Condition to Payments Clause Samples

Condition to Payments. The Employer's obligation to make any payments hereunder shall be conditioned upon the Employer's receipt of an appropriately signed "General Release and Covenant Not to Sue" in form and substance satisfactory to the Employer.

Condition to Payments. Except for any initial payment contained in Section 3.02, The Owner shall not be required to make any payments unless and until Contractor submit with each invoice a duly signed and Notarized Waiver of Lien and an affidavit that Contractor has paid every worker employed by it and has received partial (in the case of progress payments) and final (in the case of final payment) Waivers of Lien from all subcontractors and material men supplying services and/or materials on the Project.

Condition to Payments. (a) As a condition to payment of any amount hereunder without the imposition of U.S. withholding tax, the Preferred Share Paying Agent, on behalf of the Issuer, shall require certification acceptable to it to enable the Issuer and the Preferred Share Paying Agent to determine their duties and liabilities with respect to any taxes or other charges that they may be required to deduct or withhold from payments in respect of the Preferred Shares under any present or future law or regulation of the United States or any present or future law or regulation of any political subdivision thereof or taxing authority therein or to comply with any reporting or other requirements under such law or regulation. Without limiting the foregoing, as a condition to any payment on the Preferred Shares without U.S. federal back-up withholding, the Issuer shall require the delivery of properly completed and signed applicable U.S. federal income tax certifications (generally, an IRS Form W-9 (or applicable successor form) in the case of a Person that is a “United States person” as defined in the Code or an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or applicable successor form), in the case of a Person that is not a “United States person” within the meaning of the Code). In addition, the Issuer or any of its agents shall require, as a condition to payment without the imposition of U.S. withholding tax under FATCA, (i) complete and accurate information and documentation that may be required to enable the Issuer or any of its agents to comply with FATCA and (ii) each Holder to agree that the Issuer and/or any of its agents may (1) provide such information and documentation and any other information concerning its investment in the Preferred Shares to the Cayman Islands Tax Information Authority (including a properly completed and executed “Entity Self-Certification Form” or “Individual Self-Certification Form” (in the forms published by the Cayman Islands Department for International Tax Cooperation, which forms can be obtained at ▇▇▇▇▇://▇▇▇.▇▇▇▇.▇▇/crs/crs-legislation-resources/))), the U.S. Internal Revenue Service and any other relevant tax authority and (2) take any other actions necessary for the Issuer or the Co-Issuer to comply with FATCA or necessary to provide to the Cayman Islands Tax Information Authority pursuant to the Cayman Islands Tax Information Authority Act (As Revised) and the Organisation for Economic Co-operation and Development’s Standard for Automa...

Condition to Payments. Seller's obligations under Section 2.1 shall be subject to the condition that the Securities that are deliverable under the Underwriting Agreement at the First Time of Delivery shall have been issued and paid for at the First Time of Delivery.

Condition to Payments. The Company's obligation to make any payments hereunder shall be conditioned upon Executive’s continued compliance with the terms of this Agreement and the Company's receipt of an appropriately signed "General Release and Covenant Not to ▇▇▇" in form and substance satisfactory to the Company. Payments made under this Agreement shall immediately cease and the Employee shall repay within 60 days of the violation all amounts previously paid under this Agreement in the event that the Employee violates the terms of the “General Release and Covenant Not to ▇▇▇” or the Employee violates any of the covenants contained in Section 10 of this Agreement prior to the Date of Termination or thereafter.

Condition to Payments. Each Shareholder’s obligations under Section 2.1 shall be subject to the condition that the Trust Securities that are deliverable under the Purchase Agreement at the First Time of Delivery (as defined in the Purchase Agreement) shall have been issued and paid for at the First Time of Delivery.

Condition to Payments. The Employer's obligation to make any payments hereunder shall be conditioned upon the Employee’s continued compliance with the terms of this Agreement and the Employer's receipt of an appropriately signed "General Release and Covenant Not to ▇▇▇" in form and substance satisfactory to the Employer. Payments made under this Agreement shall immediately cease and the Employee shall repay within 60 days of the violation all amounts previously paid pursuant to Section 6(f) in the event that the Employee violates the terms of the "General Release and Covenant Not to ▇▇▇" or the Employee violates any of the covenants contained in Sections 7, 8, 9 and 10 of this Agreement prior to the Date of Termination or thereafter.

Condition to Payments. (a) As a condition to payment of any amount hereunder without the imposition of U.S. withholding tax, the Preferred Share Paying Agent, on behalf of the Issuer, shall require certification acceptable to it to enable the Issuer and the Preferred Share Paying Agent to determine their duties and liabilities with respect to any taxes or other charges that they may be required to deduct or withhold from payments in respect of the Preferred Shares under any present or future law or regulation of the United States or any present or future law or regulation of any political subdivision thereof or taxing authority therein or to comply with any reporting or other requirements under such law or regulation. Without limiting the foregoing, as a condition to any payment on the Preferred Shares without U.S. federal back-up withholding, the Issuer shall require the delivery of properly completed and signed applicable U.S. federal -17- (b) [Reserved] (c) Notwithstanding anything in this Agreement to the contrary, distributions of Available Funds on any Payment Date (including any Redemption Date or the Stated Maturity Date), shall be subject to the Issuer being solvent under Cayman Islands law (defined as the Issuer being able to pay its debts as they become due in the ordinary course of business) immediately prior to, and after giving effect to, such payment as determined by the Issuer.

Condition to Payments. The condition precedent in Section 2(a)(iii)(1) does not apply to a payment and delivery owing by a Party if the other Party shall have satisfied in full all its payment or delivery obligations under Section 2(a)(i) of this Agreement and shall at the relevant time have no future payment or delivery obligations, whether absolute or contingent, under Section 2(a)(i). ACCEPTED AND AGREED: BANK ONE, OKLAHOMA, N.A. MATRIX SERVICE COMPANY By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ C. ▇▇▇▇▇▇▇ ▇▇▇ ----------------------------- ---------------------------- Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Name: C. ▇▇▇▇▇▇▇ ▇▇▇ ------------- -------------- Title: Sr. Vice President Title: Vice President - Finance ------------------ ------------------------ ANNEX A ------- Credit Support Documents Each of the following is a Credit Support Document of Party B for purposes of this Agreement, and is intended by both Parties to secure the full and timely performance of Party B's obligations under this Agreement: 1. Those certain Security Agreements dated August 30, 1994 by each of Matrix Service Company, Matrix Service, Inc., Midwest Industrial Contractors, Inc., Matrix Service Mid-Continent, Inc., Petrotank Equipment, Inc., Tank Supply Inc., San ▇▇▇▇ Tank Piping Construction Co., Inc., Colt Construction Co., Inc., Midwest International, Inc., Georgia Steel Acquisition Corporation, Steel Fabricators, Inc., ▇▇▇▇▇ Steel Contractors, Inc., West Coast Industrial Coatings, Inc., Midwest Service Company, Heath Engineering, Ltd., and Heath (Tank Maintenance) Engineering, Ltd., as debtors, in favor of Liberty Bank and Trust Company of Tulsa, National Association as secured party. 2. That certain Security Agreement dated January 8, 1996 by Mayflower Vapor Seal Corporation, as debtor, in favor of Liberty Bank and Trust Company of Tulsa, National Association, as secured party. 3. Those certain Security Agreements dated June 19, 1997 by each of General Services, Inc., Mainserve-Allentech, Inc., and Maintenance Services, Inc., as debtors, in favor of Liberty Bank and Trust Company of Tulsa, National Association, as secured party. TO: MATRIX SERVICE COMPANY TULSA ATTN: ▇▇▇▇ ▇▇▇▇ FAX NO: ▇(▇▇▇)▇▇▇-▇▇▇▇ DATE: 23 May 2001 RE. OUR REF: 34344 The purpose of this letter agreement (this "Confirmation") is to confirm the terms and conditions of the Transaction entered into between MATRIX SERVICE COMPANY and BANK ONE, OKLAHOMA, N.A. on the Trade Date specified below. This Transaction shall be governed by the ISDA MASTER AGREEMENT dated ...