Agreement Condition definition

Agreement Condition means a Build-Out Agreement shall have been executed by the Purchaser, on the one hand, and the Parent or the Company, on the other hand, within 45 calendar days of the date hereof.
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Agreement Condition means the Company shall have entered into definitive agreements for Permitted Acquisitions; (B) "Transaction Condition" means the Company shall have consummated Permitted Acquisitions pursuant to the terms of the definitive agreements that satisfied in the aggregate the Agreement Condition; (C) a "Permitted Acquisition" means the purchase by the Company of a Person with (I) EBITDA during the twelve (12) months immediately preceding the acquisition as set forth in the most recent financial statements of such Person, which financial statements are as of a period ending no earlier than sixty (60) days prior to such acquisition of not less than $750,000 and (II) revenues during the twelve (12) months immediately preceding the acquisition as set forth in the most recent financial statements of such Person, which financial statements are as of a period ending no earlier than sixty (60) days prior to such acquisition of not less than $4,000,000, in each case as calculated in accordance with such Person's audited financial statements or as otherwise evidenced to the Buyers in written form satisfactory to the Buyers in their sole discretion; and (D) "EBITDA" means with respect to any Person for any applicable period, the Net Income of such Person and its subsidiaries for such period, plus without duplication, the sum of the following amounts of such Person and its subsidiaries for such period and to the extent deducted in determining Net Income of such Persons for such period: (1) Net Interest Expense, (2) income tax expense, (3) depreciation expense, and (4) amortization expense, (E) "Net Income" means, with respect to any Person for any applicable period, the net income (loss) of such Person for such period, determined on a consolidated basis and in accordance with generally accepted accounting principles, but excluding from the determination of Net Income (without duplication):
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Agreement Condition. All non-faulty processes must agree on a common value.
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Examples of Agreement Condition in a sentence

  • Without limiting the generality of the foregoing, in the event of Employee’s actual or threatened breach of any Agreement Condition set forth in this Agreement or the Non-Compete Agreement, EQT shall be entitled to injunctive relief (including temporary restraining orders, preliminary injunctions and permanent injunctions), without posting a bond, in any court of competent jurisdiction.

  • Notwithstanding anything herein to the contrary, the Financial Agreement Condition shall be deemed to have been satisfied if the City Consent of the transfer of the Financial Agreement to Buyer is substantially in the same form and substance as the City consent that was granted in connection with the assignment of the Financial Agreement to RT Urban.

  • An amendment shall be deemed not to materially and adversely affect the Noteholders if (i) the Rating Agency 7 (NALT 2025-A Series Certificate Transfer Agreement) Condition is satisfied with respect to such amendment, or (ii) the Depositor delivers an Officer’s Certificate to the Indenture Trustee stating that such amendment shall not materially and adversely affect the Noteholders.

  • Class 8 -- Nonpriority, unsecured claims against GCC that are not also claims against any direct or indirect subsidiary of GCC that is a chapter 11 debtor and that would otherwise have been classified in Class 6 As provided under Option B of the heading "Bank Support Agreement Condition" above.

  • The Irrevocable Undertaking Condition Precedent and the Co-Development Agreement Condition Precedent may only be waived if the Subscriber agrees in Co-writing Development Agreement.

  • Sub shall have previously accepted for payment and paid for Shares pursuant to and subject to the conditions (including the Stockholder Agreement Condition) of the Offer and, if any Subject Shares were not purchased pursuant to the Offer, pursuant to the Stockholder Agreement.

  • Further, the Parent, the Issuers and the Purchaser shall use commercially reasonable best efforts to satisfy the Agreement Condition.

  • Notwithstanding the foregoing, the Servicer may remit Collections to the Collection Account on any other alternate remittance schedule (but not later than the related Distribution Date) if the Rating Agency 37 (Nissan 2017-B Sale and Servicing Agreement) Condition is satisfied with respect to such alternate remittance schedule.

  • An amendment shall be deemed not to materially and adversely affect the Noteholders if (i) the Rating Agency 7 (NALT 2024-B Series Certificate Transfer Agreement) Condition is satisfied with respect to such amendment, or (ii) the Depositor delivers an Officer’s Certificate to the Indenture Trustee stating that such amendment shall not materially and adversely affect the Noteholders.

  • Development hereby agrees that, notwithstanding anything contained in this Agreement to the contrary, if, at or prior to the Closing, the Investor, in its sole discretion, waives one or both of the PPA Condition and the Interconnection Agreement Condition (each as defined herein), then the Closing Payment to be paid to Development at the Closing shall be reduced by the Holdback Amount (the “Holdback”).

