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 ...
Conditions Precedent and Subsequent. 19.01 Notwithstanding the provisions of Clause 5, the agreement of the Lender to permit the drawdown of the Facility and/or the entering into any Designated Transaction is subject to the condition that the Lender shall have received not later than the Drawdown Date the following documents or evidence in form and substance satisfactory to the Lender and its legal advisers:
19.01.01 a copy, certified as a true copy by the secretary of each Corporate Security Party of the resolutions of the shareholders of the Borrower and resolutions of the directors of each of the Borrower, the Guarantor and the Manager, authorising the transaction contemplated hereby, resolving the issuance of each respective power of attorney to be provided under Clause 19.01.02 and authorising a person or persons to sign or executeon their behalf this Agreement, the Notice of Drawdown, the Acknowledgement (as in the form of Schedule 2 hereof) and the other Finance Documents as each is a party thereto;
19.01.02 the originals of any power or powers of attorney granted pursuant to Clause 19.01.01;
19.01.03 certificates or other evidence satisfactory to the Lender, in its sole discretion of the existence and good standing of each Security Party;
19.01.04 certificate issued by the respective director or secretary of each Corporate Security Party specifying the Directors and Officers of each such Corporate Security Party (and of any corporate director, officer thereof), its authorized and issued share capital (and of any corporate shareholder thereof) and in respect of the Borrower, a certificate issued by a director or the secretary of the Borrower, specifying the shareholders thereof;
19.01.05 copies of the relevant constitutional documents of each Corporate Security Party, certified as true copies by the Borrower's legal counsel;
19.01.06 certified copies of all documents (with a certified translation if an original is not in English) evidencing any other necessary action (including but without limitation governmental approval, consents, licences, authorisations, validations or exemptions which the Lender or its legal advisers may require) by the Security Parties or any of them with respect to this Agreement and the other Finance Documents;
19.01.07 such documents or evidence relating to the ultimate beneficial ownership of the Borrower and any corporate shareholder(s) thereof in form and substance satisfactory to the Lender;
19.01.08 such documents or evidence relating to the verification ...
Conditions Precedent and Subsequent. If (a) any of the conditions set out in Clauses 3.1 and 3.3 is not satisfied by the relevant time or such other time period specified by the Agent in its discretion, or (b) any of the conditions set out in Clause 3.6 is not satisfied within thirty (30) days or such other time period specified by the Agent in its discretion; or
Conditions Precedent and Subsequent. 3.1 Completion of the sale of the Shares is conditional upon the satisfaction of each of the following conditions precedent:
(a) NZ Completion has occurred;
(b) the Ness Contract has been entered into by the Australian Company; and
(c) if necessary, the Purchaser has obtained approval on terms satisfactory to it to Completion of the sale to the Purchaser of the NZ Shares from the Overseas Investment Commission of New Zealand pursuant to the Overseas Investment Regulations 1985.
3.2 If the Conditions are not satisfied on or before 30 June 1997 or a later date agreed by the parties in writing then either the Purchaser or the Vendor may at any time before Completion terminate this agreement by giving notice in writing to the other.
3.3 On service of a notice under clause 3.2 this agreement has no further effect and all parties are released from their obligations to further perform this agreement.
3.4 The Purchaser or the Vendor may terminate this agreement by giving notice to the other if:
(a) the Underwriting Agreement is terminated before completion of the Underwriting Agreement; or
(b) either or both of the following conditions subsequent are not fulfilled within 24 hours after Completion:
(i) the Float has gone effective;
(ii) the Underwriting Agreement has been executed.
3.5 If this agreement terminates in accordance with clause 3.4, the rights and obligations of the Parties under this agreement, except for this clause 3.5, will terminate and,unless the Vendor waives its rights under this clause 3.5, the Parties must take all necessary steps to:
(a) vest title and possession of the Shares in the Vendor;
(b) divest the Vendor of the shares in the Purchaser referred to in clause 4; and
(c) otherwise restore the rights and obligations of the Parties to those rights and obligations that they would have had if this agreement had not been entered into without loss or gain to any of the Parties, including without limitation taking all steps necessary to obtain a refund of any stamp duty paid in accordance with section 41(7) of the Stamp Duties Xxx 0000.
Conditions Precedent and Subsequent. 5.1 This Agreement shall not be binding or effective for the Parties until such time as all of the conditions precedent set forth in Schedule 5 (Conditions Precedent), Part A, have been fulfilled or, alternatively, have been waived in writing by the Assignee (including through the Portfolio Manager).
5.2 If all the conditions precedent set forth in Schedule 5 (Conditions Precedent), Part B (Conditions precedent preceding each Purchase Date, Payment Date and Collection Transfer Date), numbered 1 through 10, have not been fulfilled (as notified in writing by the Assignor to the Assignee in the proposal for the conclusion of the Assignment Agreements in accordance with Schedule 3 (Operating Procedure for the Sale of Eligible Receivables)) as of a Purchase Date or Collection Transfer Date, the Assignee shall not be obliged to purchase the Receivables offered for assignment on such dates, provided always that the Assignee (including through the Portfolio Manager) may, at its absolute discretion, fully or partially waive such conditions precedent. The Parties acknowledge that the event numbered as 11 in Schedule 5 (Conditions Precedent), Part B (Conditions precedent preceding each Purchase Date, Payment Date and Collection Transfer Date), constitutes a condition precedent for the payment of the Purchase Price on each Payment Date.
