Condition to Obligations. The indemnification obligations herein are contingent upon (i) the indemnified Party giving prompt written notice to the indemnifying Party of any such claim, (ii) the indemnified Party allowing the indemnifying Party to control the defense and settlement of any such claim, and (iii) the indemnified Party fully assisting, at the indemnifying Party's expense, in the defense; provided, however, that without relieving the indemnifying Party of its obligations hereunder or impairing the indemnifying Party's right to control the defense or settlement thereof, the indemnified Party may elect to participate through separate counsel in the defense of any such claim, but the fees and expenses of such counsel shall be at the expense of the indemnified Party unless (a) the employment of counsel by the indemnified Party has been authorized in writing by the indemnifying Party, (b) the indemnified Party shall have reasonably concluded that there exists a material conflict of interest between the indemnified Party and the indemnifying Party in the conduct of the defense of such claim (in which case such conflicted indemnifying Party shall not have the right to control the defense or settlement of such claim on behalf of the indemnified Party) or (c) the indemnifying Party shall not have employed counsel to assume the defense of such claim within a reasonable time after notice of the commencement thereof. In each of such cases the reasonable fees and expenses of counsel shall be at the expense of the indemnifying Party.
Condition to Obligations. Notwithstanding the execution of this Agreement by the Parties and any term or provision herein to the contrary, including Section 2.1, it shall be a condition precedent to the respective obligations of the Parties under this Agreement that each of the Parties shall have executed a Companion Service Contract, and that their respective obligations thereunder shall have commenced.
Condition to Obligations. The obligations of the Parties under this Agreement are subject to the fulfillment or waiver by the Parties (on or before October 30, 1999 in the case of subsections (i), (ii), (iii) and (iv), and the Effective Date in the case of subsection (v)) of the following conditions precedent: (i) the execution and delivery by the parties to the HMOW Joint Venture Agreement and all related documents (collectively, the "HMOW Documents") of an amendment to the HMOW Documents which shall make the HMOW Documents consistent with this Agreement and the New Joint Venture Documents, as reasonably determined by the UWS Entities and the University Affiliated Entities; (ii) the agreement of the Parties to the text of the UHC Provider Agreement (as defined in Section ARTICLE 5.5.A (ii)); (iii) the execution of provider agreements for each University Provider that relates to the Joint Venture business ("University Provider Agreements"); (iv) the execution of an amended delegated services agreement by and between Unity and UHC for the provision of medical management and other related services for the Joint Venture; and (v) the receipt of all necessary approvals and consents of insurance regulatory authorities pursuant to all applicable insurance laws and the receipt of all necessary approvals and consents by any other governmental or regulatory authority whose approval is required by law.
Condition to Obligations. The obligations of each of the Parties hereunder are expressly conditioned upon (i) Owner consummating the Investment in amounts and on substantially the terms and conditions set forth in that certain confidential Term Sheet, dated March 3, 2022, as modified and agreed by the parties thereto; (ii) Ketchum reinstating the
Condition to Obligations. The respective obligations of each party to effect the transactions contemplated by this Agreement shall be subject to the satisfaction on or before signing this Agreement, the delivery to INVI of the written consent, in form and substance reasonably satisfactory to INVI, and as required by Subordination and Intercreditor Agreement made part of the Purchase Agreement, of American National Bank and Trust Company of Chicago, a national banking association, or any other Senior Lender (as “Senior Lender” is defined in the Subordination and Intercreditor Agreement made part of the Purchase Agreement) of MIAC-Medar and WTC.
Condition to Obligations. The subscription made hereby may be accepted or rejected by the Company at any time after the execution hereof by the Subscriber for any reason or no reason. Unless rejected by the Company, no Subscriber shall have the right to demand a return of his, her or its Subscription under any circumstances. WAIVER, AMENDMENT; BINDING EFFECT. Neither this Agreement nor any provisions hereof shall be modified, changed, discharged or terminated except by an instrument in writing, signed by the party against whom any waiver, change, discharge or termination is sought. The provisions of this Agreement shall be binding upon and accrue to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.
Condition to Obligations. Notwithstanding the execution of this Agreement and an Appendix “A” by the Parties and any term or provision herein to the contrary, including Section 2.1, it shall be a condition precedent to the respective obligations of the Parties under each Appendix “A” (other than the obligation of the Parties set out in Section 18.2, which obligation shall be binding upon execution of this Agreement) that each of the Parties shall have received all approvals and consents required for the construction and operation of the Terminal Location specified in such Appendix “A”, if applicable, and any gas line required to deliver gas to such Terminal Location.
