Contingency Agreement Sample Clauses

Contingency Agreement. In recognition of the uncertainty of Board revenue during the life of this Agreement, the Association and the Board agree as follows:
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Contingency Agreement. If Company and EEX enter into the Contingency Agreement, Company shall provide Agents a copy of the Contingency Agreement and Company shall provide Banks a certificate which sets forth the proposed Borrowing Base value assigned to the EEX Interest and the resulting Borrowing Base and Threshold Amount after giving effect to the proposed Borrowing Base value of the EEX Interest.
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Contingency Agreement. The Contingency Agreement executed by NS&R and Borrower.
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Contingency Agreement. At closing of the EEX Acquisition, if Company and EEX enter into the Contingency Agreement, Company shall provide to Banks according to Section 7.03(b) hereof a certificate that sets forth the Borrowing Base value to be assigned to the EEX Interest that is assigned and conveyed to EEX pursuant to the Contingency Agreement. If Company's certificate reflects that the Borrowing Base value of the EEX Interest is greater than $10,000,000 but less than $20,000,000, then the Borrowing Base shall remain at $560,000,000 and the Threshold Amount shall remain at $525,000,000. If Company's certificate reflects that the Borrowing Base value of the EEX Interest is greater than $20,000,000, then the Borrowing Base and the Threshold Amount shall each be reduced by the amount by which the Borrowing Base value of the EEX Interest as set forth in Company's certificate exceeds $15,000,000. If Company's certificate reflects that the Borrowing Base value of the EEX Interest is less than $10,000,000, then the Borrowing Base and the Threshold Amount shall be increased by the amount by which $15,000,000 exceeds the Borrowing Base value of the EEX Interest as set forth in Company's certificate. If Majority Banks do not provide written notice to Agents disapproving the Borrowing Base and Threshold Amount set forth in Company's certificate within 30 days following the closing date of the EEX Acquisition, then the Borrowing Base and Threshold Amount set forth in Company's certificate shall remain in effect until redetermined according to the terms of this Loan Agreement. If Majority Banks provide written notice to Agents disapproving the Borrowing Base and Threshold Amount set forth in Company's certificate within 30 days from the closing date of the EEX Acquisition, then Majority Banks shall determine the Borrowing Base value of the EEX Interest and the resulting Borrowing Base and Threshold Amount, provided that there shall be no reduction to the Borrowing Base and Threshold Amount unless Majority Banks determine that the Borrowing Base value to be assigned to the EEX Interest exceeds $20,000,000.
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Contingency Agreement. The contract is contingent upon the “Notice to Proceed.”
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Contingency Agreement. The Sponsor Purchasers each hereby severally agree that, if, at any time on or after the date hereof, Parent and/or Merger Sub shall have any liability to the Company under the Plan of Merger or otherwise that cannot be satisfied out of the assets of Parent and/or Merger Sub, the Sponsor Purchasers shall make an equity contribution to Parent (which shall, to the extent needed, be contributed by Parent to Merger Sub) in an amount up to the amount of such liability (such obligation of the Sponsor Purchasers, the "Backstop Obligation") which contribution shall be made on a pro rata basis by Trimaran (and on the same pro rata basis by each entity comprising Trimaran) and Bear (and on the same pro rata basis by each entity comprising Bear) in proportion to the respective amounts of Purchased Equity Securities to be purchased by each of them pursuant to this Agreement (i.e. 50% each); provided, that each Sponsor Purchaser shall, in any event, be deemed to have satisfied in full its pro rata share of the Backstop Obligation once it has contributed to Parent in respect of such Backstop Obligation and/or paid or otherwise delivered to Parent (whether as payment of the Purchase Price or otherwise) an aggregate $12,500,000 in cash. Any contribution by a Sponsor Purchaser to Parent pursuant to this paragraph shall reduce by an equal amount any obligation that such Sponsor Purchaser may have to Parent under this Agreement to pay the Purchase Price applicable to it (but without reducing the amount of Purchased Equity Securities to be purchased by it hereunder). Anything in this Agreement to the contrary notwithstanding, no Purchaser shall be liable for special, indirect, consequential or punitive damages in respect of any breach of its obligations under this Agreement. The Company covenants, agrees and acknowledges that: (i) for any claim asserted by the Company against Parent, Merger Sub or any Sponsor Purchaser, including without limitation, any claim that arises out of or relates in any way to the negotiation, entry into or terms of the Plan of Merger or this Agreement or the transactions contemplated by either of them or the breach or claimed breach thereof, the Company shall be entitled to only a single recovery, and such recovery shall be against Parent and Merger Sub and not any Purchaser and such recovery shall be limited to the amount described in the preceding paragraph, (ii) such recovery shall be the Company's sole and exclusive remedy with respect to any su...
Sample 1

