Conditions Precedent A Sample Clauses

Conditions Precedent A. The obligation of Buyer to complete Closing under this Agreement is subject to the waiver by Buyer or the fulfillment prior to, or on the Closing Date of each of the following conditions: 1. Sellers' representations and warranties contained in this agreement shall be true in all material respects on the Closing Date as though such representations and warranties were made at such time except that any such representation and warranty made as of a specified date shall have been true in all material respects on and as of such date. 2. The Sellers shall have performed and complied in all material respects with all agreements and conditions required by this Agreement to be performed or complied with by them prior to or on the Closing Date. 3. Sellers shall have delivered to Buyer a certificate of Sellers executed by the President or any Vice President and the Chief Financial Officer, Treasurer or any Assistant Treasurer and dated as of the Closing Date certifying that the conditions specified in Sections VI.A.1 and VI.A.2 have been satisfied. 4. Sellers shall have delivered to Buyer a favorable opinion of the attorney for Sellers, dated as of the Closing Date and in the form attached as Exhibit VI.A, to the effect that: a. Sellers are duly incorporated and validly existing under the laws of the state where incorporated and are in good
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Conditions Precedent A. The assignments of the Sold Terrafon Shares, and the Sold Limited Partnership Interests are subject to the conditions precedent ("Conditions Precedent") that:
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Conditions Precedent A 
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Related to Conditions Precedent A

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

  • 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 at Closing Date The obligation of the Lenders to make Loans, and of any LC Issuer to issue Letters of Credit, is subject to the satisfaction of each of the following conditions on or prior to the Closing Date:

  • 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 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:

  • Initial Conditions Precedent The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent:

  • Seller’s Conditions Precedent The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver, at or prior to the Closing Date, of each of the following conditions precedent:

  • 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:

  • Buyer’s Conditions Precedent The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver, at or prior to the Closing Date, of each of the following conditions precedent:

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