Casualty Loss; Preferential Purchase Rights; Required Consents; Title Matters; Environmental Conditions Sample Clauses

Casualty Loss; Preferential Purchase Rights; Required Consents; Title Matters; Environmental Conditions. The sum of (i) the aggregate Allocated Values of Assets that cannot be conveyed to Buyer at Closing due to consents to assign that were not obtained as provided in Section 10.5(b)(i), as applicable, plus (ii) the aggregate Allocated Values of Assets that cannot be conveyed to Buyer at Closing due to a third Party exercising its Preferential Purchase Rights on such Assets prior thereto, plus (iii) all losses as a result of Casualty Losses that occur after the Execution Date but prior to the Closing Date, plus (iv) the Remediation Amounts for all Environmental Conditions arising during the period between the Execution Date and the Closing Date, plus (v) the aggregate Title Defect Amount of all Title Defects covered by the Title Defect Notices (excluding Torchlight/Gossney Defect Amounts), plus (vi) the aggregate amount of adjustments to the Cash Purchase Price pursuant to Section 3.3(b)(xiii) (excluding Torchlight/Gossney Defect Amounts) shall not exceed twenty percent (20%) of the Cash Purchase Price in the aggregate. 29
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Related to Casualty Loss; Preferential Purchase Rights; Required Consents; Title Matters; Environmental Conditions

  • Notice of Certain Proposed Actions Having Environmental Impact Prompt written notice describing in reasonable detail (A) any proposed acquisition of stock, assets, or property by such Principal Company or any of its Subsidiaries that could reasonably be expected to (1) expose such Principal Company or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect or (2) affect the ability of such Principal Company or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations and (B) any proposed action to be taken by such Principal Company or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject such Principal Company or any of its Subsidiaries to any additional obligations or requirements under any Environmental Laws that could reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect.

  • Seller Closing Deliverables At the Closing, Seller shall deliver or cause to be delivered to Buyer:

  • Seller’s Closing Conditions The obligations of Seller under this Agreement are subject, at the option of Seller, to the satisfaction, at or prior to the Closing, of the following conditions:

  • Post-Closing Conditions On or before each of the dates specified in this Section 4.3, Borrower shall satisfy each of the items specified in the subsections below:

  • Required Consent Without limiting the generality of Section 4.1(a), except as permitted by the terms of this Agreement, and except as provided in Section 4.1(b) of the Company Disclosure Letter, without the prior written consent of Parent, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following:

  • FPS Closing Conditions (a) The obligation of the Purchaser to purchase the Forward Purchase Securities at the FPS Closing under this Agreement shall be subject to the fulfillment, at or prior to the FPS Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived by the Purchaser:

  • Closing Mechanics (i) One business day prior to the Closing, the Company will contact the contact person for each Purchaser listed on Schedule A hereto to confirm the closing mechanics set forth herein.

  • Required Consents No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

  • Seller’s Closing Deliverables At or prior to the Closing, Seller shall deliver, or cause to be delivered, to Buyer each of the following:

  • Seller Closing Deliveries No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items:

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