Conditional Obligations. The obligations of Guarantor under this Guaranty Agreement shall be binding upon Guarantor and Guarantor’s heirs, administrators, representatives, executors, successors and assigns. The obligations of Guarantor are subject only to the following conditions:
(a) No material breach by Holder shall have occurred and be continuing beyond any applicable cure period under the (i) Asset Purchase Agreement or (ii) the July Provider Deliverable Items (as defined in the TSA) collectively as of the time that payment of the applicable Deferred Purchase Price Amount is due under the Asset Purchase Agreement and the corresponding amount is due and payable under the Note;
(b) Guarantor shall only be liable for any unpaid amounts due to Holder under the terms of the Note, upon written notice to Guarantor by Holder that Obligor has failed to make a required payment under the Note corresponding to a payment of the Deferred Purchase Price Amount due to Holder under the Asset Purchase Agreement; All rights of Holder hereunder may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned at any time or from time to time upon the transfer of rights under the Note, upon notice to the Guarantor, whether with or without the consent of Guarantor or Obligor.
Conditional Obligations. The obligations of the Purchaser under this Section are subject to whatever rights the Purchaser may have under this Agreement or otherwise for breach by the Seller of any representation, warranty, covenant or agreement contained in this Agreement, including but not limited to any right of indemnification provided by this Agreement.
Conditional Obligations. The SJVIA shall perform its obligations under each applicable Insurance Contract, including timely payment of premiums and any similar charges, necessary to keep each applicable Insurance Contract in full force and effect. The obligation of the SJVIA to pay premiums and similar charges under this section 2.4 is contingent on the Participating Entity’s payment of premiums to the SJVIA as required by this agreement. The SJVIA’s payment of any premium or similar charge under any applicable Insurance Contract while the Participating Entity is in breach of any payment obligation under this agreement is not a waiver of that obligation.
Conditional Obligations. Become a guarantor or surety or pledge its credit or its Collateral on any undertaking of another, except to Borrower's customers in the ordinary course of business.
Conditional Obligations. Notwithstanding any other provision in this Agreement, BSP acknowledges and agrees that this Agreement is conditioned upon RIM obtaining any approvals as may be necessary from BellSouth Wireless Data to enable RIM to offer to BSP the airtime services contemplated hereunder. If RIM is unable to secure such approvals as may be required within [**] days from the Effective Date, this Agreement may be terminated by BSP, and in any event, notwithstanding any other provision of this Agreement, RIM shall have no obligation to provide airtime services. If the Parties agree to proceed with the Agreement, BSP agrees to pay an access fee of [**] per month per End-User and shall use its own airtime arrangements with BellSouth Wireless Data if RIM is precluded from providing to BSP airtime services.
Conditional Obligations. Gindalbie’s obligations under clause 5 are subject to satisfaction of each condition precedent in clause 3.2 of the Merger Implementation Agreement.
Conditional Obligations. Notwithstanding any other provision contained herein, the obligations assumed by the Corporation under this Agreement shall be conditioned upon its receipt of an executed duplicate original of this Agreement and complete adherence to its terms by Executive.
Conditional Obligations. The terms and conditions of Section 4(c), (d), (e), (f), (g), (h) and (i) will only be binding upon the Holders and LaserSight if all of the Approvals are received on or prior to June 12, 1998, if all Approvals are not received on or prior to June 12, 1998 such terms and conditions shall be null and void and have no force or effect.
Conditional Obligations. The obligation set forth in this Agreement are contingent upon the closing of the Exchange Agreement. In the event the Exchange Agreement does not close or is terminated for any reason, the obligation set forth herein shall be terminated.
Conditional Obligations. Upon inclusion of a Product under this Agreement as set forth in Section 3, the obligations set forth in this Section 4.6.2 shall apply. Cadence may terminate this Section 4.6.2 upon six (6) months prior advance written notice to Vendor which specifically references this Section 4.6.2. Upon such notice, the exclusivity under Section 4.6.1 shall immediately terminate.
(a) So long as this Section 4.6.2 remains in effect, Cadence shall market and promote the Licensed Works as Cadence's preferred solution for gate level interconnect extraction and, subject to the following sentence [*]. If Cadence accepts [*] for inclusion under this Agreement, Cadence will provide written notice to Vendor within [*] after initial inclusion indicating whether [*] will be Cadence's preferred solution [*]. If Cadence does not so elect, Section 4.6.1 will terminate with respect to [*]. Any updates and upgrades to any current Cadence extraction products shall be developed independently by Cadence without reference to or use of the Licensed Works or Confidential Information of Vendor. Except as expressly set forth in Section 4.6.2(a), Cadence will not include any other products (except its current extraction products, HyperExtract and Assura RCX, along with updates and upgrades thereto) on its price list which compete with or provide substitute functionality for the Product(s), or distribute or market any such products so long as this Section 4.6.2 remains in effect. Notwithstanding the foregoing, Cadence will not release any upgrades to HyperExtract after the first anniversary of CADENCE CONFIDENTIAL SOFTWARE OEM LICENSE AGREEMENT * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. the Effective Date which provide material new features or functionality so long as this Section 4.6.2 remains in effect.
(b) Commencing [*] after the Effective Date, if the Fees owed by Cadence to Vendor based on product and maintenance revenue in any [*] are less than the average [*] amounts paid by Cadence to Vendor for the [*], then Cadence shall either (i) as part of the preceding fiscal quarters, then Cadence shall either (i) as part of the scheduled [*] payment, make an additional non-refundable payment to Vendor in the amount of the shortfall between the actual fees for such [*] and the average [*] amount paid for the [*]; or (ii) provide written notice...