Related to Contingency Agreement

  • Collateral Agency Agreement New Secured Party hereby acknowledges receipt of a copy of the executed Collateral Agency Agreement. New Secured Party hereby becomes (and is hereby designated by GECC) a Secured Party under the Collateral Agency Agreement. New Secured Party agrees to be bound by the terms thereof and hereby authorizes Collateral Agent to act on its behalf under the Collateral Agency Agreement with respect to its Designated Lease Assets set forth on Schedule I attached hereto.

  • Agency Agreement If more than one reinsured company is named as a party to this Contract, the first named company shall be deemed the agent of the other reinsured companies for purposes of sending or receiving notices required by the terms and conditions of this Contract, and for purposes of remitting or receiving any monies due any party.

  • AGREEMENT AMENDMENTS This Agreement may be amended at any time by written instrument duly approved by the President or President's designee and accepted by Faculty Member; provided, however, no such written instrument shall be required for any increase in Faculty Member's salary or any improvement to the fringe benefits of Faculty Member's employment, or for promotion in rank, any of which may be accomplished at any time by official action of the Board of Regents of the University of Nebraska (Board) without the necessity for written modification or amendment of this Agreement. This Agreement and Appendix “A” attached hereto constitute the entire agreement between the parties. This Agreement supersedes all previous agreements between or among the parties. There are no agreements, representations or warranties between or among the parties other than those set forth in this Agreement or the documents and agreements referred to in this Agreement.

  • Collateral Access Agreements Such Grantor shall use commercially reasonable efforts to obtain a Collateral Access Agreement, from the lessor of each leased property, mortgagee of owned property or bailee or consignee with respect to the operator of any warehouse, processor or converter facility or other location (each of which is identified on Exhibit B hereto), where Collateral in excess of $1,000,000 is stored or located at any given time (other than (i) company-owned facilities and (ii) retail stores), which agreement or letter shall provide access rights, contain a waiver or subordination of all Liens or claims that the landlord, mortgagee, bailee or consignee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Administrative Agent. With respect to such locations or warehouse space leased as of the Effective Date and thereafter where Collateral in excess of $1,000,000 is stored or located (other than (i) company-owned facilities and (ii) retail stores), if the Administrative Agent has not received a Collateral Access Agreement as of the Effective Date (or, if later as of the date such location is acquired or leased), the Borrower’s Eligible Inventory at that location shall be subject to such Reserves as may be established by the Administrative Agent. After the Effective Date, no real property or warehouse space shall be leased by such Grantor (other than retail stores) and no Inventory shall be shipped to a processor or converter under arrangements established after the Effective Date, unless and until a satisfactory Collateral Access Agreement shall first have been obtained with respect to such location or if it has not been obtained, the Borrower’s Eligible Inventory at that location shall be subject to the establishment of Reserves acceptable to the Administrative Agent. Such Grantor shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or third party warehouse where any Collateral is or may be located.

