Unreasonable Condition definition

Unreasonable Condition means any modification, divestiture, restriction or condition imposed in connection with obtaining the Requisite Regulatory Approvals that would be so material and adverse with respect to the economic benefits to the Purchaser or the Sellers of the Purchase and Assumption that the Purchaser or the Sellers would not have entered into this Agreement under substantially similar economic terms had the Purchaser or Sellers known that such modification, divestiture, restriction or condition would be imposed.
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Unreasonable Condition means any modification, divestiture, restriction or condition imposed in connection with obtaining the Requisite Regulatory Approvals that (i) would be so material and adverse with respect to the benefits to the Purchaser or the Company Entities of the Purchase and Assumption that the Purchaser or the Company Entities would not have entered into this Agreement under substantially similar economic terms had the Purchaser or Company Entities known that such modification, divestiture, restriction or condition would be imposed or (ii) any condition described in Schedule 1.1 of the Company Entities’ Disclosure Schedule.
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Unreasonable Condition means any modification, divestiture, restriction or condition imposed in connection with obtaining any approval, registration, permit, consent or other authorization required to be received from an applicable Governmental Authority in order to satisfy the conditions set forth in Article VIII that would be reasonably expected to have a Purchaser Material Adverse Effect.
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Examples of Unreasonable Condition in a sentence

  • All applications for the Contracts shall be made on such forms as authorized by IDI or AMERICAN FOUNDATION.

  • No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any judgment, order, injunction, rule or decree or taken any other action that individually or in the aggregate constitutes an Unreasonable Condition (whether temporary, preliminary or permanent).

  • Completion Completion shall take place on the third business day next following the satisfaction or waiver of all the conditions precedent to the Agreement (or such other date as may be agreed by the Purchaser and the Vendor to the Agreement).

  • To the Knowledge of Circuit City, FNANB or Tyler Funding, there are no facts, events, circumstances or conditions relating to such Parties or any of their Affiliates now in existence or reasonably likely to exist prior to the Closing, which facts, events, circumstances or conditions could reasonably be expected to result in the imposition of an Unreasonable Condition by any applicable Governmental Authority.

  • To the Knowledge of Circuit City, FNANB or DCFI, there are no facts, events, circumstances or conditions relating to such Parties or any of their Affiliates now in existence or reasonably likely to exist prior to the Closing, which facts, events, circumstances or conditions could reasonably be expected to result in the imposition of an Unreasonable Condition.

  • Concerns with the GST that the real estate industry is dealing with include the GST on Land Development Rights, the Higher Rate of GST on Cement, the Unreasonable Condition of 80%, the GST on FSI fees paid to Municipal Corporations/ Governments, the GST on construction activity under the Textile Park Scheme, the Burden of Matching Concept on Builders, the Non-Availability of Input Tax Credit, and a number of other issues:1) Issue: Land Development Rights shouldn't be subject to GST.

  • The programs reported that the majority of their AOT referrals responded to the initial invitation to participate in voluntary services, and did not require a court petition or process.

  • To the Knowledge of Purchaser, there are no facts, events, circumstances or conditions relating to Purchaser or any of its Affiliates now in existence or reasonably likely to exist prior to the Closing, which facts, events, circumstances or conditions could reasonably be expected to result in the imposition of an Unreasonable Condition by any Applicable Governmental Authority.


More Definitions of Unreasonable Condition

Unreasonable Condition has the meaning ascribed thereto under Section 5.9(h);
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Unreasonable Condition means a condition subject to which a Planning Permission is issued or (as the case may be) a provision in a Planning Agreement which has the effect of:-
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Unreasonable Condition means any restriction or requirement imposed by a Governmental Authority to:
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Unreasonable Condition means any modification, divestiture, restriction or condition imposed in connection with obtaining any approval, registration, permit, consent or other authorization required to be received from an Applicable Governmental Authority in order to satisfy the conditions set forth in Article VII that (i) would be reasonably expected to have a Purchaser Material Adverse Effect (except that for purposes of this definition only, Purchaser Material Adverse Effect shall be measured based upon the effect on the credit card business of Purchaser and its Affiliates, after giving effect to the transactions contemplated in this Agreement and the Related Agreements), or (ii) would result in Purchaser and its Affiliates being deprived after Closing of substantially all of the economic value expected to be obtained by Purchaser and its Affiliates from the assets to be acquired and the transactions contemplated by this Agreement and the Related Agreements.
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Related to Unreasonable Condition

  • fair and reasonable conditions means appropriate conditions, including possible financial terms or royalty-free conditions, taking into account the specific circumstances of the request for access, for example the actual or potential value of the results or background to which access is requested and/or the scope, duration or other characteristics of the exploitation envisaged;

  • 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.

