Certain Conditions Precedent. 30.1.1 The effectiveness of this Sublease, Sublessor’s and Sublessee’s rights and obligations hereunder and the consummation of the transactions contemplated thereby are subject to satisfaction of the condition precedent that Sublessee has obtained the Required Authorizations (as defined below) for the Facility.
30.1.2 Sublessee (“Applicant”), with respect to the Facility, shall file and submit all applications, petitions and other documents (collectively, the “Required Authorization Applications”) that are necessary or appropriate for it to obtain all of the Required Authorizations for the Facility. Applicant shall use its commercially reasonable efforts and due diligence to obtain the Required Authorizations for the Facility and shall promptly respond to any questions or information requests from any governmental authority responsible for or otherwise involved in the review of Required Authorization Applications. Upon Sublessor’s written request, Applicant shall furnish to Sublessor copies of all Required Authorization Applications and any correspondence or other written documentation received from or delivered to any governmental authority responsible for or otherwise involved in the review of Required Authorization Applications.
30.1.3 Sublessor shall cooperate reasonably, and cause Exiting Operator to cooperate reasonably, with Applicant’s aforesaid efforts to obtain and maintain the Required Authorizations. Relative to the foregoing, each of Sublessor, Exiting Operator and Applicant, as applicable, shall (1) furnish upon request to each other such further information, (2) execute and deliver to each other such other documents and (3) do such other acts and things, all as the other party may reasonably request, for the purpose of obtaining and maintaining the Required Authorizations for the Facility.
Certain Conditions Precedent. Your DSP RSU award is expressly conditioned on: (i) your being a participant in the Gxxxxxx Sxxxx Partner Compensation Plan or the Gxxxxxx Sxxxx Restricted Partner Compensation Plan on the Date of Grant and your executing any agreement required in connection with such participation; and (ii) your executing the related signature card and returning it to the address designated on the signature card and/or by the method designated on the signature card by the date specified. unless otherwise determined by the Committee, your failure to meet these conditions will result in the cancellation of your DSP Award. Your DSP Award is subject to all terms, conditions and provisions of the Plan and this Award Agreement, including, without limitation, the arbitration and choice of forum provisions set forth in Paragraph 13. By executing the related signature card you will have confirmed your acceptance of all of the terms and conditions of this Award Agreement.
Certain Conditions Precedent to the Obligations of the Original Head Lessee and the Parent Guarantor; Certain Conditions Precedent to the Obligations of the Lessee; Conditions Precedent with respect to the Pass Through Trustee.
(a) The obligations of the Original Head Lessee and the Parent Guarantor to participate in the transactions contemplated by this Agreement on the Restatement Date, and to execute and deliver this Agreement are subject to the fulfillment, prior to or on the Restatement Date, of the following conditions precedent:
(i) Each of the Original Head Lessee and the Parent Guarantor shall have received counterparts of the following documents executed by each of the parties thereto other than the Original Head Lessee and the Parent Guarantor:
(1) this Agreement;
Certain Conditions Precedent. The respective obligations of UHC, Barisan, Mogul, AOC and Vesta (for itself and, to the extent applicable, Subco and Amalco) to complete each step of the Qualifying Transaction contemplated by this Agreement shall be subject to the satisfaction, on or before the Qualifying Transaction Date, of the following conditions precedent, each of which may be waived only by the consent of UHC, Barisan, AOC and Vesta:
(a) all resolutions and other corporate actions by:
(i) the boards of directors of each of Vesta (including in its capacity as the sole shareholder of Subco), Subco, UHC, Mogul and Barisan;
(ii) the UHC Securityholders;
(iii) the managers and Members of Excelaron; and
(iv) the board of directors of AOC, which are necessary to permit and to complete the Qualifying Transaction as contemplated herein, shall have been obtained, adopted and taken;
(b) satisfactory completion of due diligence by UHC, AOC, Mogul and Vesta in respect of the business, financial condition, prospects, assets, liabilities or operations of each of them and of Excelaron;
(c) all Regulatory Approvals shall have been obtained;
