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 the Shares hereunder and under the Shareholders' Agreement are subject to the performance by the 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 the Purchaser contained in Section 3 hereof shall be true and correct as of the Closing and (ii) the closing of the transactions contemplated by the Purchase Agreement shall have occurred and all documents contemplated to be executed and delivered by the parties other than the Company in connection therewith shall have been so executed and delivered.
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.
Conditions to Performance. The obligation of the Company to perform hereunder shall be conditioned upon Executive’s surrender to the Company of the certificates representing the Redeemed Shares that are held by Executive or are in the custody of the Company on Executive’s behalf, if any, and any other evidence of ownership. The obligation of Executive to perform hereunder shall be conditioned upon delivery by the Company of the Redemption Price.
Conditions to Performance. (a) The obligations of the Seller to the Purchaser under this Agreement are subject to the following conditions:
(1) The representations and warranties of the Purchaser in Section 5(b) above shall be true on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the Closing.
(2) Closing Deliveries pursuant to Section 5 shall be satisfactory to Seller.
(3) The Purchaser shall have received a fairness opinion from Xxxxx Brothers.
(4) The Closing shall take place on December 1, 2020, unless waived by the Seller.
(b) The obligations of the Purchaser under this Agreement are subject to the following conditions:
(1) The representations and warranties of the Seller contained in Section 6(a) above shall be true on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.
(2) On the Closing, the Purchaser shall have received and be satisfied with the Valuation and Fairness Opinion described in paragraph 7(d).
(3) The Purchaser shall be satisfied that the ESOP Note and ESOP Loan Agreement constitute an “exempt loan” (within the meaning of Treas. Reg. §54.4975-7) from the Seller.
(4) The Purchaser shall have obtained a written direction from the “Committee” (defined and described in the trust agreement forming the Purchaser) or the Trustee(s) to engage in the proposed stock purchase and exempt loan transactions contemplated herein.
Conditions to Performance. This Settlement Agreement and the Parties’ obligations hereunder are contingent upon the occurrence of the two events listed below in subparagraphs a. and b. The Settlement Agreement shall take effect on the date (the “Effective Date”) of the later to occur, of the following:
a. The date of preliminary judicial approval of a settlement agreement executed by the Nouris, the Company and the lead plaintiff on behalf of herself and members of the settlement class in the Class Action (the “Lead Plaintiff”); provided, however, that such Class Action Settlement agreement shall provide for the following:
i. the contribution by Xxxxx Xxxxx of twenty five thousand (25,000) registered shares of the common stock of the Company, par value $.001 per share, to a settlement fund established pursuant to the Class Action Settlement;
ii. the contribution by the Company of XXX XXXXXXX XXXXXXXX XXXXXX XXXXXX XX XXXXXXX DOLLARS (US$100,000) to the settlement fund;
iii. full release of the Nouris from claims by the Class Action Plaintiffs in the Class Action;
iv. Shall be substantially in the form of the Class Action Settlement agreement attached hereto as Exhibit B.
b. American International Group, Inc. (“AIG”) shall have released any and all claims against either the Company or the Nouris in connection with payments made under National Union Fire Insurance Co. of Pittsburgh, Pa. Policy No. 000-00-00. The Parties agree that only a non-occurrence of one or both of these events will prevent this Settlement Agreement, and the promises contained herein, from becoming a fully binding agreement between the Parties. Additionally, upon execution of this Agreement. the Nouris agree not to take further steps to enforce their judgment against the Company for at least 75 days. In the event the Effective Date does not occur within 75 days of execution because AIG refuses to release any claims as contemplated above, or the Class Action Settlement is not preliminarily approved by the District Court, the Nouris agree not to take further steps to enforce their judgment against the Company for an additional 30 days during which the Parties shall negotiate in good faith a revised settlement agreement.
Conditions to Performance. The performance by Trylon and Perisphere hereunder shall be conditioned upon the truth and accuracy of the material representations and warranties made by Upjohn to Trylon and Perisphere under Section 9 as of the date such are given. The performance by Upjohn hereunder shall be conditioned upon the truth and accuracy of the material representations and warranties made by Trylon and Perisphere to Upjohn under Section 10 as of the date such are given.
Conditions to Performance. The obligation of the Company to perform hereunder shall be conditioned upon delivery by Executive of all certificates representing the Preferred Stock. The obligation of Executive to perform hereunder shall be conditioned upon delivery by the Company of the Preferred Stock Redemption Price.
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 twenty-fifth (25th) 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 and Survey. The term “
