Contingency Agreement Sample Clauses

Contingency Agreement. The contract is contingent upon the “Notice to Proceed.”
Sample 1
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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
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.
Sample 1
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.
Sample 1
Contingency Agreement. The Contingency Agreement executed by NS&R and Borrower.
Sample 1

Related to Contingency Agreement

  • The Management Agreement Borrower shall use commercially reasonable efforts to cause Manager to manage the Property in accordance with the Management Agreement. Borrower shall (a) diligently perform and observe all of the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, (b) promptly notify Agent of any notice to Borrower or Manager of any default by Borrower in the performance or observance of any material terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed, and (c) promptly deliver to Agent a copy of all material notices received by it (including, without limitation, any notices relating to the Ground Lease, the Reciprocal Easement and any Joint Manager (as defined in the Reciprocal Easement Agreement) and, upon request by Agent, any other financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement (but excluding any immaterial general correspondence and internal discussion drafts of any such plans, reports or estimates); and (iv) promptly enforce the performance and observance of all of the material covenants required to be performed and observed by Manager under the Management Agreement. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Agent’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its obligations hereunder or under the Management Agreement, Agent shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed.

  • INVESTMENT MANAGEMENT AGREEMENT Separate written agreements entered into (i) by the Manager and the Master Fund and (ii) by the Manager and the Company, pursuant to which the Manager provides investment management services to the Master Fund.

  • 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.

  • Certain Post-Closing Obligations As promptly as practicable, and in any event within the time periods after the Effective Date specified in Schedule 5.14 or such later date as the Administrative Agent reasonably agrees to in writing, including to reasonably accommodate circumstances unforeseen on the Effective Date, Holdings, the Parent Borrower and each other Loan Party shall deliver the documents or take the actions specified on Schedule 5.14 that would have been required to be delivered or taken on the Effective Date but for the proviso to Section 4.01(f), in each case except to the extent otherwise agreed by the Administrative Agent pursuant to its authority as set forth in the definition of the term “Collateral and Guarantee Requirement”.

  • 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 Each member of the Seller Board shall have executed and delivered to Buyer a Support Agreement in the form attached as Exhibit A.

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