(d) all necessary consents, approvals, exemptions, and authorizations of any Government Authority (including, if applicable, any stock exchanges), directors, shareholders, lenders, lessors, and other third parties in respect of the transactions contemplated by this Agreement shall have been obtained;
(e) there shall not be any pending or threatened litigation regarding this Agreement and/or the transactions contemplated herein;
(f) the UHC Financing raising not less than $5,500,000 of gross proceeds, the closing of the Barisan Transaction and the closing of the Mogul Transaction, in a manner satisfactory to each of the Approval Parties, acting reasonably, shall have been completed;
(g) all required consents shall have been obtained;
(h) the Reorganization shall have been completed;
(i) the board of directors of Vesta shall have passed such resolutions as may be necessary to, at the Closing, grant additional Vesta Plan Options to those persons and in those amounts as may be directed by UHC provided that: (i) such grants are permitted by the policies of the TSXV, and (ii) such grants are to be made in accordance with Vesta’s existing stock option plan;
(j) the Vesta Shares issuable upon the due exercise of the Vesta UHC Replacement Warrants and the Vesta UHC Replacement Comp Warrants shall be reserved for issuance;
(k) the issuance of the Vesta Shares to be issued...
Certain Conditions Precedent. The availability of all Loans shall be subject to the conditions precedent that GC shall have received, in form and substance satisfactory to GC and its counsel:
(i) the Parent Company's Security Agreement, duly executed by the Parent Company; and
(ii) the Parent Company's Guaranty, duly executed by the Parent Company. The availability of Loans secured by any U.K. Receivables shall be subject to the conditions precedent that GC shall have received, in form and substance satisfactory to GC and its counsel:
(i) a certificate of the Secretary or other appropriate officer of Borrower Affiliate certifying (A) copies of the articles of incorporation and bylaws (or other applicable organizational documents), of the Borrower Affiliate and the resolutions and other actions taken or adopted by the Borrower Affiliate authorizing the execution, delivery and performance of the Borrower Affiliate Security Agreement and Guaranty to which it is a party (the "U.K. Documents"), and (B) the incumbency, authority and signatures of each officer of Borrower Affiliate authorized to execute and deliver the U.K. Documents, and act with respect thereto; and
(ii) a favorable legal opinion of U.K. counsel to the Borrower Affiliate as to such matters as GC may reasonably request. The availability of Loans to be secured by any Related Company Receivables shall be subject to the condition precedent that GC shall have received, in form and substance satisfactory to GC and its counsel, evidence that all filings, registrations and recordings have been made in the appropriate governmental offices, and all other action has been taken, which shall be necessary to create, in favor of GC, a perfected first priority pledge of and security interest in the Additional Collateral.
Certain Conditions Precedent. No Seller Group member shall be obligated to pay any amounts to any third party on behalf of any Buyer Group member (including, without limitation, in respect of any accounts payable of the Buyer Group for which any Seller Group member is providing Accounts Payable Services) unless and until the following conditions shall have been met:
(a) to the extent the Seller Group does not have sufficient cash receipts in respect of the accounts receivable of the Buyer Group to pay such third party, the Buyer Group shall deposit cash in an amount equal to the amount owed to such third party into the bank account of the Seller Group set forth on Schedule D attached hereto for the payment to such third party by the Seller Group; and
(b) the Buyer Service Manager shall have instructed the Seller Group in writing that such third party shall be paid. For the avoidance of doubt, no member of the Seller Group shall be liable to the Buyer, any Buyer Group member or any third party for (x) any breach of this Section 6.02 by Buyer or any Buyer Group member (including, without limitation, if the Seller Group does not pay a third party or account payable as a result of such breach) or (y) carrying out the instructions of the Buyer or any Buyer Group member, and each Buyer Group member and the Buyer, jointly and severally, shall indemnify and defend each Seller Group member against, and shall hold them harmless from, any and all Losses resulting from, arising out of, or incurred by any of them in connection with, or otherwise with respect to the foregoing.
