Conditions to the Obligations of SPTL Sample Clauses

Conditions to the Obligations of SPTL. The obligation of SPTL to fulfill its obligations under this Agreement shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Date, any of which may be waived, in writing, exclusively by SPTL:
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Conditions to the Obligations of SPTL. The obligation of SPTL to fulfill its obligations under this Agreement shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Date, any of which may be waived, in writing, exclusively by SPTL: (a) Receipt of Agreements. SPTL shall have received a copy of each of the following agreements: (i) the AUO Subscription Agreement, duly executed by the JVC and AUO, pursuant to which AUO will subscribe for Shares as contemplated by Section 2.4; (ii) the SPTL Subscription Agreement, duly executed by the JVC, pursuant to which SPTL will subscribe for additional Shares as contemplated by Section 2.4; (iii) a License and Technology Transfer Agreement, in substantially the form attached hereto as Exhibit A (the “License and Technology Transfer Agreement”), duly executed by the JVC and AUO, pursuant to which AUO and SPTL will license intellectual property to the JVC; (iv) a Supply Agreement, in a form mutually agreed upon in writing by the JVC and the Shareholders (the “AUO Supply Agreement”), duly executed by the JVC and AUO (or an Affiliate thereof), pursuant to which the JVC will supply Solar Cells to AUO (or applicable Affiliate thereof); (v) a Supply Agreement, in substantially the form attached hereto as Exhibit B (the “SPTL Supply Agreement”), duly executed by the JVC and AUO, pursuant to which the JVC will supply Solar Cells to SPTL (or applicable Affiliate thereof); (vi) an IP Services Agreement, in a form mutually agreed upon in writing by the JVC and the Shareholders (the “IP Services Agreement”), duly executed by the JVC and AUO; and 15 (vii) either (A) an Assumption Agreement, in form and substance reasonably satisfactory to the Parties (the “Assumption Agreement”), duly executed by the JVC and ***, pursuant to which the JVC will assume certain obligations of SunPower Corporation under a certain polysilicon contract provided that the total prepayment obligations of such contract shall not exceed $*** and the total obligations regarding the committed purchase quantity shall not exceed *** kilograms, together with any other documents required by *** in connection therewith, or (B) another agreement, in form and substance reasonably satisfactory to the Parties, duly executed by the JVC, that provides the JVC and SunPower Corporation with a commercial arrangement at least as favorable to SunPower Corporation as the commercial arrangement that would reasonably be likely to be in effect if the Assumption Agreement were f...
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Related to Conditions to the Obligations of SPTL

  • Conditions to the Obligations of Seller The obligation of Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by Seller:

  • Conditions to the Obligations of Sellers The obligations of Sellers under this Agreement are, at their option, subject to the fulfillment of the following conditions prior to or at the Closing Date:

  • CONDITIONS TO THE OBLIGATIONS OF EACH PARTY. The obligations of the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction of the following conditions:

  • Conditions to the Obligations of the Parties The obligations of the Parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists of the following conditions:

  • Conditions to the Obligations of the Buyer Each and every obligation of the Buyer under this Agreement shall be subject to the satisfaction by the Seller and the Company, on or before the Closing Date, of each of the following conditions unless waived in writing by the Buyer:

  • Conditions to the Obligations of the Company The obligations of the Company to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions:

  • Conditions to the Obligations of Each Party The respective obligations of each party to consummate the Merger are subject to the satisfaction or (to the extent permitted by Law) waiver by the Company and Parent at or prior to the Effective Time of the following conditions:

  • Conditions to the Obligations of Buyer The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by Buyer:

  • Conditions to the Obligations of the Purchaser The obligations of the Purchaser under this Agreement shall be subject to the satisfaction of each of the following conditions unless waived in writing by the Purchaser:

  • Conditions to the Obligations of the Purchasers The obligation of each Purchaser to purchase and pay for the Preferred Shares being purchased by it on the Closing Date is, at its option, subject to the satisfaction, on or before the Closing Date, of the following conditions:

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