Conditions Precedent and Additional Covenants Sample Clauses

Conditions Precedent and Additional Covenants. 75 7.1 Conditions to Each Party’s Obligations 75 7.2 Conditions to Obligations of the Company 76 7.3 Conditions to Obligations of Parent and Acquisition Subsidiary 77 7.4 Certain Filings 78 7.5 Public Announcements; Confidentiality 79 7.6 Further Assurances 79 7.7 Taxes 79 ARTICLE 8 INDEMNIFICATION 83 8.1 Survival of Representations and Warranties and Covenants 83 8.2 Indemnification of Parent 83 8.3 Indemnification of the Significant Securityholders 86 8.4 Notice of Claim 86 8.5 Right to Contest Claims of Third Persons 87 8.6 Limitations on Indemnity 88 8.7 Exclusive Remedies 90 ARTICLE 9 TERMINATION 90 9.1 Termination 90 9.2 Procedure Upon Termination 91 ARTICLE 10 MISCELLANEOUS PROVISIONS 92 10.1 Notice 92 10.2 Entire Agreement 93 10.3 Assignment; Binding Agreement 93 10.4 Counterparts 93 10.5 Headings; Interpretation 93 10.6 Expenses 94 10.7 Remedies Cumulative 95 10.8 Governing Law 95 10.9 Submission to Jurisdiction; Waivers 95 10.10 No Waiver 95 10.11 Severability 95 10.12 Amendments 95 10.13 No Third Party Beneficiaries 96 Exhibits A – Side Agreement B – Agreement of Merger C – Escrow Agreement D – Opinion of Xxxxxx & Xxxxxxx LLP E – Letter of Transmittal F – Amended and Restated Articles of Incorporation G – Amended and Restated Bylaws H – Option Cancellation Agreements I – Releases AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of October 29, 2013, by and among IXIA, a California corporation (“Parent”), XXXXXXX ACQUISITION CORP., a California corporation and direct and wholly-owned subsidiary of Parent (“Acquisition Subsidiary”), NET OPTICS, INC., a California corporation (the “Company”), and XXXXXXXXX XXXXXXXXX, as the initial Representative (as defined herein). Parent, Acquisition Subsidiary, the Company and the Representative are referred to herein each as a “Party” and together as the “Parties.”
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Conditions Precedent and Additional Covenants. (a) Seller shall, at Settlement, convey good and marketable fee simple title to the Property by special warranty deed in the form attached as Exhibit B, which a title insurance company acceptable to United Dominion (the "Title Company") will insure as such at or below its standard rate, free and clear of all liens, and subject to only such easements, restrictions, and other matters acceptable to Dominion at its sole discretion, (the "Permitted Exceptions"). United Dominion shall give Seller notice of any defects in title within five (5) days of receipt by United Dominion of a commitment to insure title to the Property obtained by United Dominion from the Title Company. The failure by United Dominion to deliver such notice shall constitute the acceptance by United Dominion of the matters set forth in the commitment. In the event United Dominion notifies Seller of a title defect, Seller shall have thirty (30) days to cure same to United Dominion's reasonable satisfaction, and the date for Settlement shall be extended for the period necessary to cure same. If the title defect cannot be or is not cured within the thirty (30) days (it being agreed that Seller shall have no obligation to effect any such cure), then United Dominion may at its sole option either void this Agreement or waive the title defect and proceed to Settlement;
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Conditions Precedent and Additional Covenants 
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Related to Conditions Precedent and Additional Covenants

  • Additional Conditions Precedent No Lender has any obligation to make any Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), unless the following conditions precedent have been satisfied:

  • Evidence of Compliance with Conditions Precedent The Guarantor shall provide to the Guarantee Trustee such evidence of compliance with such conditions precedent, if any, provided for in this Guarantee Agreement that relate to any of the matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate or opinion required to be given by an officer pursuant to Section 314(c)(1) may be given in the form of an Officers' Certificate.

  • 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:

  • Waiver of conditions precedent The conditions specified in this clause 9 are inserted solely for the benefit of the Bank and may be waived by the Bank in whole or in part and with or without conditions.

  • Limited Waiver of Conditions Precedent If Agent, Issuing Bank or Lenders fund any Loans, arrange for issuance of any Letters of Credit or grant any other accommodation when any conditions precedent are not satisfied (regardless of whether the lack of satisfaction was known or unknown at the time), it shall not operate as a waiver of (a) the right of Agent, Issuing Bank and Lenders to insist upon satisfaction of all conditions precedent with respect to any subsequent funding, issuance or grant; nor (b) any Default or Event of Default due to such failure of conditions or otherwise.

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

  • 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 OBLIGATIONS OF EACH PARTY The obligations of each Party to effect the Merger and otherwise consummate the Contemplated Transactions to be consummated at the Closing are subject to the satisfaction or, to the extent permitted by applicable Law, the written waiver by each of the Parties, at or prior to the Closing, of each of the following conditions:

  • Other Conditions Precedent Each of the conditions set forth in Sections 4.1.4, 4.1.5, 4.1.6 and 4.1.10 shall have been satisfied unless the failure of any such condition to be satisfied is the result of any action or inaction by Mortgagee.

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