Seller Burdensome Condition definition

Seller Burdensome Condition means any conditions, restrictions or requirements which Seller reasonably determines in good faith would, individually or in the aggregate, materially reduce the benefits of the transactions contemplated by this Agreement to Seller or which requires any contribution, guarantee or keep-well commitment or other commitment or other financial, operational or other obligation of Seller or its Affiliates. Subject to applicable Laws relating to the sharing of information, each of Seller and Purchaser shall promptly notify each other of any communication it receives from any Governmental Authority relating to the matters that are the subject of this Agreement and, to the extent practicable, permit the other party to review in advance, and consider in good faith the views of the other Party in connection with, any proposed written communication to any Governmental Authority in connection with the transactions contemplated by this Agreement, and promptly provide each other with copies of all correspondence or communications between such party or any of its Representatives, on the one hand, and any Governmental Authority or members of the staff of any Governmental Authority, on the other hand. No party shall participate, agree to participate or permit its Representatives to participate or agree to participate, in any meeting with any Governmental Authority relating to the matters that are the subject of this Agreement unless to the extent reasonably practicable it consults with the other parties in advance and, to the extent reasonably practicable and permitted by the applicable Governmental Authority, gives the other parties the reasonable opportunity to attend and participate prior to participating in any meeting with any Governmental Authority in respect of such transactions. Seller and Purchaser shall coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties may reasonably request in connection with the foregoing. Notwithstanding anything to the contrary in this Section 5.3(d), no Party nor any of its Affiliates shall be required to disclose to the other, or permit such other Party to participate in any meeting with a Governmental Authority with respect to, (i) any information that in the reasonable judgment of such Party would result in the disclosure of any trade secrets of third parties or violate any of its contractual obligations or obligations with respect to confidentiality, (ii) any p...
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Seller Burdensome Condition shall have the meaning ascribed to such Term in Section 5.5(b) hereof.
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Seller Burdensome Condition has the meaning set forth in Section 7.3(f).
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Examples of Seller Burdensome Condition in a sentence

  • No Governmental Entity of competent jurisdiction and authority shall have issued an Order in connection with any Required Regulatory Approval that remains in effect and imposes a Seller Burdensome Condition.

  • Anything to the contrary in Section 9.3 notwithstanding: Seller shall not be entitled to receive, and Purchaser shall not be obligated to pay, the Purchaser Termination Fee in the event that (a) Seller has failed to agree or to commit to undertake a Seller Burdensome Condition or (b) Seller has failed to perform in any material respect any of its obligations under Section 5.5 and the conditions in Section 8.1(a) and Section 8.1(b) would have been satisfied but for such failure.

  • For the avoidance of doubt, the obligations under this Section 5.1(a) shall not require Seller or any of its Affiliates to take any action in relation to any actual or proposed Seller Burdensome Condition.

  • All waiting periods applicable to the transactions contemplated by this Agreement or the Ancillary Agreements under the HSR Act shall have expired or been terminated without the imposition of a Seller Burdensome Condition.


