Legal Impediment definition

Legal Impediment has the meaning ascribed to it in Section 2.3.4.(ii)(A) hereof.

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Legal Impediment means a legal impediment preventing or restricting the transfer of an Asset or the assumption of an Assumed Liability, as the case may be, as of the Closing Date.

Legal Impediment means a legal impediment preventing or restricting the transfer of a Newco Asset or the assumption of a Newco Liability, as the case may be, in the Contribution as of the Contribution Date.

Examples of Legal Impediment in a sentence

No Legal Impediment shall have occurred; provided that the Company, in its sole discretion, may waive (in whole or in part) any failure by the Purchaser to perform its covenants and other obligations hereunder or any of the foregoing additional conditions.
If as a result of a Legal Impediment, the Bank shall incur Breakage Costs in converting from a LIBOR Loan, then the Company shall pay all such Breakage Costs to the Bank promptly upon its demand therefor for its account.
No Closing Legal Impediment shall be in effect, provided, however, that prior to asserting this condition Sellers shall have taken all actions required by Section 7.3 to prevent the occurrence or entry of any such Closing Legal Impediment and to remove or appeal as promptly as possible any such Closing Legal Impediment.
Parent shall be deemed to have waived its rights to terminate the Merger Agreement pursuant to Section 7.1(d)(iii)(B) as a result of any Legal Impediment or Charge that is not specified on such notice and of which Parent reasonably should have been aware.
To the extent permitted by Law and to the extent otherwise permissible in light of any Legal Impediment or required Consent and/or Governmental Approval, Spinco shall be entitled to, and shall be responsible for, the management and the benefits and burdens of any Delayed Transfer Asset or any Delayed Transfer Liability not yet transferred to or assumed by it as a result of this Section 2.03(a) and the Parties agree to use their respective reasonable efforts to cooperate and coordinate with respect thereto.

More Definitions of Legal Impediment

Legal Impediment means a legal impediment preventing or restricting the transfer of a Business Asset or the assumption of a Business Liability, as the case may be, in the Restructuring as of the Distribution Date.

Legal Impediment means a legal impediment, restraint or prohibition which is in effect and has the effect of preventing, restricting or otherwise prohibiting the transfer of a Generation Asset or the assumption of a Generation Liability, as the case may be, as of the Closing Date.

Legal Impediment. Section 7.1(b) “Mergers” Recitals “Merger Sub I” Preamble

Legal Impediment shall include, without limiting the generality of the following, (A) restrictions on account of applicable corporate or creditors' rights laws or contractual commitments and covenant obligations to lending institutions or other third parties and (B) a good faith determination by the Board of Directors of the Corporation that sufficient funds are not available to the Corporation to purchase the Shares. The Corporation covenants and agree to use commercially reasonable efforts to obtain any consents or waivers from third parties that may be necessary in order to eliminate or waive any Legal Impediment which could otherwise prevent the Corporation from purchasing the Shares; provided, that the Corporation shall not be required in order to obtain any such consent or waiver to incur any third party expense or enter into any unfavorable modification of any existing agreement. The Corporation's obligation to acquire the Shares (if not already purchased pursuant to the provisions of this Paragraph 8) shall resume upon the cessation of a Legal Impediment.

Legal Impediment means that there

Legal Impediment means a legal impediment to the issuance or distribution to, or the holding by, any Member of all or a portion of the voting Units otherwise issuable to such Member, whether as a result of any legal requirement, condition, requirement to obtain any approvals, or otherwise; provided, however, that the applicable legal impediment to the acquisition of voting Units will be deemed to have been resolved to the reasonable satisfaction of the Company only upon (i) delivery of written notice by the applicable Member to the Company, which notice shall include a description of such resolution on which the Company shall be entitled to rely and (ii) a written response by the Company to the Member, confirming that such resolution is reasonably satisfactory to the Company.

Legal Impediment means a legal impediment preventing or restricting the transfer of a Exchangeco Subsidiary Asset or the assumption of a Exchangeco Subsidiary Liability, as the case may be, as of the Closing Date.