Condition to Obligations a. The obligation of the Company to consummate the Sale and carry out the other transactions contemplated by this Agreement is, unless waived in writing by the Company, subject to the fulfillment on or prior to the Closing of the following conditions:
i. Completion by the Company of the Rights Offering, which results in aggregate gross proceeds to the Company of an amount at least equal to the aggregate Purchase Price of all of the Sold Notes under the Agreements (the “Financing Transaction”).
ii. The representations and warranties of the Holder set forth in Article II shall be true and correct as of the date hereof and on and as of the Closing, except to the extent such representations and warranties speak as of another date, in which case such representations and warranties shall be true and correct as of such other date. The Holder shall have performed and complied fully with all of the covenants and agreements required by this Agreement to be performed or complied with by the Holder on or prior to Closing.
iii. No temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Sale shall have been issued by any court of competent jurisdiction or other Governmental Authority (as defined in Section 3.3) and remain in effect, and there shall not be any Legal Requirement enacted or deemed applicable to the Sale that makes consummation of the Sale illegal.
iv. There shall not be pending any Legal Proceeding in which a Governmental Authority or any third party is a party: (a) challenging or seeking to restrain, prohibit, rescind or unwind the consummation of the Sale or the Financing Transaction; (b) relating to the Sale or the Financing Transaction and seeking to obtain from the Company any damages or other relief that would reasonably be expected to be material to the Company; or (c) seeking to impose (or that could result in the imposition of) any criminal sanctions or liability on the Company.
b. The obligation of the Holder to consummate the Sale and carry out the other transactions contemplated by this Agreement is, unless waived in writing by the Holder, subject to the fulfillment on or prior to the Closing of the following conditions:
i. The representations and warranties of the Company set forth in Article III shall be true and correct as of the date hereof and on and as of the Closing, except to the extent such representations and warranties speak as of another date, in which case such representati...
Condition to Obligations. The obligations of Bear Stearns to act as initial purchaser hereunder are subject to each of xxx xxxlowing conditions being met as of the date of issuance of the Notes (the "Closing Date"): (i) as set forth in Section 9, the Company identifying CMBS, REIT debt, real estate loans, and asset backed securities for purchase by Bear Stearns or assets made available by the Company, prior to issuance (fxx xxxxlement on the Closing Date), at least 60% (the "Initial Collateral") of the Original Collateral, for the CDO's account, the selection and purchase of such Collateral to be directed by the Company in accordance with the Eligibility Criteria described in the Offering Materials, (ii) valid and binding transfer to the Issuer and pledge to the Indenture Trustee of the Initial Collateral (being at least 60% of the Original Collateral), (iii) preparation and delivery of a Collateral fact schedule ("Collateral Schedule") that identifies collateral by loan name, CUSIP number, issuer name, credit rating, industry group, purchase price and date, coupon, par amount and all other data as reasonably required by the rating agencies for securities purchased by Bear Stearns or any loans or securities supplied and delivered by the Compxxx, (xv) provision by the Company of information reasonably required by the rating agencies relating to the historical performance of the Company's analysts and managers, (v) successful completion of Investment Advisor due diligence by Bear Stearns, special counsel for the transaction Orrick, Herrington & Xxxxxxxxx, the rating agencies and investors, (vx) xxxplxxxxx xx Xollxxxxxx xxview and certification of conformance to the Eligibility Criteria, (vii) written confirmation of the desired ratings of the various Classes of Notes, (viii) delivery of an accountant's comfort letter regarding information contained in any offering circular, (ix) delivery of a satisfactory offering circular, (x) execution and delivery of (a) satisfactory transaction documentation, (b) relevant legal opinions satisfactory to Bear Stearns and the Company, and (c) indemnification provisions satisfactxxx xx Bear Stearns and the Company and (xi) purchase of 100% of the Equity, up tx x xxximum of 15% of the capitalization of the Issuer, by the Company, its affiliates or clients subject to the Equity having a projected internal rate of return of 15% in the Base Case Scenario as defined below. The Base Case Scenario shall mean a scenario where there are no assumed losses or p...
Condition to Obligations