Related to Agreement Condition

  • Payment Condition at any time of determination with respect to any Specified Transaction, that the following conditions are all satisfied: (x) (1) 30-Day Specified Excess Availability (divided by Availability as of such time of determination and expressed as a percentage) and (2) the Specified Availability on the date of such Specified Transaction (divided by Availability as of such time of determination and expressed as a percentage), in each case exceed the applicable Availability Percentage (as defined below) and, (y) unless the Fixed Charge Condition (as defined below) is satisfied (to the extent applicable), the Parent Borrower shall be in Pro Forma Compliance with a minimum Consolidated Fixed Charge Coverage Ratio of at least 1.00:1.00 and (z) if reasonably requested by the Administrative Agent, the Borrower Representative shall have delivered to the Administrative Agent (i) a copy of calculations required by preceding clause (y) in reasonable detail and (ii) a calculation of Specified Unrestricted Cash. As used herein, the following terms shall have the following meanings: (i) “Availability Percentage”: shall mean (a) in respect of any Restricted Payment pursuant to Subsection 8.3(k), 12.5%; (b) in respect of (A) any investment or acquisition permitted pursuant to clause (u) of the definition of “Permitted Investments” or (B) clause (c)(i) of the definition of “Permitted Acquisitions,” 10.0%; (c) in respect of any payment, repurchase or redemption pursuant to Subsection 8.6(a), 12.5%; (d) in respect of any merger, consolidation, amalgamation or asset sale pursuant to Subsection 8.2(a) or 8.2(b), 10.0%; and (e) in respect of any Asset Sale that would otherwise have to comply with Subsection 8.5, 10.0%.; and (ii) “Fixed Charge Condition” shall mean 30-Day Specified Excess Availability (divided by Availability as of such time of determination and expressed as a percentage) exceeds: (a) in respect of any Restricted Payment pursuant to Subsection 8.3(k), 17.5%; (b) in respect of any acquisition permitted pursuant to clause (c)(i) of the definition of “Permitted Acquisitions”, 15.0%; (c) in respect of any investment permitted pursuant to clause (u) of the definition of “Permitted Investments”, 15.0%; (d) in respect of any payment, repurchase or redemption pursuant to Subsection 8.6(a), 15.0%; and (e) in respect of (A) any merger, consolidation, amalgamation or asset sale pursuant to Subsection 8.2(a) or 8.2(b) or (B) any Asset Sale that would otherwise have to comply with Subsection 8.5, 15.0%.

  • Payment Conditions means, at the time of determination with respect to any specified transaction or payment, that:

  • Termination Conditions means, collectively, (a) the payment in full in cash of the Obligations (other than (i) contingent indemnification obligations not then due and (ii) Obligations under Secured Hedge Agreements and Secured Cash Management Agreements) and (b) the termination of the Commitments and the termination or expiration of all Letters of Credit under this Agreement (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized on terms reasonably acceptable to the applicable Issuing Bank, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank).

  • Confirmation Condition means, with respect to any Bankrupt Manufacturer which is a debtor in Chapter 11 Proceedings, a condition that shall be satisfied upon the bankruptcy court having competent jurisdiction over such Chapter 11 Proceedings issuing an order that remains in effect approving (i) the assumption of such Bankrupt Manufacturer’s Manufacturer Program (and the related Assignment Agreements) by such Bankrupt Manufacturer or the trustee in bankruptcy of such Bankrupt Manufacturer under Section 365 of the Bankruptcy Code and at the time of such assumption, the payment of all amounts due and payable by such Bankrupt Manufacturer under such Manufacturer Program and the curing of all other defaults by the Bankrupt Manufacturer thereunder or (ii) the execution, delivery and performance by such Bankrupt Manufacturer of a new post-petition Manufacturer Program (and the related Assignment Agreements) on the same terms and covering the same Vehicles as such Bankrupt Manufacturer’s Manufacturer Program (and the related Assignment Agreements) in effect on the date such Bankrupt Manufacturer became subject to such Chapter 11 Proceedings and, at the time of the execution and delivery of such new post-petition Manufacturer Program, the payment of all amounts due and payable by such Bankrupt Manufacturer under such Manufacturer Program and the curing of all other defaults by the Bankrupt Manufacturer thereunder; provided, however, that notwithstanding the foregoing, the Confirmation Condition shall be deemed satisfied until the 90th calendar day following the initial filing in respect of such Chapter 11 Proceedings.

  • Step Down Conditions As of any Distribution Date on which any decrease in any Senior Prepayment Percentage may apply, (i) the outstanding Principal Balance of all Mortgage Loans 60 days or more Delinquent (including Mortgage Loans in REO and foreclosure), averaged over the preceding six month period, as a percentage of the aggregate of the Class Certificate Principal Balances of the Classes of Subordinate Certificates on such Distribution Date, does not equal or exceed 50% and (ii) cumulative Realized Losses with respect to all of the Mortgage Loans do not exceed: · for any Distribution Date on or after the seventh anniversary until the eighth anniversary of the first Distribution Date, 30% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, · for any Distribution Date on or after the eighth anniversary until the ninth anniversary of the first Distribution Date, 35% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, · for any Distribution Date on or after the ninth anniversary until the tenth anniversary of the first Distribution Date, 40% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, · for any Distribution Date on or after the tenth anniversary until the eleventh anniversary of the first Distribution Date, 45% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, and · for any Distribution Date on or after the eleventh anniversary of the first Distribution Date, 50% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date.