More Definitions of Seller Burdensome Condition

Seller Burdensome Condition means any term, condition, requirement, sanction or similar measures, directed, required, mandated, Ordered or otherwise imposed by a Governmental Authority in connection with a Combined Required Buyer Regulatory Approval, a Combined Required Seller Regulatory Approval, the Combined Transactions or the Combined Initial Prayer Matters that, individually or in the aggregate with any other terms, conditions, requirements, sanctions or similar measures directed, required, mandated, Ordered or otherwise imposed by a Governmental Authority in connection with a Combined Required Buyer Regulatory Approval or a Combined Required Seller Regulatory Approval or the Combined Transactions, would, or would be reasonably expected to, have a material adverse effect on the business, assets, Liabilities, properties, results of operations, or condition (financial or otherwise) of the Combined Sellers, taken as a whole, as contemplated to exist immediately after giving effect to the Combined Transactions and Combined Closings; provided, that, the Combined Sellers, taken as a whole, shall be deemed to be a consolidated group of entities of the size and
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Seller Burdensome Condition means any requirement, obligation or condition imposed by FERC or the NMPRC on WST Seller, its Affiliates or the Project as a condition of granting the FERC 203 Approval, FERC 205 Approval or NMPRC Approval, as applicable, which requirement, obligation or condition would: (a) impose a material limitation on the Project Costs allowed to be included in the incremental rates sought by Buyer, in the case of the FERC 205 Approval, or paid by Buyer pursuant to this Agreement, in the case of the FERC 203 Approval or the NMPRC Approval (in each case, subject to Section 6.6(i) ); (b) require the divestiture of any portion of the Project Assets or other assets or businesses of WST Seller or its Affiliates (other than any immaterial portion of the Project Assets or other immaterial assets of businesses of WST Seller or its Affiliates); or (c) otherwise result in or require WST Seller or its Affiliates to take on risks, responsibilities or Liabilities (other than any immaterial risks, responsibilities or Liabilities) that were not anticipated or expected pursuant to this Agreement .
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Seller Burdensome Condition has the meaning set out in clause 4.1.
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Seller Burdensome Condition means any action or condition that (i) requires the Seller or the Parent or any of their respective Affiliates to agree to provide any capital to any Company Group Member, (ii) requires the Seller or the Parent or any of their respective Affiliates to agree to reduce its ownership stake or voting (or similar control) rights in the Company (or enter into any commitment to reduce its ownership stake or voting (or similar control) rights over time) or otherwise change the governance or ownership structure of the Seller, the Parent or their respective Material Subsidiaries, including by entering into any joint venture, partnership, voting trust or similar arrangement with any partner, co-investor or other third party, or (iii) individually or in the aggregate with any other actions proposed to be taken in accordance with clause 4.3, would result in, or would reasonably be expected to result in, a material adverse effect on the present or prospective consolidated business, assets, liabilities, results of operations or condition (financial or otherwise) of the Seller and the Parent or any of their respective Affiliates (without giving effect to the acquisition of any Group Company), taken as a whole.
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Seller Burdensome Condition means any requirement, obligation or condition imposed by FERC or the NMPRC on WST Seller, its Affiliates or the Project as a condition of granting the FERC 203 Approval, FERC 205 Approval or NMPRC Approval, as applicable, which requirement, obligation or condition would: (a) impose a material limitation on the Project Costs allowed to be included in the incremental rates sought by Buyer, in the case of the FERC 205 Approval, or paid by Buyer pursuant to this Agreement, in the case of the FERC 203 Approval or the NMPRC Approval (in each case, subject to Section 6.6(i)); (b) require the divestiture of any portion of the Project Assets or other assets or businesses of WST Seller or its Affiliates (other than any immaterial portion of the Project Assets or other immaterial assets of businesses of WST Seller or its Affiliates); or (c) otherwise result in or require WST Seller or its Affiliates to take on risks, responsibilities or Liabilities (other than any immaterial risks, responsibilities or Liabilities) that were not anticipated or expected pursuant to this Agreement .
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Related to Seller Burdensome Condition

  • Burdensome Condition has the meaning set forth in Section 5.06(a).

  • Burdensome Restrictions means any consensual encumbrance or restriction of the type described in clause (a) or (b) of Section 6.10.

  • restrictive condition means any condition registered against the title deed of land restricting the use, development or subdivision of the land concerned:

  • Environmental Approvals means any present or future permit, licence, approval, ruling, variance, exemption or other authorisation required under the applicable Environmental Laws.

  • Unsafe condition as used in this clause means the actual or potential exposure of contractor or Government employees to a hazardous material as defined in Federal Standard No. 313, and any revisions thereto during the term of this contract, or any other material or working condition designated by the Contracting Officer's Technical Representative (COTR) as potentially hazardous and requiring safety controls.

  • Required Consents shall have the meaning set forth in Section 4.5.

  • Environmental Approval means any consent, authorisation, licence or approval of any governmental or public body or authorities or courts applicable to any Relevant Ship or its operation or the carriage of cargo and/or passengers thereon and/or the provision of goods and/or services on or from such Relevant Ship required under any Environmental Law;

  • Governmental Approvals means all authorizations, consents, approvals, licenses and exemptions of, registrations and filings with, and reports to, all Governmental Authorities.

