Completion Payment Conditions Clause Samples

Completion Payment Conditions. STB's obligation to pay the Completion Payment to NTS shall be conditioned upon the following: a. NTS shall have satisfied the Initial Payment Conditions on or before June 14, 2006; b. the supplemental mutual release in the form of Exhibit B attached hereto, which shall be dated as of the Termination Date and which shall become effective upon execution and delivery by the other party thereto and payment by STB of the Completion Payment (the "Supplemental Release"), shall be executed by an authorized officer of NTS on behalf of NTS and delivered to STB no later than the Termination Date; c. on the Termination Date, no action, suit or proceeding shall be pending or threatened against either party which might materially and adversely affect the transactions contemplated by this Agreement; d. NTS shall have executed and delivered the agreements and instruments described in Sections 5 or 6 hereof and to which NTS is a party; e. The parties shall have effected and completed an Electronic Deconversion or Consolidation on terms and conditions consistent with this Agreement, including but not limited to the notice requirements of Section 5(b) or Section 6(b) as applicable, no later than the Termination Date or such earlier date shown on Exhibits C or D, respectively (for the sake of clarity, no Completion Payment shall be earned upon completion of Manual Deconversion); and f. NTS shall have paid to STB the net amounts required by Sections 5 or 6 of this Transition Agreement with respect to the assumption of the Customer Deposit Accounts and (if applicable) the purchase of Customer Loan Accounts by NTS (subsections (a) through (f) collectively, the "Completion Payment Conditions").