Conditions Precedent to Payment Obligations Sample Clauses

Conditions Precedent to Payment Obligations. In no event shall AASDI be entitled to receive any payment from prior to ASD‘s actual receipt of that payment from Client and AASDI waives all right to commence litigation, arbitration or any other proceeding against ASD or its sureties for payment until said monies are received by ASD. AASDI acknowledges that it is relying for payment solely on Client’s willingness and ability to pay for the work performed, and not on the ability of ASD or its sureties to pay for the work. AASDI expressly agrees that it retains the risk of Client’s insolvency or Client’s inability or refusal to pay for the Services, and such risk is not transferred to ASD. AASDI further acknowledges that it has had an adequate opportunity to perform its own inquiry into Client’s financing for the Project and is not relying on any information from ASD. AASDI agrees that ASD‘s sureties are intended third-party beneficiaries of this Section 11.2.
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Conditions Precedent to Payment Obligations. The following conditions must be satisfied or waived by the Village before the Village’s obligation to pay RARE the Rebate Payments as hereinafter provided commences: (A) In connection with construction of the Oswego LongHorn, all building permit fees and all other fees and charges then due and payable as required by applicable Village Ordinances shall have been paid; (B) The Oswego LongHorn has been constructed substantially in accordance with the plans and elevations for the Oswego LongHorn approved by the Village Board, Oswego LongHorn shall have obtained a temporary or permanent certificate of occupancy, which will not be unreasonably withheld, conditioned or delayed by the Village and the Oswego LongHorn shall open for business not later than the Commencement Date: (C) Oswego LongHorn shall not be in material default of this Agreement beyond any applicable cure period; and (D) The improvements at Oswego LongHorn are constructed and operated in accordance with the building codes, health regulations and other Ordinances of the Village.
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Conditions Precedent to Payment Obligations. To be eligible for the Water Main Extension Incentive and the Village Building Permit Waiver Incentive, the following conditions must be satisfied by the Developer no later than the one (1) year from the Effective Date of the Agreement (hereinafter referred to as the “Opening Date”), except for instances of Force Majeure: (A) In connection with construction of the Golf Dome, all required development-related fees, permits, and charges then due and payable as required by applicable Village Ordinances are paid in full; and (B) The Golf Dome was constructed substantially in accordance with the plans, elevations for the Golf Dome were approved by the Village Board, and permanent certificate of occupancy for the Golf Dome was obtained, and the Golf Dome shall be Open for Business; and (C) The Developer submitted the Water Main Access and Water Main Extension to the Village for final acceptance as a Public Improvement in accordance with Section 8.16 of Subdivision and Development Control Regulations within the Village’s Code of Ordinances; and (D) Developers shall not be in material default of this Agreement beyond any applicable cure period; (E) All improvements and development of any kind on or in relation to Subject Property are in substantial compliance with the project scope, site plans, architectural plans and elevations, engineering plans, and plats, as appropriate, submitted to and approved by the Village (hereinafter referred to as the “Improvements”), and are constructed and operated in accordance with the building codes, health regulations and other Ordinances of the Village; and (F) After all of the conditions set forth above have been satisfied, the Developer shall then submit to the Village the following: a. A properly executed statement/invoice to the Village showing the full cost of the Water Main Extension, including, without limitation, labor, materials, and equipment necessary to complete the Water Main Extension; b. Proof of payment by the Developer for the amounts set forth in the statement/invoice; c. Final lien waivers from all of Developer’s contractors, subcontractors, employees, or individuals providing any services concerning the Improvements; and d. All other documentation reasonably requested by the Village concerning the Water Main Extension. (hereinafter collectively, "Reimbursement Documents"). Within sixty (60) days of the Village receiving a complete set of the Reimbursement Documents, the Village will issue a check to the Develo...
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Conditions Precedent to Payment Obligations. In no event shall AASDI be entitled to receive any payment from prior to ASD‘s actual receipt of that payment from Client and AASDI waives all right to
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Related to Conditions Precedent to Payment Obligations

  • Conditions Precedent to the Obligations of the Company to sell Shares at the Closing. The Company’s obligation to sell and issue to the Purchaser the Allocated Shares at the Closing is subject to the fulfillment to the satisfaction of the Company on or prior to the Closing Date of the following conditions, any of which may be waived by the Company:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF DEVELOPER The obligations of Developer under this Agreement are conditioned upon the following:

  • Conditions Precedent to the Obligation of the Company to Close and to Sell the Securities. The obligation hereunder of the Company to close and issue and sell the Securities to the Purchasers at the Closing Date is subject to the satisfaction or waiver, at or before the Closing of the conditions set forth below. These conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion.

  • Conditions Precedent to the Obligations of Seller The obligations of Seller under this Agreement are subject to the each of the following conditions being met:

  • Conditions Precedent to the Obligations of the Purchaser Each and every obligation of the Purchaser under this Agreement to be performed at or before the Closing shall be subject to the satisfaction, at the Closing, of each of the following conditions:

  • Conditions Precedent to the Obligations of the Purchasers The obligation of each Purchaser to acquire Securities at the Closing is subject to the satisfaction or waiver by such Purchaser, at or before the Closing, of each of the following conditions:

  • Conditions Precedent to the Obligations of the Company The obligation hereunder of the Company to issue and sell the shares of Common Stock to the Investor incident to each Closing is subject to the satisfaction, or waiver by the Company, at or before each such Closing, of each of the conditions set forth below.