  • Unreasonably impracticable means that the measures necessary to comply with the regulations require such a high investment of risk, money, time, or any other resource or asset that the operation of a marijuana establishment is not worthy of being carried out in practice by a reasonably prudent businessperson.

  • Acute condition means a disease, illness or injury that is likely to respond quickly to treatment which aims to return the person to his or her state of health immediately before suffering the disease/ illness/ injury which leads to full recovery.

  • Unreasonable adverse effects on the environment means any unreasonable risk to humans or the environment, taking into account the economic, social, and environmental costs and benefits of the use of any pesticide.

  • Terminal condition means an incurable condition caused by injury, disease, or illness that according to reasonable medical judgment will produce death within six months, even with available life-sustaining treatment provided in accordance with the prevailing standard of medical care.

  • Rating Condition has the meaning specified in Section 2.06(c)(ii).

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

  • Release Condition means the following:

  • Abnormal Condition means any condition on the Interconnection Facilities which, determined in accordance with Good Utility Practice, is: (i) outside normal operating parameters such that facilities are operating outside their normal ratings or that reasonable operating limits have been exceeded; and (ii) could reasonably be expected to materially and adversely affect the safe and reliable operation of the Interconnection Facilities; but which, in any case, could reasonably be expected to result in an Emergency Condition. Any condition or situation that results from lack of sufficient generating capacity to meet load requirements or that results solely from economic conditions shall not, standing alone, constitute an Abnormal Condition.

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

  • Normal Operating Conditions means those Service conditions which are within the control of Grantee. Those conditions which are not within the control of Grantee include, but are not limited to, natural disasters, civil disturbances, power outages, telephone network outages, and severe or unusual weather conditions. Those conditions which are ordinarily within the control of Grantee include, but are not limited to, special promotions, pay-per-view events, rate increases, regular peak or seasonal demand periods, and maintenance or upgrade of the Cable System.

  • Reasonable Commercial Efforts means, with respect to the applicable obligation of the Company, reasonable commercial efforts for similarly situated, publicly-traded companies.

  • Release Conditions mean the following conditions: (i) Company has received the Executive’s executed Release and (ii) any rescission period applicable to the Executive’s executed Release has expired.

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

  • Specified Condition means, with respect to a party, any event specified as such for that party in Paragraph 13.

  • 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), (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%.

  • reasonable possibility means that there is a cause and effect relationship between the investigational product, study device and/or study procedure and the AE.

  • Substantial disruption means without limitation that any one or more of the following occur as a result of the bullying:

  • Acceptance Condition means the acceptance condition to any Offer;

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

  • Lowest Adjacent Grade (LAG means the elevation of the ground, sidewalk or patio slab immediately next to the building, or deck support, after completion of the building.

  • Specified Conditions means, at any time of determination thereof, (a) no Incremental Term Loans in the form of an institutional term loan B facility have been issued and are outstanding pursuant to Section 2.20 of the Credit Agreement and (b) (i) the Company’s “corporate credit rating” from S&P (or such other term as S&P may from time to time use to describe the Company’s senior unsecured non-credit enhanced long term indebtedness, such rating, the “S&P Rating”) shall be at least BBB- (with a stable outlook) and the Company’s “corporate family rating” from Xxxxx’x (or such other term as Xxxxx’x may from time to time use to describe the Company’s senior unsecured non-credit enhanced long term indebtedness, such rating, the “Xxxxx’x Rating”) shall be at least Baa3 (with a stable outlook) or (ii) (x) the Company’s S&P Rating shall be at least BBB- (with a stable outlook) or the Company’s Xxxxx’x Rating shall be at least Baa3 (with a stable outlook) and (y) the Leverage Ratio is less than or equal to 2.50 to 1.00.

  • Reasonable Distance means a distance that has regard to the Employee’s original work location, current home address, capacity of the Employee to travel, additional travelling time, effects on the personal circumstances of the affected Employee, including family commitments and responsibilities and other matters raised by the Employee, or assistance provided by their Employer.

  • Reasonable cause as used in this policy means an articulable belief based on specific facts and reasonable inferences drawn from those facts that an employee is more likely than not under the influence of controlled substances or alcohol or has used drugs or alcohol in violation of this policy. Circumstances which can constitute a basis for determining "reasonable cause" may include, but are not limited to:

  • Processes with Significant Environmental Aspects means the Equipment which, during regular operation or if not properly operated or maintained, may cause or are likely to cause an adverse effect.