The Transaction Closing Conditions Precedent Covenants Sample Clauses

The Transaction Closing Conditions Precedent Covenants. 24 Section 2.1 Grant of Lease and Concession 24 Section 2.2 Closing 24 Section 2.3 Deposit 25 Section 2.4 Conditions Precedent; Termination 26 Section 2.5 Covenants 29 Section 2.6 Memoranda of Lease 33 Section 2.7 Closing Deliveries 33 Section 2.8 Intended Treatment for Federal and State Income Tax Purpose 33
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The Transaction Closing Conditions Precedent Covenants. A. Section 2.1:
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The Transaction Closing Conditions Precedent Covenants. Section 2.1.Grant of Lease and Concession; Sale of System Assets» . Upon the terms and subject to the conditions of this Agreement, effective at the Time of Closing, (a) the Concessionaire shall pay the City the exact amount of __________________________________ dollars ($________________) in cash (the “Consideration”) and (b) the City shall (i) demise and lease the System to the Concessionaire free and clear of Encumbrances other than Permitted City Encumbrances, for and during the term (the “Term”) commencing on the Closing Date and expiring on the fiftieth (50th) anniversary of the Closing Date (or such later date as required pursuant to the terms of this Agreement to effect a Delay Event Remedy), unless terminated earlier in accordance with the terms of this Agreement, (ii) grant the Concessionaire a right for and during the Term to operate the System and to provide Utility Services, and in connection therewith (A) to use, possess, operate, manage, maintain, rehabilitate, expand and improve the System and (B) to charge Service Charges and collect Revenues in connection with the operation of the System for Utility Purposes and otherwise in accordance with and pursuant to this Agreement, and (iii) assign, transfer and otherwise convey to the Concessionaire by xxxx of sale each of the System Assets, free and clear of any Encumbrances (other than Permitted City Encumbrances) and the Concessionaire shall accept each such demise, lease, grant, assignment, transfer and conveyance (collectively, the “Transaction”). The rights granted to the Concessionaire to use, possess, operate, manage, maintain and rehabilitate the System and to charge Service Charges and collect Revenues are subject to (A) the Reserved Powers of the City, (B) the Municipal Services Agreements and (C) the Sludge Agreement.
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The Transaction Closing Conditions Precedent Covenants 
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Related to The Transaction Closing Conditions Precedent Covenants

  • Conditions Precedent to Closing Date The obligation of the Lenders to make each Loan hereunder, and the obligation of the Letter of Credit Issuer to issue Letters of Credit hereunder, in each case, on the Closing Date are subject to the satisfaction on or prior to the Closing Date of each of the following conditions:

  • Conditions Precedent to the Closing Date The obligation of the Lenders to execute this Agreement and make any requested Loans on the Closing Date is subject to the prior satisfaction of each of the following conditions (unless waived in writing by Administrative Agent with the consent of the Lenders):

  • Conditions Precedent to Closing The Local Church and Annual Conference acknowledge and agree that the obligations of the parties to effectuate the Closing on or about the Disaffiliation Date are expressly contingent and conditional on the following:

  • Further Assurances and Post-Closing Conditions (a) Promptly upon reasonable request by the Administrative Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent may reasonably request from time to time in order to carry out more effectively the purposes of the Collateral Documents.

  • Conditions Precedent to the Closing Conditions precedent to the Closing are as follows:

  • CONDITIONS PRECEDENT TO THE MERGER The obligations of the Parties to effect the Merger are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

  • Closing Conditions (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

  • CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE Purchaser’s obligation to purchase the Assets and to take the other actions required to be taken by Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Purchaser, in whole or in part, in writing):

  • Conditions Precedent to Purchaser’s Obligations The obligations of Purchaser hereunder to consummate the transaction contemplated hereunder shall in all respects be conditioned upon the satisfaction of each of the following conditions prior to or simultaneously with the Closing, any of which may be waived by Purchaser in its sole discretion by written notice to Seller at or prior to the Closing Date:

  • Conditions Precedent The effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent:

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