without limitation, all legal and tax aspects thereof. (c) The Lenders shall be satisfied with the corporate and legal structure and capitalization of the Borrower and its Subsidiaries, including, without limitation, their respective charters and bylaws and each agreement or instrument relating thereto. (d) The Administrative Agent and the Required Lenders shall have completed satisfactory review and approval of the Borrower's Network build-out plan, budget and schedule, including financial projections of the Borrower and its Consolidated Subsidiaries for the [*] certified by the principal or chief accounting or financial officer of the Borrower as having been prepared in accordance with GAAP except for the absence of footnotes and the recording of FCC licenses and related obligations on a cost basis, such projections giving effect to the indebtedness to be incurred under the Credit Facility as well as the other indebtedness to be incurred by the Borrower and its Consolidated Subsidiaries during such ten- year period.
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Terms and Conditions of Transaction. (a) Each Lender shall have received one or more Notes, payable to the order of such Lender, duly executed and delivered by the Borrower, as well as copies of each of the other Loan Documents, which shall have been duly executed and delivered by the respective parties thereto, shall be in full force and effect and shall be in form and substance satisfactory to the Administrative Agent, each of the Lenders and their counsel. (b) The Lenders shall be satisfied with the final terms and conditions of the transactions contemplated hereby and by the other Loan Documents, including, without limitation, all legal and tax aspects thereof. (c) The Lenders shall be satisfied with the corporate, partnership and legal structure and capitalization of the Borrower and its Subsidiaries (including all License Subsidiaries), including, without limitation, their respective charters, -------------------------------------------------------------------------------- ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. partnership agreements and bylaws and each agreement or instrument relating thereto. (d) The Administrative Agent and the Required Lenders shall have completed satisfactory review and approval of the Borrower's Network build- out plan, budget and schedule, including the Borrower's financial statements as of December 31, 1997 and financial projections of the Borrower and its Consolidated Subsidiaries for the ten-year period beginning January 1, 1998, certified by the principal or chief accounting or financial officer of the Borrower as having been prepared in accordance with GAAP except for the absence of footnotes and the recording of FCC licenses and related obligations on a cost basis, such projections giving effect to the indebtedness to be incurred under the Credit Facility as well as the other indebtedness to be incurred by the Borrower and its Consolidated Subsidiaries during such ten-year period.
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Terms and Conditions of Transaction. (a) Each Lender ----------------------------------- shall have received a Note, payable to the order of such Lender, duly executed and delivered by the Borrower, as well as copies of each of the other Loan Documents, which shall have been duly executed and delivered by the respective parties thereto, shall be in full force and effect and shall be in form and substance satisfactory to the Administrative Agent, each of the Lenders and their counsel. (b) The Lenders shall be satisfied with the final terms and conditions of the transactions contemplated hereby and by the other Loan Documents, including, without limitation, all legal and tax aspects thereof. (c) The Lenders shall be satisfied with the corporate and legal structure and capitalization of the Borrower and its Subsidiaries, including, without limitation, their respective charters and bylaws and each agreement or instrument relating thereto.
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Related to Terms and Conditions of Transaction

  • Conditions of Transfer With respect to any Performance Share Units awarded to Employee, as a condition of Employee receiving a transfer of corresponding Common Shares in accordance with paragraph 4 above, Employee shall meet all of the following conditions during the entire period from the Grant Date hereof through the Distribution Date relating to such Performance Share Units: (a) Employee must continue to be an active employee of the Company (“Continuous Employment”); (b) Employee must refrain from Engaging in Competition (as defined in Section 2.25 of the Plan) without first having obtained the written consent thereto from the Company (“Non-competition”); and (c) Employee must refrain from committing any criminal offense or malicious tort relating to or against the Company or, as determined by the Committee in its discretion, engaging in willful acts or omissions or acts or omissions of gross negligence that are or potentially are injurious to the Company’s operations, financial condition or business reputation. (“No Improper Conduct”). The Company’s determination as to whether or not particular conduct constitutes Improper Conduct shall be conclusive. If Employee should fail to meet the requirements relating to (i) Continuous Employment, (ii) Non-competition, or (iii) No Improper Conduct, then Employee shall forfeit the right to receive a distribution of any Performance Share Units for which the above conditions of transfer have not already been met as of the time such failure is determined, and Employee shall accordingly forfeit the right to receive the transfer of title to any corresponding Common Shares. The forfeiture of rights with respect to Performance Share Units (and corresponding Common Shares) shall not affect the rights of Employee with respect to any Performance Share Units for which the above conditions of transfer already have been met nor with respect to any Common Shares the title of which has already been transferred to Employee’s Account.

  • Terms and Conditions of the Offer Provided that this Agreement shall not have been terminated pursuant to Article X and that none of the events or circumstances set forth in clauses (C)(1) or (C)(4) of Annex A shall have occurred and be existing (and shall not have been waived by Parent), as promptly as practicable after the date hereof (but in no event more than ten Business Days thereafter), Acquisition Sub shall (and Parent shall cause Acquisition Sub to) commence (within the meaning of Rule 14d-2 promulgated under the Exchange Act) the Offer to purchase any and all of the Company Shares at a price per Company Share, subject to the terms of Section 2.1(c), equal to the Offer Price, provided that Parent and Acquisition Sub shall not be required to commence, or cause to be commenced, the Offer prior to the date on which the Company is prepared to file the Schedule 14D-9. The Offer shall be made by means of an offer to purchase all outstanding Company Shares (the “Offer to Purchase”) that is disseminated to all of the Company Stockholders and contains the terms and conditions set forth in this Agreement and in Annex A. Each of Parent and Acquisition Sub shall use its reasonable best efforts to consummate the Offer, subject to the terms and conditions hereof and thereof. The Offer shall be subject only to: (i) the condition (the “Minimum Condition”) that, prior to the expiration of the Offer, there be validly tendered and not withdrawn in accordance with the terms of the Offer a number of Company Shares that, together with the Company Shares then owned by Parent and Acquisition Sub (if any), represents at least a majority of all then outstanding Company Shares on a fully diluted basis, assuming the issuance of all Company Shares that may be issued upon the vesting, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities and similar rights that are then, or then scheduled to become, exercisable within ninety (90) days following the then scheduled expiration of the Offer in accordance with the terms and conditions thereof (other than the Top-Up Option); and (ii) the other conditions set forth in Annex A.

  • TERMS AND CONDITIONS OF OFFER This is an offer to purchase the Property in accordance with the above-stated terms and conditions of this Agreement. If at least one, but not all, of the Parties initial such pages, a counteroffer is required until an agreement is reached. The Seller has the right to continue to offer the Property for sale and to accept any other offer at any time prior to notification of acceptance. If this offer is accepted and the Buyer subsequently defaults, the Buyer may be responsible for payment of licensed real estate agent(s) compensation. This Agreement and any supplement, addendum, or modification, including any copy, may be signed in two or more counterparts, all of which shall constitute one and the same writing.

  • Terms and Conditions of Use NASCAR shall have the right to use and sublicense PROMOTER’s Marks in connection with publicity, promotion or advertising of the Event and the NASCAR Sprint Cup Series, and the exploitation of Live Broadcast Rights and Ancillary Rights, provided, however, that NASCAR shall not, without the prior written consent of PROMOTER, use or sublicense the use of PROMOTER’s Marks on the branding of any retail package product, unless otherwise expressly permitted in this Agreement.

  • TERMS AND CONDITIONS OF AGREEMENT INSURANCE REQUIREMENTS: During the term of this Agreement, consultant/contractor shall maintain insurance documentation per the limits and requirements outlined: