CERTAIN ADDITIONAL CONDITIONS a. Entrants assume all risk of loss, damage, destruction, delay or misdirection of materials/mail/email submitted to Sponsor.
b. Sponsor accepts no responsibility or liability for Prize(s) which may be lost and/or stolen via the method of delivery to the Prize Winner.
c. Sponsor reserves the right to cancel, suspend, and/or modify the Giveaway and/or extend or delay the Giveaway Entry Period or any part of thereof: (1) for any reason, (2) due to force majeure (e.g. an act of war or terror), or (3) if any other factor beyond Sponsor’s reasonable control impairs the integrity or proper functioning of the Giveaway in any manner, or for any reason related to the administration of the Giveaway, as determined by Sponsor in its sole discretion. In the event the Giveaway is not capable of running as planned, including due to infection by computer virus or bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes beyond the control of Sponsor, which corrupt or affect the operation, administration, security, fairness, integrity or proper conduct of the Giveaway, Sponsor may, in its sole and absolute discretion and without any fault or liability, void any suspect entries and (a) cancel the Giveaway; (b) modify the Giveaway or suspend the Giveaway to address the impairment and then resume the Giveaway in a manner that best conforms to the spirit of these Terms and Conditions; and/or (c) award the Prize from among the eligible, non-suspect Entries received up to the time of the impairment in accordance with the criteria in these Terms and Conditions. Sponsor reserves the right in its sole discretion to disqualify any individual it finds to be involved with tampering with the Entry process or the operation of the Giveaway, or to be acting in violation of these Terms and Conditions. Except where prohibited by law, the Giveaway winner agrees to grant OPTAVIA, its parents, affiliates and subsidiary companies, an irrevocable and transferrable license to use his/her name, photograph, likeness, city and/or state for advertising and publicity purposes for no additional compensation. Such material may be published through any form of media, including but not limited to print, social media, and on the Internet.
d. Failure to abide by these Terms and Conditions may result in disqualification, at the Sponsor’s sole discretion.
CERTAIN ADDITIONAL CONDITIONS. Section 3.01(r) of the Note and Guarantee Agreement is hereby relettered as Section 3.01(s) and a new Section 3.01(r) is hereby inserted into the Note and Guarantee Agreement to read as follows:
CERTAIN ADDITIONAL CONDITIONS. Evidence satisfactory to the Purchasers that:
(i) without limiting the generality of the representation and warranty set forth in Section 4.01(g) which, pursuant to clause (i) of the last paragraph of this Section 3.01 must be true and correct as a condition to the purchase of Notes hereunder, the destruction of the World Trade Center on September 11, 2001, and the collapse of neighboring buildings and market disruptions as a consequence thereof (and any damage that may have been caused to fiberoptic networks of the Borrower and its Restricted Subsidiaries in that area) will not result in a material adverse effect on the business, assets, results of operations, financial condition or liabilities of the Borrower and its Restricted Subsidiaries and
(ii) subsequent to the date hereof (i.e. September 6, 2001) no adverse change in financial, banking or capital market conditions has occurred that, in the judgment of each Purchaser, could materially impair the ultimate syndication or distribution of the Commitments or Notes issued under this Agreement or otherwise render the purchase of the Notes inadvisable."