5.3 The Parties acknowledge and agree that the efficacy of the assignment of each individual Assigned Receivable from the Assignor to the Assignee under this Agreement is subject to the condition subsequent that the Portfolio being assigned does not meet all or part of the Portfolio Criteria and/or the Debtors are not Eligible Debtors included on the Debtors List (in accordance with Articles 2.1.2 and 2.3.2), in both cases as of the Cut-Off Date immediately preceding the Offer Date or, where applicable, the relevant Collection Transfer Date on which the Portfolio in question is offered in accordance with this Agreement. Upon the fulfilment of the condition subsequent referred to in this Article 5.3, the Assignor shall pay the Assignee, on the Payment Date immediately following the date on which the fulfilment of the condition subsequent occurred, an amount equivalent to the Purchase Price paid by the Assignee (including through set-off) in relation to: (a) the individual Receivables to be re-transferred on the basis that they are held vis-à-vis Debtors that are not Eligible Debtors, or (b) the entire Portfolio or part thereof to be re-...
Conditions Precedent and Subsequent. 8.1 Initial conditions precedent
(a) The Sellers may not deliver the first Payment Notice unless the Buyers have received all the documents and other evidence listed in Part I (Initial conditions precedent) of Schedule 1 (Conditions precedent and subsequent) hereto in form and substance satisfactory to the Buyers.
(b) The Buyers shall only be obliged to make a payment in respect of the Payment Notice referred to in paragraph (a) above if:
(i) no Potential MOA Termination Event or MOA Termination Event has occurred and is continuing or would result from such payment;
(ii) the Repeating Representations are true in all material respects as if made on the date of the relevant Payment Notice and the actual date of payment; and
(iii) the Buyers have not received any notice referred to under Clause 12.
(c) The Buyers shall, no later than 3 Business Days after the date of this Agreement, provide the Sellers with:
(i) evidence that all necessary corporate, shareholder and other action has been taken by the Buyers to authorise the execution, delivery and performance of this Agreement; and
(ii) if applicable, power of attorney of the Buyers appointing one or more representatives to act on behalf of the Buyers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as applicable).
(d) The Buyers shall, on or before the Scheduled Delivery Date, provide the Sellers with any documents as may be required by the Flag State for the purpose of registering the title of the Vessel in the name of the Buyers.
Conditions Precedent and Subsequent. (A) any of the conditions set out in Clause 8 (Conditions precedent and subsequent) is not satisfied by the date specified by the Buyers pursuant to Clause 8.6(b) (No waiver); or
(B) any of the conditions referred to in Clause 8.5 (Conditions subsequent) is not satisfied by the relevant time or such other time period specified by the Buyers in their discretion; or
Conditions Precedent and Subsequent. The payments and benefits provided under Sections 3 and 4 of this Agreement (other than the Accrued Benefits) are subject to and conditioned upon (a) 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 that has become effective and irrevocable in accordance with its terms, and (b) Employee's compliance with the CIPA. Employee shall, upon request by the Company, be required to immediately repay to the Company the net amount of the Severance Payments or CIC Severance Payment, as applicable, received by the Employee after all applicable minimum tax withholdings required by law, and the Company shall have no further obligation to pay, the Severance Payments or CIC Severance Payment, as applicable, in the event Employee receives, within six (6) months after the occurrence of the breach, written notice from the Company that, in the reasonable judgment of the Company, Employee has breached Employee’s obligations under the CIPA or Employee shall be deemed to have been retroactively terminated for Cause; provided, however, that, in cases where Employee’s breach of Employee’s obligations under the CIPA is curable, Employee shall first be provided a 15-day cure period to cease, and to cure, such conduct.
Conditions Precedent and Subsequent. 35.1 The obligations of the Charterers to charter the Vessel from the Owners under this Charter are subject to and conditional upon the Charterers' receipt, on or before the Actual Delivery Date, of the following documents in respect of the Owners:- (a) certified true copy of its certificate of incorporation (and any relevant certificate of incorporation on change of name); (b) certified true copy of its up-to-date articles of incorporation and by-laws; (c) its original certificate of good standing dated no earlier than fifteen (15) days before the Actual Delivery Date; (d) an original certificate of incumbency dated no earlier than fifteen (15) days before the Actual Delivery Date, setting out, inter alia, its directors, officers and shareholders; (e) certified true copy of its board and shareholder resolutions authorizing the Owners to enter into the transaction; and (f) (applicable only if any Transaction Document is executed by an attorney-in-fact for and on behalf of the Owners) an original power of attorney of the Owners appointing attorney(s)-in-fact and authorizing such persons to execute the relevant Transaction Documents for and on behalf of the Owners.
35.2 Notwithstanding anything to the contrary in this Charter, the obligation of the Owners to charter the Vessel to the Charterers under this Charter are further subject to and conditional upon the satisfaction of the following: (a) on or before the Actual Delivery Date, the Owners shall have received, each in form and substance satisfactory to the Owners:- (i) each of the following documents in respect of each of the Obligors:- (A) certified true copy of its certificate of incorporation (and any relevant certificate of incorporation on change of name);
Conditions Precedent and Subsequent. Notwithstanding any other provisions of this Agreement, the Lenders, at their sole option and in their sole discretion, need not make any Loans to the Borrowers or issue any Letter of Credit for the account of the Borrowers, unless the conditions precedent described below are fulfilled:
