CONDITIONS PRECEDENT 16 Sample Clauses

CONDITIONS PRECEDENT 16. Section 4.1 Conditions Precedent16
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CONDITIONS PRECEDENT 16. Clause 3.1
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CONDITIONS PRECEDENT 16. Section 6.1 Conditions To Each Party’s Obligation to Effect the First Closing and the Second Closing 16 Section 6.2 Conditions to Obligations of the Buyer Parties 17 Section 6.3 Conditions Precedent to Obligations of Seller and the Xxxxxxxxx Entities 18 ARTICLE VII TERMINATION, AMENDMENT AND WAIVER 19 Section 7.1 Termination 19 Section 7.2 Effect of Termination 19 ARTICLE VIII SURVIVAL; INDEMNIFICATION 20 Section 8.1 Survival 20 Section 8.2 Indemnification 20 Section 8.3 Claims 21 Section 8.4 Exclusive Remedy 23 Section 8.5 Tax Treatment of Indemnity Payments 23 ARTICLE IX MISCELLANEOUS PROVISIONS 23 Section 9.1 Amendment or Modification 23 Section 9.2 Assignment 23 Section 9.3 Counterparts 23 Section 9.4 Entire Agreement 24 Section 9.5 No Third-Party Beneficiaries 24 Section 9.6 Governing Law; Jurisdiction; Waiver of Jury Trial 24 Section 9.7 Specific Enforcement 26 Section 9.8 Notices 26 Section 9.9 Severability 27 Section 9.10 Construction 27 Section 9.11 Non-Recourse 28 Section 9.12 Definitions 29 Exhibit A Membership Interest Assignment PARTIALLY CONDITIONAL PURCHASE AGREEMENT THIS PARTIALLY CONDITIONAL PURCHASE AGREEMENT (this “Agreement”), dated as of August 29, 2017, is by and among Zenith Energy U.S., L.P., a Delaware limited partnership (“Buyer Parent”), Zenith Energy U.S. GP, LLC, a Delaware limited liability company and the general partner of Buyer (“Buyer Parent GP”), Zenith Energy U.S. Logistics Holdings, LLC, a Delaware limited liability company (“Buyer” and, together with Buyer Parent and Buyer Parent GP, the “Buyer Parties”), LCP LNG Holdings, LLC, a Delaware limited liability company (“Seller”), Xxxxxxxxx Capital Partners, LP, a Delaware limited partnership (“LCP LP”), Xxxxxxxxx Capital Partners GP LLC, a Delaware limited liability company and the general partner of LCP LP (“LCP GP” and together with LCP LP, the “Xxxxxxxxx Entities”), and solely for the purposes of Section 1.1(d), Arc Logistics Partners LP (“Arc”). The Buyer Parties, Seller and the Xxxxxxxxx Entities are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
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CONDITIONS PRECEDENT 16. Section 5.01. Conditions to Xxxxxx’x Obligations 16 Section 5.02. Conditions to WEST’s Obligations 16 ARTICLE VI SURVIVAL; LIABILITY LIMITATIONS; INDEMNIFICATION 16 Section 6.01. Survival and Liability Limitations 16 Section 6.02. Indemnification by Xxxxxx 17 Section 6.03. Indemnification by WEST 17 Section 6.04. Notice, Etc 18 Section 6.05. Indemnification by WEST 19 [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission.
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CONDITIONS PRECEDENT 16. Section 8.01 Conditions to Each Party’s Obligation to Effect the Merger. 16 Section 8.02 Conditions to Obligations of Parent and Merger Sub. 16 Section 8.03 Conditions to Obligation of the Company. 16 Section 8.04 Frustration of Closing Conditions. 16 ARTICLE IX TERMINATION, AMENDMENT AND WAIVER 17 Section 9.01 Termination. 17 Section 9.02 Effect of Termination.. 17 Section 9.03 Amendment. 17 Section 9.04 Extension; Waiver. 17 Section 9.05 Procedure for Termination or Amendment. 17 ARTICLE X GENERAL PROVISIONS 18 Section 10.01 Nonsurvival of Representations and Warranties. 18 Section 10.02 Notices. 18 Section 10.03 Consents and Approvals. 19 Section 10.04 Counterparts. 19 Section 10.05 Entire Agreement; No Third-Party Beneficiaries. 19 Section 10.06 Governing Law. 19 Section 10.07 Assignment.. 19 Section 10.08 Enforcement; Consent to Jurisdiction. 19 Section 10.09 Severability. 19 Section 10.10 No Recourse. 19 Section 10.11 WAIVER OF JURY TRIAL. 19 INDEX OF DEFINED TERMS Term Section Acceptable Confidentiality Agreement 6.02(a) Affiliate 1.01 Agreement Preamble Appraisal Shares 3.01(d) Benefit Plans 1.01 Business Day 1.01 Cancelled Shares 3.01(b) Capitalization Date 4.03 Certificate 3.01(c) Certificate of Merger 2.03 Change in Recommendation 6.02(f) Closing 2.02 Closing Date 2.02 Code 3.02(h) Company Preamble Company Board 4.04(b) Company Board Recommendation 4.04(b) Company Bylaws 4.01 Company Charter 4.01 Company Stock Recitals Company Information 4.10 Company SEC Documents 4.05(a) Company Stock Option 3.03(b) Company Stock Plan 3.03(b) Company Stock-Based Awards 4.03 Company Termination Fee 7.05(b)(ii) Contract 4.04(c) Converted Shares 3.01(c) DGCL 2.01 Effective Time 2.03 Exchange Act 4.04(c)
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CONDITIONS PRECEDENT 16 
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Related to CONDITIONS PRECEDENT 16

