Conditional Commitment Sample Clauses

Conditional Commitment. If the Company’s Board of Directors (or a committee thereof) has resolved to make a Recommendation Withdrawal and provide a Notice of Superior Proposal pursuant to Section 5.2(f), in order to enable the Company’s Board of Directors (or a committee thereof) to be sufficiently comfortable that such Superior Proposal will remain available to the Company when and if this Agreement is terminated as and to the extent permitted hereunder in respect of such Superior Proposal, the Company may, before delivering a Notice of Superior Proposal to Parent, enter into a binding letter agreement (the “Conditional Commitment”) with the third party making such Superior Proposal (the “Committed Bidder”), which Conditional Commitment may (i) provide that the Committed Bidder is obligated, on behalf of the Company, to pay the Termination Fee and any other fee or expense required to be paid by the Company pursuant to the relevant provisions of this Agreement in accordance with the terms thereof, (ii) attach as an exhibit thereto a fully negotiated agreement and plan of merger providing for the transaction contemplated by the Superior Proposal and/or (iii) provide that the Company shall enter into such agreement and plan of merger, and/or that such agreement and plan of merger shall automatically become binding on the Company, only on and after (and in no event before) both (A) the termination of this Agreement in accordance with its terms and (B) the payment by the Company (or by the Committed Bidder on behalf of the Company) of the Termination Fee or any other fee or expense required to be paid hereunder; provided, however, that the Conditional Commitment may not (x) impose on the Company, its Subsidiaries or their respective former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders and assignees any liability or obligation except upon the valid termination of this Agreement as contemplated in clause (iii), (y) impose on Parent, Merger Sub, the Equity Financing Source or their respective former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders and assignees any liability or obligation at any time, including following the termination of this Agreement, or (z) relieve the Company of its obligations to Parent ...

Conditional Commitment. The Parties acknowledge and agree that the City and County commitments to provide funding for Assisted Developments are subject to compliance with all legal requirements, including but not limited to, with respect to procedures regarding the purchase of real property and compliance with the California Environmental Quality Act. Nothing in this MOU shall be construed to compel the County or City to approve or make any particular findings with respect to any environmental documentation that is prepared, pursuant to CEQA, for any portion of an Assisted Development. .

Conditional Commitment. In connection with the foregoing, we are pleased to advise you that DOE is willing to (i) arrange the Loans, (ii) designate the Applicant as a borrower under the Program Financing Agreement (as defined in the Term Sheet) and (iii) cause FFB to enter into a Note Purchase Agreement (as defined in the Term Sheet) with the Applicant for the purchase of Notes (as defined in the Term Sheet) issued by the Applicant evidencing the Loans, as more particularly set out below. DOE’s commitment hereunder is subject to (a) the preparation, execution and delivery of Definitive Agreements (as defined below) incorporating the terms and conditions set forth in this Conditional Commitment Letter, satisfactory to DOE in its sole discretion; (b) the absence of a Material Adverse Effect (as defined below); (c) DOE’s satisfaction, in its sole discretion, with all legal matters with respect to the Applicant and the Obligors (as defined in the Term Sheet); (d) DOE’s satisfaction, in its reasonable discretion, with all tax and accounting matters with respect to the Applicant and the Obligors; (e) DOE’s satisfaction, in its reasonable discretion, with the capital, corporate and organizational structure of the Applicant and its material subsidiaries; (f) your receipt to DOE’s satisfaction, in its sole discretion, of all material governmental and third party consents (if any) necessary to permit the Loans and the borrowings thereunder; and (g) those conditions precedent specified in the Term Sheet.

Conditional Commitment a) Canada has determined that no duty to consult Aboriginal groups arises in the context of this Project. However, should Canada determine later on, or as a result to changes to the Project, that a duty to consult does arise, the Recipient agrees that all of Canada's obligations pursuant to this Agreement will be suspended from the moment that Canada informs the Recipient that a duty to consult arises until Canada has decided that the duty to consult is fulfilled. b) In the event that a duty to consult should arise as described at subsection 7.1(a), the Recipient agrees that the terms and conditions at section 2 (Aboriginal Consultations) at Schedule G will be applicable.

Conditional Commitment a) Canada has determined that no environmental assessment (EA) of the Project is required under the Canadian Environmental Assessment Act (CEAA). However, should Canada subsequently determine that an EA of the Project is required pursuant to the CEAA, the Recipient agrees that all of Canada's obligations pursuant to this Agreement will be suspended from the moment that Canada informs the Recipient that an EA of the Project is required and such situation will remain at least until Canada has decided that, taking into account the implementation of any mitigation measures that Canada considers appropriate, the Project as assessed pursuant to the CEAA (“CEAA Project”) is not likely to cause significant adverse environmental effects or the “CEAA Project” is likely to cause significant adverse environmental effects that can be justified in the circumstances. b) In the event that an Environmental Assessment becomes necessary in accordance with subsection 6.1(a), the Recipient agrees that the terms and conditions set out at section 1 (Environmental Assessment) at Schedule G will be applicable.