CERTAIN ADDITIONAL CONDITIONS. Participants in this Promotion assume all risk of loss, damage, destruction, delay or misdirection of materials/emails submitted to OPTAVIA. OPTAVIA/Sponsor reserves the right to cancel, suspend, and/or modify the Promotion and/or extend or delay the Qualification Period or any part of thereof for any reason, due to force majeure (e.g. an act of war or terror), or if any other factors beyond Sponsor’s reasonable control impairs the integrity or proper functioning of the Promotion in any manner, or for any reason related to the administration of the Promotion, as determined by Sponsor in its sole discretion. In the event the Promotion is not capable of running as planned, including due to infection by computer virus or bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes beyond the control of Sponsor, which corrupt or affect the operation, administration, security, fairness, integrity or proper conduct of the Promotion, Sponsor may, in its sole and absolute discretion and without any fault or liability, void any suspect entries and (a) cancel the Promotion; (b) modify the Promotion or suspend the Promotion to address the impairment and then resume the Promotion in a manner that best conforms to the spirit of these Terms and Conditions; and/or (c) award the prize or any Incentives from among the eligible, non-suspect entries received up to the time of the impairment in accordance with the criteria in these Terms and Conditions. Sponsor reserves the right in its sole discretion to disqualify any individual it finds to be involved with tampering with the entry process or the operation of the Promotion, or to be acting in violation of these Terms and Conditions. Sponsor may disqualify any person whom it considers to have intentionally violated these Terms and Conditions or any element of this Promotion. By participating, the Coach agrees to be bound by the Terms and Conditions, and the decisions of Sponsor and to waive any right to claim ambiguity in these Terms and Conditions. Sponsor is not responsible for technical, hardware, software, or telephone failures of any kind, lost or unavailable network connections, fraud, incomplete, garbled, or delayed computer transmissions, whether caused by Sponsor, users or by any of the equipment or programming associated with or utilized in the Promotion or by technical or human error which may occur and/or which may damage a user’s system, hardware or software or limit a Coach’s abili...
CERTAIN ADDITIONAL CONDITIONS. No Conversion of Bonds from one Interest Rate Period to another shall take effect under this Indenture unless each of the following conditions, to the extent applicable, shall have been satisfied:
(i) With respect to the new Interest Rate Period, there shall be in effect a Credit Facility if and as required under Section 2.17 hereof.
(ii) The Trustee shall have received a Favorable Opinion of Bond Counsel with respect to such Conversion.
(iii) In the case of any Conversion with respect to which there shall be no Credit Facility in effect to provide funds for the purchase of Bonds on the Conversion Date, the remarketing proceeds available on the Conversion Date shall not be less than the amount required to purchase all of the Bonds at the Purchase Price (but not including any premium) in which case the provision of Section 2.28 shall apply.
CERTAIN ADDITIONAL CONDITIONS. A. Xx. Xxxxxxx Xxxxxxx and the Bank, have entered into a mutually agreeable employment agreement for the employment of Xx. Xxxxxxx as an officer of the Bank in a form essentially the same as the form of employment agreement attached hereto as Exhibit "B" completed to provide ----------- approximately the same compensation and benefits as Xx. Xxxxxxx is currently receiving.
B. The Bank shall have adopted a severance policy providing for the payment to any employee who is involuntarily dismissed within the first 180 days after the Closing Date, an amount equal to at least one week's pay for each year of service or portion thereof by such employee, which policy will be honored after the Closing with respect to the employees of the Bank as of the date of the Closing.
C. Each of the persons who is a party to a currently effective executive supplemental income agreement ("ESI") or director's deferred income agreement ("DDI") shall have entered into an agreement that modifies each ESI or DDI to (a) provide that the obligations of FTC and the Bank under such agreements are limited to certain insurance policies and the proceeds or funds received therefrom, and (b) create a trust arrangement to hold such insurance policies for the benefit of the persons subject to such agreements, with the remainder interests in such policies to be held for the Bank.
CERTAIN ADDITIONAL CONDITIONS. A. Xx. Xxxxxxx Xxxxxxx and the Bank, shall have entered into a mutually agreeable employment agreement for the employment of Xx. Xxxxxxx as an officer of the Bank in a form essentially the same as the form of employment agreement attached hereto as Exhibit "B", completed to provide ------------ approximately the same compensation and benefits as Xx. Xxxxxxx is currently receiving.
B. No more than three bank officers mutually agreed between FTC and BOKF, other than Xx. Xxxxxxx, shall have, entered into mutually agreeable employment agreements for their employment as officers of the Bank in a form essentially the same as the form of employment agreement attached hereto as Exhibit "B", completed to provide approximately the same compensation and ----------- benefits as each is currently receiving.
C. Each of the persons who is a party to a currently effective ESI or DDI shall have entered into an agreement that modifies each ESI or DDI to (a) provide that the obligations of FTC and the Bank under such agreements are limited to certain insurance policies and the proceeds or funds received therefrom, and (b) create a trust arrangement to hold such insurance policies for the benefit of the persons subject to such agreements, with the remainder interests in such policies to be held for the Bank.
CERTAIN ADDITIONAL CONDITIONS. No Conversion from one Interest Rate Period to another shall take effect under this Series 2014A Supplemental Trust Agreement unless each of the following conditions, to the extent applicable, shall have been satisfied.
(i) The School Board shall have obtained and provided to the Trustee the written consent of the Liquidity Provider, if the Liquidity Facility is to remain in effect following the Conversion.
(ii) With respect to a new Interest Rate Period, there shall be in effect a Liquidity Facility if and as required under Section 501.
(iii) The Trustee shall have received a Favorable Opinion with respect to such Conversion dated the effective date of such Conversion.
(iv) In the case of any Conversion with respect to which there shall be no Liquidity Facility in effect to provide funds for the purchase of Series 2014A Certificates on the Conversion Date, the remarketing proceeds available on the Conversion Date shall not be less than the amount required to purchase all of the Series 2014A Certificates subject to such Conversion at the Tender Price, not including any premium.
(v) [Reserved]
(vi) In the case of any Conversion to an ARS Interest Rate Period, prior to the Conversion Date the School Board shall have appointed an Auction Agent and one or more Broker-Dealers and there shall have been executed and delivered an Auction Agent Agreement and a Broker-Dealer Agreement for each Broker-Dealer.
(vii) In the case of any Conversion of the Series 2014A Interest to any Interest Rate Period during which the continuing disclosure requirements of the Rule would apply, prior to the Conversion Date the School Board shall have entered into a written undertaking, satisfactory in form and substance to the Remarketing Agent, whereby the School Board agrees to comply with the continuing disclosure requirements of the Rule, if and as then applicable.
(viii) The School Board shall have given notice of the proposed Conversion to each Rating Agency then maintaining a rating on the Series 2014A Certificates at the School Board’s request, at least 30 days prior to the proposed Conversion Date.
CERTAIN ADDITIONAL CONDITIONS. Each of the following conditions shall have been satisfied (any of which may be waived by the Buyer in its sole discretion):
(a) The Company shall have engaged KPMG to conduct an audit of the ten (10) months ended April 30, 2005, the cost of which shall be paid by the Company;
(b) The Company shall have engaged KPMG to provide a quarterly review for the three (3) months ended June 30, 2005, September 30, 2005 and December 31, 2005, the cost of which shall be paid by the Buyer;
(c) The Company shall make the following adjustments to its books and records:
(i) the creation of inventory reserve for all items that would not be sold within twelve (12) months;
(ii) the creation of a bad debt reserve for any debts that are more than sixty (60) days past due or are deemed uncollectable;
(iii) the creation of an employment indemnity based on KPMG’s recommendation;
(iv) the creation of a reserve for all rebates;
(v) the creation of a reserve for all foreign exchange losses; and
(vi) the write down of property, plant, equipment and other assets to fair market value;
(d) The Company’s [CONFIDENTIAL TREATMENT REQUESTED] quotaholders’ equity (based upon US GAAP) as of June 30, 2005 shall not exceed [CONFIDENTIAL TREATMENT REQUESTED];
(e) The Company’s net loss (based upon Italian GAAP) for the fiscal year ended June 30, 2005 shall not exceed [CONFIDENTIAL TREATMENT REQUESTED];
(f) The Company’s net profit (based upon US GAAP) for the fiscal year ended June 30, 2005 shall be no less than [CONFIDENTIAL TREATMENT REQUESTED];
(g) The Company’s earnings before interest, taxes, depreciation and amortization (based upon US GAAP) for the fiscal year ended June 30, 2005 shall be no less than [CONFIDENTIAL TREATMENT REQUESTED]; and
(h) The Company’s total short- and long-term bank debt at the Closing (based upon US GAAP) shall not exceed [CONFIDENTIAL TREATMENT REQUESTED].
CERTAIN ADDITIONAL CONDITIONS. In order to clarify certain matters and in light of the unique terms of the tangible equity units, the Company and you hereby further acknowledge and agree as follows:
