Condition Subsequent. This Agreement shall terminate, automatically, without any procedures being taken, in the event that the Qualified Person is not in the position of director, corporate executive officer, or employee of the Corporation or of the Sony Group Companies on the Allotment Date.
Condition Subsequent. 39 3.4 Term........................................................... 40 3.5
Condition Subsequent. As a condition subsequent to initial closing hereunder, Borrowers shall perform or cause to be performed the following (the failure by Borrowers to so perform or cause to be performed constituting an Event of Default):
(a) within 30 days of the Closing Date, deliver to Foothill the certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 6.10, the form and substance of which shall be satisfactory to Foothill and its counsel.
Condition Subsequent. 38 3.4 Term; Automatic Renewal........................................................................38 3.5
Condition Subsequent. 8.1 The Seller shall procure that Completion Accounts are delivered to the Buyer as soon as practicable after Completion, together with a calculation of the adjustment to the Purchase Price required under Clause 5.2, in accordance with Schedule 3.
8.2 The Buyer shall procure the release of the Existing Guarantee in accordance with Schedule 3, and the Seller shall provide all assistance reasonably requested by the Buyer in connection with such release of the Existing Guarantee (at the Buyer’s sole expense).
8.3 The Buyer shall indemnify the Seller against any claim made under the Existing Guarantee in the period between Completion and the release of the Existing Guarantee as a condition subsequent to Completion in accordance with Clause 8.1 and Schedule 3 and all other reasonable costs and expenses (including legal fees) suffered or incurred by the Seller arising out of or in connection with any such claim (any such costs and expenses to be itemised accordingly).
8.4 This indemnity shall not cover the Seller to the extent that a claim under it results from the Seller’s negligence or wilful misconduct.
8.5 If any third party makes a claim, or notifies an intention to make a claim, against the Seller which may reasonably be considered likely to give rise to a liability under this indemnity (a “Claim”), the Seller shall:
(a) as soon as reasonably practicable, give written notice of the Claim to the Buyer, specifying the nature of the Claim in reasonable detail;
(b) not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Buyer (such consent not to be unreasonably conditioned, withheld or delayed);
(c) give the Buyer and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Seller, so as to enable the Buyer and its professional advisers to examine them and to take copies (at the Buyer’s expense) for the purpose of assessing the Claim; and
(d) be deemed to have given to the Buyer sole authority to avoid, dispute, compromise or defend the Claim.
8.6 If a payment due from the Buyer under this clause is subject to tax (whether by way of direct assessment or withholding at its source), the Seller shall be entitled to receive from the Buyer such amounts as shall ensure that the net rece...
Condition Subsequent. As a condition subsequent to initial closing hereunder, Borrower shall perform or cause to be performed the following (the failure by Borrower to so perform or cause to be 41 performed constituting an Event of Default):
(a) within 30 days of the Closing Date, deliver to Agent the certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 6.10, the form and substance of which shall be reasonably satisfactory to Agent, each Lender, and their respective counsel.
Condition Subsequent. As a condition subsequent to initial closing hereunder, Borrower shall perform or cause to be performed the following (the failure by Borrower to so perform or cause to be performed constituting an Event of Default):
(a) (i) within 10 Business Days following the Closing Date, Borrower shall have ordered certificates of status with respect to Borrower from the appropriate officer of the jurisdictions in which its failure to be duly qualified or licensed would constitute a Material Adverse Change and paid all fees necessary to obtain such certificates of status, and (ii) within 5 Business Days of receipt by Borrower or its counsel of any such certificate, deliver such certificate to Foothill, which certificate shall indicate that Borrower is in good standing in the applicable jurisdiction;
(b) within 30 days of the Closing Date, deliver to Foothill the certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 6.10, the form and substance of which shall be reasonably satisfactory to Foothill and its counsel;
(c) on or before December 31, 1999, Foothill shall have received each of the following documents, duly executed, and each such document shall be in full force and effect:
(i) The IPS Copyright Security Agreement; and
(ii) The IPS Trademark Security Agreement;
(d) upon the request of Foothill (if ever) after the Closing Date, within 30 days after the date of such request:
(i) a Mortgage on any Real Property acquired by Borrower after the Closing Date shall have been duly executed and delivered by Borrower, and the same shall be in full force and effect, and such Mortgage shall have been recorded in the office of the county recorder for the county in which such Real Property is located;
(ii) Foothill shall have received supplemental opinions of Borrower's counsel, in form and substance satisfactory to Foothill in its sole discretion, in respect of the Mortgage on such after acquired Real Property;
(iii) Foothill shall have received a preliminary title report in respect of such after acquired Real Property in form and substance reasonably satisfactory to Foothill; and
(iv) Foothill shall have received a phase-I environmental report and a real estate survey shall have been completed with respect to such after acquired Real Property and copies thereof delivered to Foothill; the environmental consultants and surveyors retained for such reports or surveys, the scope of the reports or surveys, and the result...
