Inability to Effect the Deferred Closing Sample Clauses

Inability to Effect the Deferred Closing. In the event that the parties are unable to consummate the Deferred Closing for any of the Deferred Jurisdictions on or before the Termination Date, then (i) the Seller shall have the right to commence winding down the Local Operations for such Deferred Jurisdiction (the “Local Wind Down”) in a manner that Seller deems reasonable, and (ii) in the event of a loss of substantial Local Operations in a Deferred Jurisdiction as a result of a Local Wind Down, the Seller shall pay to the Purchaser an amount to be mutually agreed by the parties in good faith, which amount is intended to compensate the Purchaser for any such loss of substantial Local Operations in such Deferred Jurisdiction as a result of a Local Wind Down (specifically, the Communications Assets and Communications Liabilities in the applicable Deferred Jurisdiction that were subject to a Local Wind Down, taking into account the number of personnel lost, their identity and their location and taking into account whatever assets were in fact conveyed by Seller to Purchaser and whatever personnel were in fact (or could have been) hired by Purchaser had the following proviso been complied with); provided, however, that (x) the Purchaser has used its best efforts to mitigate the Losses to it of not being transferred such Local Operations, including, but not limited to, the solicitation of employment, and the hiring, of the same personnel employed in such Local Operations and otherwise; (y) any replacement of assets and/or personnel in such Deferred Jurisdiction for which compensation is sought hereunder shall be no more extensive in scope or cost than is necessary for the Purchaser to continue the operation of the Communications Business in such Deferred Jurisdiction in the same manner and to the same extent as if the Local Operations had been transferred at the Delayed Closing (and further, with respect to personnel, such persons shall be no more qualified than the existing personnel); and (z) the Purchaser and its subsidiaries are not in material breach of any of its obligations or covenants under this Article I. Notwithstanding the foregoing, in the event that the Purchaser or any of its Subsidiaries is in material breach of any of its obligations or covenants to effect a Deferred Closing (including a refusal to accept the transfer of any Newco Employees or Communication Assets in connection with such Deferred Closing), then in such case Purchaser shall pay, indemnify and hold harmless the Xxxxxxx In...
Sample 1
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Related to Inability to Effect the Deferred Closing

  • Termination of Obligations to Effect Closing; Effects (a) The obligations of the Company, on the one hand, and the Investors, on the other hand, to effect the Closing shall terminate as follows:

  • Conditions to Obligation of Each Party to Effect the Merger The respective obligations of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions:

  • Conditions to Obligation of the Company to Effect the Merger Unless waived by the Company, the obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Effective Time of the following additional conditions:

  • Annual Statement as to Compliance, Notice of Servicer Termination Event (a) To the extent required by Section 1123 of Regulation AB, the Servicer, shall deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent and each Rating Agency, on or before March 31 (or 90 days after the end of the Issuer’s fiscal year, if other than December 31) of each year (regardless of whether the Seller has ceased filing reports under the Exchange Act), beginning on March 31, 2019, an officer’s certificate signed by any Responsible Officer of the Servicer, dated as of December 31 of the previous calendar year, stating that (i) a review of the activities of the Servicer during the preceding calendar year (or such other period as shall have elapsed from the Closing Date to the date of the first such certificate) and of its performance under this Agreement has been made under such officer’s supervision, and (ii) to such officer’s knowledge, based on such review, the Servicer has fulfilled in all material respects all its obligations under this Agreement throughout such period, or, if there has been a failure to fulfill any such obligation in any material respect, identifying each such failure known to such officer and the nature and status of such failure.

  • Conditions to Each Party’s Obligation to Effect the Exchange The obligation of each party to effect the Exchange and otherwise consummate the transactions contemplated by this Agreement is subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

  • Waiver of Past Events of Servicing Termination The Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may, on behalf of all Noteholders, waive any Event of Servicing Termination and its consequences, except an event resulting from the failure to make any required deposits to or payments from the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account in accordance with this Agreement. Upon any such waiver of an Event of Servicing Termination, such event shall cease to exist, and shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other event or impair any right arising therefrom, except to the extent expressly so waived.

  • Conditions to Each Party’s Obligation to Effect the Closing The respective obligation of each party to effect the Closing shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions:

  • Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes (a) If the Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date and a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change, the Company shall, under the circumstances described below, increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional shares of Common Stock (the “Additional Shares”), as described below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant Notice of Conversion is received by the Conversion Agent from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change) (such period, the “Make-Whole Fundamental Change Period”).

  • Conditions Precedent to Effective Date This Agreement shall become effective on the date (such date, the “Effective Date”) when each of the following conditions is satisfied (or waived) in accordance with the terms herein:

  • Conditions to Each Party’s Obligation to Effect the Merger The respective obligation of each party to effect the Merger is subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

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