  • Pre-Existing Conditions means, in respect of the Insured Person, any Sickness, Disease, Injury, physical, mental or medical condition or physiological degradation, including Congenital Condition, that has existed prior to the Policy Issuance Date or the Policy Effective Date, whichever is the earlier. An ordinary prudent person shall be reasonably aware of a Pre- existing Condition, where -

  • Failed Remarketing Condition—Purchased VRDP Shares means that the Liquidity Provider acquires and continues to be the beneficial owner for federal income tax purposes of any shares of a Series of VRDP Shares in connection with purchases made pursuant to the Purchase Obligation (whether as a result of an unsuccessful Remarketing or a Mandatory Purchase) on any Purchase Date, including shares of a Series of VRDP Shares that the Liquidity Provider continues to be the beneficial owner of for federal income tax purposes after the expiration or termination of the VRDP Shares Purchase Agreement.

  • Required Governmental Approvals has the meaning set forth in Section 3.03.

  • Limited Condition Transaction means any Acquisition Transaction or any other acquisition or Investment permitted by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining, third party financing.

  • Customary Post-Closing Consents means the consents and approvals from Governmental Authorities for the assignment of the Assets to Buyer that are customarily obtained after the assignment of properties similar to the Assets.

  • Required Consent has the meaning set forth in Section 4.4.

  • Failed Remarketing Condition—Unpurchased VRDP Shares means that a Beneficial Owner (other than the Liquidity Provider or its affiliates) continues to hold VRDP Shares, that were subject to a Tender in accordance with this Agreement, after any Purchase Date as a result of the failure by the Liquidity Provider for any reason to purchase such VRDP Shares pursuant to the Purchase Obligation (whether as a result of an unsuccessful Remarketing or a Mandatory Purchase) ("Unpurchased VRDP Shares"), until such time as all Outstanding Unpurchased VRDP Shares are (i) successfully remarketed pursuant to a Remarketing, (ii) purchased by the Liquidity Provider pursuant to the Purchase Obligation, or (iii) if not successfully remarketed pursuant to a Remarketing or purchased by the Liquidity Provider pursuant to the Purchase Obligation, the subject of a validly tendered Notice of Revocation (or any combination of the foregoing); and any Unpurchased VRDP Shares shall be deemed tendered for Remarketing until the earliest to occur of the foregoing events (i), (ii) or (iii) with respect to such Unpurchased VRDP Shares.

  • Pre-Existing Condition means an illness, disease, or other condition during the 180 day period immediately prior to the Effective Date of Your coverage for which You or Your Traveling Companion, Business Partner or Family Member: 1) received or received a recommendation for a test, examination, or medical treatment; or 2) took or received a prescription for drugs or medicine. Item (2) of this definition does not apply to a condition which is treated or controlled solely through the taking of prescription drugs or medicine and remains treated or controlled without any adjustment or change in the required prescription throughout the 180 day period before Your coverage is effective under this policy.

  • Closing Conditions shall include, but are not limited to, SI Securities determining in its sole discretion that at the time of a closing, the Minimum Offering has been met, the investment remains suitable for investors, investors have successfully passed ID, KYC, AML, OFAC, and suitability screening, and that Issuer has completed all actions required by it as communicated by SI Securities at the time of a closing.

  • Material Consents as defined in Section 7.3.

  • Governmental Approval is any consent, authorization, approval, order, license, franchise, permit, certificate, accreditation, registration, filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority.

  • Environmental Permits means all permits, licenses, authorizations, certificates, approvals or registrations required by any Governmental Authority under any Environmental Laws.

  • Licence Conditions means the licence terms and conditions contained in this document, as amended from time to time in accordance with this agreement.

  • Business Condition of any Person shall mean the condition (financial or other), earnings, results of operations, business, properties or prospects of such Person.

  • Parent Permits has the meaning set forth in Section 4.1.

  • Required Approvals shall have the meaning ascribed to such term in Section 3.1(e).

  • Seller Consents has the meaning set forth in Section 3.03.

  • Minimum Condition has the meaning set forth in Annex I.