Condition Subsequent. If the Securities are not issued on or before the Effective Date specified hereon, or such other date as may be specified by notice from Party A to Party B prior to the Effective Date, (the “Cut-off Date”) the parties hereto will be released and discharged from any obligations owed to each other with respect to this Transaction and their respective rights against each other under this Transaction will be cancelled with no payment or delivery due from either party, provided that such cancellation, release and discharge shall not affect (i) any of the rights, liabilities or obligations of the parties with respect to payments or other obligations due and payable or due to be performed in respect of this Transaction on or prior to the Cut-off Date or (ii) any other rights or obligations of the parties under the Agreement. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this confirmation enclosed for that purpose and returning it to us. Yours Sincerely, BANCO BILBAO VIZCAYA ARGENTARIA, S.A. p.p. By:…………………… By:……………………… Name: Name: Title: Authorised Signatory Title: Authorised Signatory DOURO FINANCE B.V. By:…………………. MULTIPLE EXCHANGE INDEX ANNEX Component Security: Each component security of the Index. Amendment to Section 6.8(e): The words "the level of the relevant Index at the close of the regular trading session on the relevant Exchange" on lines 4 and 5 of Section 6.8(e) of the Equity Definitions shall be deleted and replaced with the words "the official closing level of the Index as calculated and published by the Index Sponsor". Scheduled Trading Day: Any day on which: (i) the Index Sponsor is scheduled to publish the level of the Index; and (ii) the Related Exchange is scheduled to be open for trading for its regular trading session. Exchange Business Day: Any Scheduled Trading Day on which: (i) the Index Sponsor publishes the level of the Index; and (ii) the Related Exchange is open for trading during its regular trading session, notwithstanding the Related Exchange closing prior to its Scheduled Closing Time. Valuation Time: (i) For the purposes of determining whether a Market Disruption Event has occurred: (a) in respect of any Component Security, the Scheduled Closing Time on the Exchange in respect of such Component Security, and (b) in respect of any options contracts or future contracts on the Index, the close of trading on the Related Exchange; and (ii) in all other circumstances, the t...
Condition Subsequent. After this Agreement becomes effective and any party becomes obligated under it, all of the following conditions shall continue to be satisfied at Borrowers’ sole cost and expenses in a manner acceptable to Bank in the exercise of Bank’s reasonable judgment or such failure by Borrower to comply with such conditions shall be an Event of Default under the Loan:
(a) Borrowers shall deliver to Bank, as soon as possible after this Agreement becomes effective, the original signature of any person signing this Agreement and/or the other agreements described in Section 11(b) above whose signature was only available to Bank by facsimile on the date this Agreement became effective.
Condition Subsequent. As a condition subsequent to this Agreement, the Company shall procure that within 9 months of the 2017 Amendment Effective Date, each Obligor identified in Schedule 2 Part 4 (Conditions Subsequent –Transaction Security) grants the Transaction Security (in form and substance satisfactory to the Facility Agent (acting reasonably)) identified opposite its name in Schedule 2 Part 4 (Conditions Subsequent – Transaction Security).