  • Conditions Precedent to EFFECTIVENESS OF SECTIONS 2.01 AND 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "EFFECTIVE DATE") on which the following conditions precedent have been satisfied:

  • Conditions Precedent The effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent:

  • CONDITIONS PRECEDENT TO LOAN The obligations of Lender to make the Loan hereunder are subject to the satisfaction by Borrower of the following conditions:

  • General conditions precedent The agreement of the Finance Parties referred to in clause 2 (Agreement of the Finance Parties) shall be further subject to:

  • Conditions Precedent to Loans The obligation of each Lender to make any Loans is subject, at the time of each such Loan, to the satisfaction of the following conditions:

  • Conditions Precedent to the Consummation of the Purchase ---------------------------- The following are conditions precedent to the consummation of the Agreement on or before the Closing Date:

  • Conditions Precedent to Funding The obligations of the Lender to make any Advance, are subject to the conditions precedent that the Lender shall have received the following, in form and substance satisfactory to the Lender:

  • Conditions Precedent and Subsequent The payments and benefits provided under Sections 6(c) and 6(d) of this Agreement (other than the Accrued Benefits and other than in the event of termination by reason of Employee’s death or Disability) are subject to and conditioned upon (i) Employee having provided, within 60 days after the Date of Termination (or such greater period as required by law), a waiver and general release agreement in a form satisfactory to the Company, which form shall, in the case of a termination on or following a Change of Control, be a form approved by the Compensation Committee prior to the Change of Control that shall not be modified on or after the Change of Control without Employee’s prior written consent, that has become effective and irrevocable in accordance with its terms, and (ii) Employee’s compliance with Sections 7 and 8 of this Agreement. Employee shall, upon request by the Company, be required to repay to the Company (net of any taxes paid by Employee on such payments), and the Company shall have no further obligation to pay, the Severance Payment or CIC Severance Payment, as applicable, in the event Employee receives, within six months after the occurrence of the breach, written notice from the Company that, in the reasonable judgment of the Reporting Person, Employee has materially breached his obligations under Section 7 or 8 of this Agreement; provided, however, that, in cases where cure is possible, Employee shall first be provided a 15-day cure period to cease, and to cure, such conduct. The Severance Payment if any, payable hereunder shall be paid in substantially equal installments over the 6-month period, following the Date of Termination, consistent with the Company’s payroll practices, with the first installment to be paid within 65 days after the Date of Termination and with any installments that would otherwise have been paid prior to such date accumulated and paid in a lump sum on the first date on which payments are made in accordance with the terms of this sentence. The CIC Severance Payment, if any, payable hereunder shall be paid in one lump sum within 65 days after the Date of Termination; provided, however, that, unless the CIC Severance Payment relates to a transaction that satisfies the requirements of Treas. Reg. § 1.409A-3(i)(5), any portion of the CIC Severance Payment that constitutes deferred compensation within the meaning of Section 409A, will be paid at the earliest date that is permitted in accordance with the schedule that is applicable to the Severance Payment.

  • Conditions precedent documents A Request may not be given until the Facility Agent has notified the Company and the Lenders that it has received all of the documents and evidence set out in Schedule 2 (Conditions precedent documents) in form and substance satisfactory to the Facility Agent. The Facility Agent must give this notification to the Company and the Lenders promptly upon being so satisfied.

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