Conditions to Performance Sample Clauses
Conditions to Performance. (a) Conditions to the Company's Obligations. The Company's obligations to issue to Purchaser the Purchased Shares hereunder are subject to the performance by Purchaser at or prior to the Closing of all of the agreements of Purchaser contemplated to be performed hereunder at or prior to the Closing and to the satisfaction at or prior to the Closing of the following further condition that the representations and warranties of Purchaser contained in Section 3 hereof shall be true and correct as of the Closing.
Conditions to Performance. In addition to the requirements of Section 9.2 hereof (A) if the reasonably estimated cost of any proposed Alteration in or (1) to the Demised Premises or any portion thereof calculated as a whole or (2) to the Common Elements or any portion thereof calculated as a whole, equals or exceeds Two Million Dollars ($2,000,000) (Adjusted for Inflation from and after the Substantial Completion Date), excluding the cost of interior cosmetic and decorative items included in such Alteration, either individually or in the aggregate with other Alterations in or to the Demised Premises and the Common Elements or any portion thereof undertaken by the same party during any Lease Year in connection with a single job that is performed in stages (each, a “$2,000,000+ Alteration”), (B) to the extent that any portion of any Alteration involves work which will affect any Structural Component other than by having a Nonadverse Structural Effect (each, a “Structural Alteration”), or (C) to the extent that any portion of any Alteration affects any portion of the Demised Premises or the Common Elements that is governed by any element of the DUO (each, a “DUO Alteration”; any Alteration described by clauses (B) or (C) above, a “DUO/Structural Alteration”; any Alteration described by clauses (A), (B) or (C) above, a “Major Alteration”):
(i) Tenant shall furnish to Landlord the following, in respect only of a DUO/Structural Alteration, at least thirty (30) Business Days prior to commencement of any such DUO/Structural Alteration, complete proposed Alteration Plans and Specifications for such DUO/Structural Alteration (which shall include complete information and dimensions necessary for the construction and finishing of the applicable DUO/Structural Alteration and for any engineering required in connection therewith (both standard architectural drawings and in electronic format (including CAD drawings))), prepared by an Architect or by a reputable, licensed professional engineer selected by Tenant (or any Subtenant, as applicable), which submittal shall comply with all applicable Legal Requirements and Insurance Requirements, and any other drawings, information or samples which Landlord may reasonably request, all of the foregoing to be subject to Landlord’s review and approval (1) in respect of any DUO Alteration, only for compliance with the DUO in accordance with the procedures, and within the time periods, applicable to the review and approval of “Design Development Plans” and “Fi...
Conditions to Performance. (a) Conditions to the Company's Obligations. The Company's --------------------------------------- obligations to issue to any Purchaser its Purchased Shares hereunder are subject to the performance by such Purchaser at or prior to the Closing of all of the agreements of the Purchaser contemplated to be performed hereunder at or prior to the Closing and to the satisfaction at or prior to the Closing of the following further conditions: (i) the representations and warranties of such Purchaser contained in Section 3 hereof shall be true and correct as of the Closing and (ii) the Closing (as defined in the Purchase Agreement) shall have occurred and all documents contemplated to be executed and delivered by the parties in connection therewith shall have been so executed and delivered.
Conditions to Performance. A. B▇▇▇▇’s obligation to consummate the transaction contemplated hereunder is expressly subject to the satisfaction (or waiver by B▇▇▇▇) of the following conditions as of the Closing Date (“Buyer’s Closing Conditions”):
Conditions to Performance. 7 i 3 ARTICLE VI Indemnification
Conditions to Performance. Section 6.01
Conditions to Performance. A. Purchaser’s obligation to consummate the transaction contemplated herein shall be contingent and specifically conditioned, until 5:00 p.m. Dallas, Texas time on the thirtieth (30th) day from the Effective Date of this Agreement (the “Review Period”), upon Purchaser, in Purchaser’s sole and absolute discretion, being satisfied with and accepting consistent with Section 3 above, the status of the title to the Real Property as shown by the Title Commitment, Title Documents, the Survey and any updated Survey. The term “Permitted Encumbrance” shall include and be limited to the following matters to the extent Purchaser has not objected to the same during the Review Period: (a) all exceptions and encumbrances to title revealed by the Survey or the Title Commitment (b) the standard printed exceptions contained in the Title Commitment, (c) the Lease, Contracts and other contracts affecting the Real Property, (d) liens for current real estate taxes and assessments which are not yet due and payable, (e) discrepancies, conflicts in boundary lines, shortages in area, encroachments and any state of facts shown on the Survey or which a new or updated survey of the Real Property obtained prior to Closing would disclose, (f) subject to the adjustments provided for herein, any service, installation, connection or maintenance charge, and charges for sewer, water, electricity, telephone, cable television, internet or gas due from and after the Calculation Date, (g) rights of tenants to remove trade fixtures at the expiration of the term of the Lease of such tenants, (h) rights of tenants as tenants only, and (i) laws, regulations, resolutions or ordinances, including, without limitation, building, zoning and environmental protection, as to the use, occupancy, subdivision, development, conversion or redevelopment of the Real Property currently or hereinafter imposed by any governmental authority. Permitted Encumbrances shall not, however, include any items, if any, which Seller elects to cure in its written response to Purchaser’s Objection Letter in accordance with the terms of Section 3.B. hereof, any Seller Encumbrance or any other matter to the extent Purchaser objects during the Review Period.
Conditions to Performance. 9 5.01. Conditions to Obligations of Each Party.....................9 5.02. Conditions to Obligations of Teltronics.....................9 5.03. Conditions to Obligations of Tri-Link......................10
Conditions to Performance. The obligation of Transferor to transfer the Transferred Shares to Transferee is subject to the consummation of the transfer of (i) the Transferred Assets (as such term is defined in the Stock and Asset Transfer Agreement, dated as of December 2, 1998, between CBS Broadcasting Inc., a New York corporation, and Transferee (the "CBS Broadcasting Stock and Asset Transfer Agreement")) and (ii) all of the issued and outstanding shares of common stock, par value $0.002 per share, of Infinity Media Corporation (formerly Infinity Broadcasting Corporation), a Delaware corporation, from CBS Broadcasting to Transferee, pursuant to the CBS Broadcasting Stock and Asset Transfer Agreement.
Conditions to Performance. (a) Conditions to the Parent's Obligations. The Parent's obligations to issue to each Purchaser the Purchased Equity Securities to be purchased by each Purchaser hereunder are subject to the performance by each Purchaser at or prior to the Closing of all of the agreements of each Purchaser contemplated to be performed hereunder at or prior to the Closing (for the avoidance of doubt, to include the execution and delivery of each Purchaser's Employment Agreement) and to the satisfaction at or prior to the Closing of the further condition that the representations and warranties of each Purchaser contained in Section 3 hereof shall be true and correct in all material respects as of the Closing and no statute, rule, regulation or order of any court or administrative agency shall be in effect which prohibits the Parent or any of the Purchasers from consummating the transactions contemplated hereby.