Certain Conditions Precedent. At the option of Buyer, the obligations of Buyer under this Agreement are contingent and conditional upon any one or more of the following:
Certain Conditions Precedent. (i) Your DSP Award is made available to you solely because you are an employee of the Firm on the Date of Grant who does not own, directly or indirectly (including any right to acquire shares), more than ten percent (10%) of the issued share capital of GS Inc.
(ii) This DSP Award is expressly conditioned on: (i) your being a participant in the Gxxxxxx Sxxxx Partner Compensation Plan or the Gxxxxxx Sxxxx Restricted Partner Compensation Plan on the Date of Grant and your executing any agreement required in connection with such participation; and (ii) your executing the related signature card and returning it to the address designated on the signature card and/or by the method designated on the signature card by the date specified. unless otherwise determined by the Committee, your failure to meet these conditions will result in the cancellation of your DSP Award. This DSP Award is subject to all terms, conditions and provisions of the Plan and this Award Agreement, including, without limitation, the arbitration and choice of forum provisions set forth in Paragraph 13. By executing the related signature card, you will have confirmed your acceptance of all of the terms and conditions of this Award Agreement.
Certain Conditions Precedent. The infusion's obligations hereunder, including, without limitation, its obligation to arrange the First Funding and the Second Funding, are subject to the satisfaction or waiver, as of the applicable date(s) of performance by Infusion, of the following conditions:
7.1 Premier shall have taken all actions and proceedings required in connection with the transactions contemplated hereby to be consummated at or prior to such date(s), and all necessary consents, authorizations, approvals, filings and notices with respect to the transactions contemplated by this Agreement (including, without limitation, those required to grant Infusion the preemptive rights herein) shall have been obtained, made or given by Premier.
7.2 The applicable parties shall have entered into the First Stock Purchase Agreement, the Second Stock Purchase Agreement, the E- Commerce Services Agreement (between Premier and MeridianTelesis, LLC), the Registration and Anti-Dilution Agreements (between Premier and each of Infusion and the First Investor) and all other agreements contemplated hereby or thereby.
7.3 Premier shall have reimbursed Infusion for all expenses for which Infusion shall be reimbursed pursuant to Section 5.
7.4 The representations and warranties of Premier herein shall be true and correct at and as of such date(s), and Premier shall have performed and complied with all covenants and conditions contained herein which are required to be performed or complied with at or before such date(s).
7.5 All conditions set forth in the First Stock Purchase Agreement and the Second Stock Purchase Agreement shall have been satisfied or waived as of such date(s).
Certain Conditions Precedent. The availability of Loans under the Credit Limit set forth above with respect to the Receivables of Irish Subsidiary shall be subject to the condition precedent that GBC shall have received each of the following, in form and substance satisfactory to GBC and its counsel:
(i) the Irish Subsidiary Security Agreement, duly executed by GBC and Irish Subsidiary;
(ii) a certificate of the Secretary or other appropriate officer of the Irish Subsidiary certifying (A) copies of the constitutional documents of Irish Subsidiary and the board resolutions and other actions taken or adopted by Irish Subsidiary authorizing the execution, delivery and performance of the Irish Documents, and (B) the incumbency, authority and signatures of each officer of Irish Subsidiary authorized to execute and deliver the Irish Documents and act with respect thereto; 8 Greyrock Business Credit Continuing Guaranty -------------------------------------------------------------------------------
(iii) a favorable legal opinion of Irish counsel to Irish Subsidiary as to such matters as GBC may reasonably request; and
(iv) evidence that all filings, registrations and recordings have been made in the appropriate governmental offices, and all other action has been taken, which shall be necessary to create, in favor of GBC, a perfected first priority pledge of and security interest in the Additional Collateral. ======================================================================= Greyrock Business Credit Continuing Guaranty ------------------------------------------------------------------------------- BORROWER: GBC: QUARTERDECK CORPORATION GREYROCK BUSINESS CREDIT,
BY_______________________________ A DIVISION OF NATIONSCREDIT PRESIDENT OR VICE PRESIDENT COMMERCIAL CORPORATION