  • Conditions Precedent to Obligations of the Purchaser The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser, in its sole discretion, in whole or in part): (a) each of the parties to the Transaction Documents, other than the Purchaser, shall have executed and delivered to the Purchaser the Transaction Documents; (b) there shall have been no change, event, effect or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect in the Business, results of operations or condition (financial or otherwise) of the Group Companies, taken as a whole; (c) (i) the representations and warranties in the Company Fundamental Warranties and the Seller Fundamental Warranties shall be true and correct in all respects when made and as of the Closing with the same force and effect as if made as of the Closing, except to the extent such representations and warranties relate to another date (in which case such representations and warranties shall be true and correct in all respects as of such other date with the same force and effect as if made as of such other date), and (ii) the representations and warranties set forth in Article III and Article IV (other than the Company Fundamental Warranties and the Seller Fundamental Warranties) (A) that are not qualified by “materiality”, “Material Adverse Effect” or similar qualifiers shall have been true and correct in all respects when made and shall be true and correct in all material respects as of the Closing with the same force and effect as if made as of the Closing, and (B) that are qualified by “materiality”, “Material Adverse Effect” or similar qualifiers shall have been true and correct in all respects when made and as of the Closing with the same force and effect as if made as of the Closing, in each case of (A) and (B), other than such representations and warranties that relate to another date (in which case such representations and warranties shall be true and correct in all respects as of such other date with the same force and effect as if made as of such other date); (d) the Parties other than the Purchaser shall have performed and complied with, in all material respects, each of the obligations and agreements required by this Agreement to be performed or complied with by them on or prior to the Closing Date; (e) there shall have been no Legal Proceeding pending against the Seller or any Group Company, which may prohibit or restrict the transaction contemplated under this Agreement or have any Material Adverse Effect on the Business or any Group Company; (f) no Group Company shall have been an obligor under any Indebtedness other than any indebtedness incurred or arising in the ordinary course of Business; (g) each of the Outgoing Directors shall have delivered to the board of the directors of the BVI Holdco, the HK Holdco or the Company, as applicable, the signed but undated Resignation and Release Letter; and (h) the Purchaser shall have received a certificate jointly signed by the Parties other than the Purchaser, dated the Closing Date, certifying that the conditions set forth in Section 7.2(a), Section 7.2(b), Section 7.2(c), Section 7.2(d), Section 7.2(e), Section 7.2(f) and Section 7.2(g) have been satisfied.

  • Conditions Precedent to the Obligations of Sellers The obligations of Sellers to consummate the Transactions are also subject to the satisfaction at or prior to the Closing Date of each of the following conditions, unless waived by the Seller Representative in writing: (a) Each representation and warranty of Buyer contained in this Agreement shall, if specifically qualified by materiality or Material Adverse Effect, be true and correct in all respects and, if not so qualified, be true and correct in all material respects, in each case as of the date of this Agreement and on and as of the Closing Date, as though made on and as of such date (other than those representations and warranties made as of a specific date, which shall be true and correct or true and correct in all material respects, as the case may be, as of such date). (b) Buyer shall have performed in all material respects all of its obligations and agreements, and complied in all material respects with all covenants and conditions, contained in this Agreement shall to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to obligations and agreements that are qualified by materiality, Buyer shall have performed such obligations and agreements, as so qualified, in all respects. (c) Buyer shall have delivered to Seller a certificate, dated the Closing Date, signed by a duly authorized officer of Buyer certifying as to (i) the fulfillment of the conditions specified in Sections 8.2(a) and (b), and (ii) the incumbency of each Person having authority to execute and deliver this Agreement and the Transaction Documents to which Buyer is party. (d) There shall not have been any material statute, rule, regulation, order, judgment or decree proposed, enacted, promulgated, entered, issued, enforced or deemed applicable by any foreign or United States federal, state or local Governmental Authority, and there shall be no action, suit or proceeding pending or threatened, which: (i) makes or may make any Transaction Document or any of the Transactions illegal, or imposes or may impose material damages or penalties in connection therewith; or (ii) otherwise prohibits or unreasonably delays, or may prohibit or unreasonably delay the Transactions. (e) Since the date hereof, nothing shall have occurred, and Sellers shall not have become aware of any circumstance, change or event having occurred prior to such date, which individually or in the aggregate, has had or could reasonably be expected to have, a Material Adverse Effect on the consummation of the Transactions. (f) Since the date hereof, there shall not have been any Material Adverse Effect on Buyer, or any event, change, or effect that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Buyer. (g) Buyer shall have delivered to Sellers such other documents or instruments as Sellers reasonably request and are reasonably necessary to consummate the Transactions.

  • Conditions Precedent to Obligations of the Company The obligations of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of the following conditions:

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