  • Property Management Agreement The Property Management Agreement is in full force and effect and, to Borrower's Knowledge, there are no defaults thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

  • Management Agreement The Management Agreement is in full force and effect and there is no default thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

  • Support Agreement CFSC will not terminate, or make any amendment or modification to, the Support Agreement which, in the determination of the Agent, adversely affects the Banks’ interests pursuant to this Agreement, without giving the Agent and the Banks at least thirty (30) days prior written notice and obtaining the written consent of the Majority Banks.

  • Servicing Agreement General Summary The Sellers and the Purchasers intend this Agreement to amend and restate that certain “Servicing Agreement,” dated March 23, 2021, for purposes of the Purchase Agreement and wish to set forth herein the terms upon which each Purchaser will, to the fullest extent permitted by applicable Law and the applicable Corporate Trust Contract, and subject to the applicable provisions of this Agreement, assume the responsibility (as agent of the applicable Seller) to supervise, manage, administer and otherwise discharge the duties of the applicable Seller in a Corporate Trust Capacity under (a) any Restricted Appointment and (b) any Excluded Appointment (collectively, the “Serviced Appointments”), and the Purchasers will discharge and perform when due, and indemnify the Sellers for, the Assumed Servicing Liabilities.

  • Project Agreements Provided that where the company commences work on a project where a site agreement exists to which the company is contractually obligated or where a site agreement exists between the union and the client or their agent that provides for higher rates of pay and conditions, the conditions contained in any such site agreement will take precedence over this Agreement for the duration of the project.

  • Support Agreements (a) At any meeting of the shareholders of Parent, however called, or at any adjournment or postponement thereof, or in any other circumstance in which the vote, consent or other approval of the shareholders of Parent is sought, each Sponsor shall (i) appear at each such meeting or otherwise cause all of its Parent Ordinary Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, all of its Subject Securities: (i) in favor of the Parent Shareholder Approval Matters and in favor of any proposal in respect of an Extension Amendment; (ii) against (or otherwise withhold written consent of, as applicable) any Business Combination or any proposal relating to a Business Combination (in each case, other than as contemplated by the Merger Agreement); (iii) against (or otherwise withhold written consent of, as applicable) any merger agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Parent (other than the Merger Agreement and the transactions contemplated thereby); (iv) against (or otherwise withhold written consent of, as applicable) any change in the business, management or board of directors of Parent (other than in connection with the Merger Agreement and the transactions contemplated thereby); and (v) against (or otherwise withhold written consent of, as applicable) any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Support Agreement or the Merger Agreement or any of the transactions contemplated hereby or thereby, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of Parent or Merger Sub under the Merger Agreement, (C) result in any of the conditions set forth in Article VIII of the Merger Agreement not being fulfilled or (D) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, Parent. Each Sponsor hereby agrees that it shall not commit or agree to take any action inconsistent with the foregoing, and shall not deposit any of its Parent Ordinary Shares in a voting trust, grant any proxy or power of attorney with respect to any of its Parent Ordinary Shares or subject any of its Parent Ordinary Shares to any arrangement or agreement with respect to the voting of such Parent Ordinary Shares unless specifically requested to do so by the Company and Parent in writing in connection with the Merger Agreement, the Additional Agreements or the transactions contemplated thereby. (b) Each Sponsor shall comply with, and fully perform, all of its obligations, covenants and agreements set forth in, that certain Letter Agreement, dated as of April 6, 2022, by and among the Sponsors and Parent (the “Sponsor Letter”). (c) Each Sponsor agrees that, if Xxxxxx seeks shareholder approval of the transactions contemplated by the Merger Agreement or any Additional Agreements, such Sponsor shall not redeem any Subject Securities owned by it in conjunction with such shareholder approval or the transactions contemplated thereby. (d) During the period commencing on the date hereof and ending on the Expiration Time, each Sponsor shall not modify or amend any Contract between or among such Sponsor or any Affiliate of such Sponsor (other than Parent or any of its Subsidiaries), on the one hand, and Parent or any of Parent’s Subsidiaries, on the other hand, except for the amendment of the Investment Management Trust Agreement as contemplated by the Merger Agreement.