Xxxxx Transaction Sample Clauses

Xxxxx Transaction. The Xxxxx Transaction shall have been consummated or closed into escrow contemporaneously with the Closing.
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Xxxxx Transaction. The Managing Member has entered into an agreement with XX Xxxxxxxx Crossing, LLC, which is currently the other Member in Borrower, to purchase 100% of such other Member’s interest in Borrower, which purchase is expected to close after the Agreement Execution Date and prior to the Loan Opening Date. Such purchase shall include an amendment and restatement of the current Phase III Purchase Agreement, in a form to be reasonably approved by the Administrative Agent, and an amendment to the Ground Lease, in substantially the form previously approved by the Administrative Agent.
Sample 1
Xxxxx Transaction. (i) All conditions precedent to the XXXXx Transaction shall have been satisfied, without waiver except with the written consent of the Administrative Agent, (ii) the XXXXx Transaction shall have been consummated in accordance with the terms of the Acquisition Agreement and applicable laws, (iii) the Base Amount (as defined in the Acquisition Agreement) paid to XXXXx under the Acquisition Agreement shall not have exceeded $62,500,000, as adjusted in accordance with the terms thereof, and (iv) the Acquisition Agreement shall be in full force and effect.
Sample 1
Xxxxx Transaction. Section 2.7 of the Loan Agreement shall be amended as of the Amendment Effective Date by deleting such Section in its entirety and replacing it with the following:
Sample 1
Xxxxx Transaction. The Managing Member has negotiated a transaction with XX Xxxxxxxx Crossing, LLC, which is currently the other Member in Borrower, to purchase 100% of such other Member’s interest in Borrower, which purchase is expected to close on or about the effective date of the Second Amendment to this Agreement. In addition to such purchase of membership interests in the Borrower, such transaction shall include (i) the purchase by an Affiliate of the Borrower and the Guarantor of 100% of the Phase III Parcels, (ii) a termination of the existing Phase III Purchase Agreement and the Joint Development Agreement and the replacement thereof by the new Phase III Purchase Agreement with an Affiliate of the Borrower and the Guarantor and (iii) the termination of the existing Office Lease dated June 15, 2006, as amended, of premises in Phases I and II to XX Xxxxxxxx Crossing LLC (the “Xxxxx Office Lease”), which was one of the Required Pre-Funding Leases. In connection with such transaction, the Borrower has requested the approval of the Required Lenders and the Administrative Agent, and by their execution of the Second Amendment to this Agreement, such approval is hereby given to such transaction, including specifically such termination of the Phase III Purchase Agreement and Joint Development Agreement and such termination of the Xxxxx Office Lease.”
Sample 1
Xxxxx Transaction. The Xxxxx Transaction shall have been consummated on or prior to the Closing Date substantially in accordance with the terms thereof set forth in the Xxxxx Documents, and the Seller shall have delivered to the Purchaser such certifications and/or other documents as the Purchaser may reasonably request to evidence the same.
Sample 1
Xxxxx Transaction. The Purchaser and Xx. Xxxxx shall have consummated that certain transaction contemplated by the Xx. Xxxxx Purchase Agreement.
Sample 1
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Xxxxx Transaction. The Seller shall have consummated the sale of a portion of its equity interests to Xx. Xxxxx.
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Xxxxx Transaction. The Investor acknowledges that all three of the Investor Designees on the Company's Board of Directors approved the terms of the Senior Loan Agreements and the consummation of the transactions contemplated therein at a duly convened special telephonic meeting of the Board of Directors of the Company held on Monday, January 25, 1999, and accordingly, the restrictions of Section 6.7(f) of the Investment Agreement have been satisfied.
Sample 1

Related to Xxxxx Transaction

  • Transaction (1) The present Settlement Agreement constitutes a transaction in accordance with Articles 2631 and following of the Civil Code of Quebec, and the Parties are hereby renouncing any errors of fact, of law and/or of calculation.

  • Arm’s Length Transaction The Bank acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Bank with respect to the offering of Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Bank or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Bank or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Bank shall consult with its own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Bank with respect thereto. Any review by the Underwriters of the Bank, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Bank.

  • Merger Transaction Section 2.1

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Non-Arm’s Length Transactions To the knowledge of the Company, after due inquiry, except as disclosed in writing to the Underwriters or in the U.S. Prospectus and the Canadian Prospectus, neither the Company nor any subsidiary is a party to any contract, agreement or understanding with any officer, director, employee or any other person not dealing at arm's length with the Company or any subsidiary which is required to be disclosed by applicable Canadian Securities Laws.

  • Excluded Transactions The Company shall not be obligated to effect any registration of Registrable Securities under this Section 2.1 incidental to the registration of any of its Securities in connection with:

  • Negotiated Transaction The provisions of this Agreement were negotiated by the parties hereto, and this Agreement shall be deemed to have been drafted by all of the parties hereto.

  • Restructuring Transactions On the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this Plan and the Implementation Plan may include, in accordance with the consent rights in the Transaction Support Agreement: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan.

  • Arm’s Length Transactions During the term of this Agreement, all transactions and dealings between the Trust Depositor and its Affiliates will be conducted on an arm’s-length basis.

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

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