Condition Precedent to Company's Obligations Sample Clauses

Condition Precedent to Company's Obligations. The Company's obligation to issue and deliver the Notes to be delivered to you at the Closing shall be subject to the receipt by the Company at or prior to the time of the Closing of (i) a written consent of the Lessee authorizing the Company to execute and deliver the Agreements and to issue and sell the Notes and (ii) copies of the opinions of Xxxx Xxxxxx Child & Xxxxxxx, Professional Association, Friday, Xxxxxxxx & Xxxxx LLP, and Xxxxxx Xxxx & Priest LLP referred to in Section 4.2(a) hereof.
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Condition Precedent to Company's Obligations. The Company's obligation to issue and deliver the Notes to be delivered to you at the Closing shall be subject to the receipt by the Company at or prior to the time of the Closing of (1) supplemental instructions of the Lessee authorizing the Company to execute and deliver the Agreements and to issue and sell the Notes; (2) the Lessee's consent pursuant to Section 33(b) of the Lease Agreement; and (3) copies of the opinions of Xxxx X. Abuso, Esq. and Xxxxxx Xxxx & Priest LLP, referred to in Section 4.2(a). Conditions Precedent to Purchaser's Obligations. Your obligation to purchase and pay for the Notes to be delivered to you at the Closing shall be subject to the satisfaction of the following conditions precedent prior to or contemporaneously with the delivery of the Notes to you at the Closing:
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Condition Precedent to Company's Obligations. It shall be a condition precedent to Company's obligations pursuant to Section 6.1, that Developer shall have performed all of his obligations under and pursuant to all agreements between Developer and Company. VII. ASSIGNABILITY AND SUBFRANCHISING
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Condition Precedent to Company's Obligations. The Company's obligation to issue and deliver the Notes to be delivered to you at the Closing shall be subject to the receipt by the Company at or prior to the time of the Closing of (i) a written consent of the Lessee authorizing the Company to execute and deliver the Agreements and to issue and sell the Notes and (ii) copies of the opinions of Ann G. Xxx, Xxx., Senior Counsel to Entergy Services, Inc. and Reid & Xxxxst LLP referred to in Section 4.2(a).
Sample 1
Condition Precedent to Company's Obligations. It shall be a condition precedent to Company's obligations pursuant to Section 5.6, that (a) Subfranchisor shall have performed all of its obligations under and pursuant to this Agreement and all other agreements between Subfranchisor and Company, including but not limited to the Area Development Agreements and all Franchise Agreements entered into between Company and Subfranchisor; and (b) Subfranchisor shall cause such individuals who are the ultimate shareholders of Subfranchisor or its parent corporation(s) to execute Company's standard form of unconditional guarantee of all of the obligations of Subfranchisor or any subsidiary, as applicable, under any such Franchise Agreement.
Sample 1
Condition Precedent to Company's Obligations. It shall be a condition precedent to Company’s obligations pursuant to Sections 6.1 and 6.2, and to Franchisee’s right to develop each and every Restaurant, that Franchisee shall have satisfied all of the following conditions precedent prior to Company’s acceptance of the proposed Restaurant and the site and lease or purchase agreement therefor, and the Company’s execution of the Franchise Agreement therefor: (a) Franchisee (and each of its Affiliates which have developed or operate Restaurants in the Development Area) shall have fully performed all of its obligations under this Agreement and all Franchise Agreements and other written agreements between Company and Franchisee (or any such Affiliate of Franchisee), and must not at any time following Franchisee’s submission of its Site Review Request, and until Company grants its acceptance of the proposed site, be in default of any of its contractual or other legal obligations to Company or any of its Affiliates, or any approved vendor or supplier, or to any federal, state, county or municipal agency. (b) Franchisee shall have demonstrated to Company, in Company’s discretion, Franchisee’s financial and other capacity to perform the obligations set forth in the proposed new Franchise Agreement, including Franchisee’s compliance with Section 12.5 of this Agreement and Franchisee’s submission of a comprehensive management plan acceptable to, and accepted by Company, which shall include among other reasonable requirements as may be established by Company, an organization chart and supervisory requirements for the proposed Restaurant. In determining if Franchisee is financially or otherwise capable, Company shall apply the same criteria to Franchisee as it applies to prospective area developer franchisees at that time. (c) Franchisee shall continue to operate, in the Development Area, not less than the cumulative number of Traditional Restaurants required by the Development Obligation set forth in Exhibit B to be in operation as of the end of the immediately preceding Development Period. (d) Franchisee, and each of its Affiliates who then has a currently effective Franchise Agreement or area development agreement with Company, must sign a general release of any claims they may have against Company and its Affiliates, on a form prescribed by Company.
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Related to Condition Precedent to Company's Obligations

  • Conditions to Company’s Obligations The obligations of the Company to issue and sell the Securities to each individual Purchaser and to perform its obligations under this Agreement with respect to such Purchaser are subject to the satisfaction by such Purchaser, on or before such Closing Date, of the following conditions: (a) The representations and warranties contained in Section 2.3 shall be true, complete and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, except to the extent such representations and warranties expressly relate to any earlier date (in which case such representations and warranties shall be accurate on and as of such date), and an authorized officer of such Purchaser shall have certified such compliance to the Company in writing on behalf of such Purchaser. (b) Such Purchaser shall have performed and complied in all material respects with all agreements contained herein required to be performed or complied with by it prior to or at the Closing Date, and an authorized officer of such Purchaser shall have certified such compliance to the Company in writing on behalf of such Purchaser. (c) With respect to the purchase of the Contingent Shares, the Bank shall have been named by the FDIC as the winning bidder for the Acquisition of the Target Institution, and the conditions to the release of the aggregate Purchase Price to the Company from Escrow pursuant to the Escrow Agreement shall have been satisfied. (d) With respect to a purchase of only the Non-Contingent Shares, the Company shall notify the Escrow Agent and the respective Purchasers of the number of Non-Contingent Shares allocated to them and the conditions to the release of the Purchase Price for the Non-Contingent Shares from Escrow pursuant to the Escrow Agreement or otherwise shall have been satisfied. This notice shall be given within five (5) business days of the occurrence of the: (i) receipt of a Notice of Non-Qualification, (ii) receipt of a Notice of Higher Bid, (iii) the Company or the Bank determines not to submit a Bid or failed to submit a Bid, (iv) receipt of a Delay Notice or (v) failure of the Acquisition to close by April 30, 2010. (e) The Company shall not have been notified by the FDIC that the Company is subject to the FDIC Policy Statement with respect to the Acquisition of the Target Institution and that, as a result, any Purchaser hereunder will become subject to the FDIC Policy Statement solely as a result of the purchase of the shares of Convertible Preferred Stock hereunder, assuming the accuracy of each Purchaser’s representation, warranties and covenants.

  • Conditions to Company’s Obligation to Sell The obligation of Company hereunder to issue and sell the Securities to Investor at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions: 5.1. Investor shall have executed this Agreement and delivered the same to Company. 5.2. Investor shall have delivered the Purchase Price to Company in accordance with Section 1.2 above.

  • Conditions to the Company’s Obligation 3.2.2.1 With respect to a given Purchaser, the obligation of the Company to consummate the sale of the Subordinated Notes and to effect the Closing is subject to delivery by or at the direction of such Purchaser to the Company of this Agreement, duly authorized and executed by such Purchaser.

  • CONDITIONS PRECEDENT TO THE COMPANY'S OBLIGATIONS The obligation of the Company to consummate the transactions contemplated hereby shall be subject to the fulfillment, on or prior to Closing Date, of the following conditions:

  • CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL The obligation of the Company hereunder to issue and sell the Note to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion: a. The Buyer shall have executed this Agreement and delivered the same to the Company. b. The Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above. c. The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date. d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

  • Conditions to the Company’s Obligations The Company’s obligation to issue and sell the Units to the Investor shall be subject to: (i) the receipt by the Company of the purchase price for the Units being purchased hereunder as set forth on the Signature Page and (ii) the accuracy of the representations and warranties made by the Investor and the fulfillment of those undertakings of the Investor to be fulfilled prior to the Closing Date.

  • CONDITIONS TO COMPANY’S OBLIGATIONS AT THE CLOSING The Company’s obligation to complete the sale and issuance of the Securities and deliver Securities to each Purchaser, individually, as set forth in the Schedule of Purchasers at the Closing shall be subject to the following conditions to the extent not waived by the Company:

  • CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL The obligation of the Company hereunder to issue and sell the Note to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion: a. The Buyer shall have executed this Agreement and delivered the same to the Company. b. The Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above. c. The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date. d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

  • CONDITIONS OF THE COMPANY'S OBLIGATION TO SELL The obligation hereunder of the Company to issue and sell the Securities to the Investor is further subject to the satisfaction, at or before each Closing Date, of each of the following conditions set forth below. These conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion. (A) The Investor shall have executed this Agreement and the Registration Rights Agreement and delivered the same to the Company. (B) The Investor shall have delivered to the Company the Purchase Price for the Securities being purchased by the Investor between the end of the Pricing Period and the Closing Date via a Put Settlement Sheet (hereto attached as Exhibit D). Immediately after receipt of confirmation of delivery of such Securities to the Investor, the Investor, by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company, will disburse the funds constituting the Purchase Amount. (C) The representations and warranties of the Investor shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date as though made at that time and the Investor shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Equity Line Transaction Documents to be performed, satisfied or complied with by the Investor on or before such Closing Date. (D) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement.

  • CONDITIONS TO THE COMPANY'S OBLIGATIONS AT CLOSING The obligations of the Company to the Purchasers under this Agreement are subject to the fulfillment or waiver, on or before the Closing, of each of the following conditions:

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