Contingent Grant Sample Clauses

Contingent Grant. The Donor’s support under this Agreement is expressly contingent upon Xxxxxx, Inc. (“Menard”), executing an agreement providing for a grant from Xxxxxx, Inc. (the “Xxxxxx Xxxxx Agreement”) to support the Center Programs. Therefore, the Donor shall not provide any of the Contributed Amount or be obligated to fulfill any other obligation until the Xxxxxx Xxxxx Agreement is executed and attached to this Agreement as Attachment B. The Donor’s pledge to make contributions pursuant to this Agreement and Menard’s pledge to make contributions pursuant to the Xxxxxx Xxxxx Agreement are each contingent upon each other. Therefore, any breach of this Agreement, if caused by the Foundation or the University, is a separate and independent breach on the part of the Foundation or the University, as applicable, under the Xxxxxx Xxxxx Agreement and entitles the Xxxxxx, Inc. to exercise any and all of its remedies provided in the Xxxxxx Xxxxx Agreement, up to and including the right to terminate the Xxxxxx Xxxxx Agreement.
Sample 1
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Contingent Grant. The Option granted herein is expressly conditioned on receiving the approval of the majority of Shares of the Company present, or represented and entitled to vote, at a vote of the stockholders held in accordance with the Bylaws of the Company by the earlier of (i) the second anniversary of this Agreement or (ii) the Company's next Annual Meeting of Stockholders.
Sample 1Sample 2
Contingent Grant. The Donor's support under this Agreement is expressly contingent upon Xx. Xxxxxxx Xxxxxx, Mr. Xxxxxxx Xxxxxxxx, and Xx. Xxx Xxxxxx executing an agreement providing for a grant (the "RazookAgreement," the "ChandlerAgreement," and the "Xxxxxx Agreement''Jto suppmt the Center Programs. Therefore, Donor shalfoot provide any of the Contributed Amount or be obligatea"to fulfill any other obligation until the RazookA reement, Xxxxxxxx Agreement, and Xxxxxx Agreement are executed and attached to this r g r Ageement as Attachment B. The Donor's pledge to make contributions pursuant to this Ag eement and the pledges of Xx. Xxxxxx, Xx. Xxxxxxxx, and Xx. Xxxxxx to make contributions pursuant to the Xxxxxx Agreement, Xxxxxxxx Agreement, and Xxxxxx Agreement are each contingent upon each other. Therefore, any breach of this Agreement, if caused by the Foundation or the Un1versity, is a separate and independent breach on the part of the Foundation or the University, as applicable, under the RazookAgreement, ChandlerAgreement, and Xxxxxx Agreement, and entitles Xx. Xxxxxx, Xx. Xxxxxxxx, and Xx. Xxxxxx to exercise any and all of its remedies provided in the RazookAgreemen't, ChandlerA reement, and Xxxxxx A reement up to and including the right to terminate the Xxxxxx Agreement, Xxxxxxxx Agreement, and Xxxxxx Agreement.
Sample 1
Contingent Grant. PDC shall make available the Contingent Grant that may be dispersed, over time, as follows: 1. It is currently desired that the heating and cooling systems for VMC will be supplied by a district energy system within two years of the Effective Date. Until VMC’s existing heating and cooling systems are replaced by district energy, the City will continue to provide repairs and maintenance for the existing systems. However, if the anticipated costs for continued operation of the existing system during such period are anticipated to exceed $120,000, the City will consult with PDC about the City’s desire to pursue capital replacements of the systems. If the City thereafter elects to proceed with capital replacements, the City may draw funds under the Contingent Grant to pay for the capital costs of such replacements. 2. If by October 31, 2014, a district energy system servicing the VMC has not been implemented or efforts to create a district energy system servicing the VMC have terminated, the City may elect to replace the VMC’s heating and cooling system. If the City makes such an election, the City may draw any remaining funds under the Contingent Grant. 3. In all events, the Contingent Grant funds may only be drawn on by the City for such eligible expenses related to the heating and cooling system as are consistent with the requirements of Section III.I. hereof.
Sample 1
Contingent Grant i. The Donor's suppo1t under this Agreement is expressly contingent upon the Foundation and University executing an agreement to support the Institute Programs with: (i) Xxxxxx Xxxxxx for a xxxxx from the Troesh Family Foundation (the "Xxxxxx Xxxxx Agreement"); (ii) the Xxxxxxx & Xxxxxx Xxxxxxxx Family Foundation (the "Xxxxxxx & Xxxxxx Xxxxxxxx Family Foundation Grant Agreement"); and (iii) Xxxx Xxxxx for a xxxxx made in his individual capacity (the "Xxxxx Xxxxx Agreement"). The Troesh Family Foundation, the Xxxxxxx & Xxxxxx Xxxxxxxx Foundation, and Xxxx Xxxxx are collectively referred to as the "Donor Pattners." ii. The Donor shall not provide any of the Contributed Amount or be obligated to fulfill any other obligation until the Donor Partners Grant Agreements are executed and executed copies are provided to the Donor where permitted. The Donor's pledge to make contributions pursuant to this Agreement and the Donor Partners' pledges made in each respective Donor Grant Agreement are each contingent upon each other. Therefore, any breach of this Agreement, if caused by the Foundation or the University, is a separate and independent breach on the part of the Foundation or the University, as applicable, under each of the respective Donor Grant Agreements and entitles each Donor Paitner to exercise any and all oftheir remedies provided in each respective Donor Paitner Grant Agreement.
Sample 1
Contingent Grant. (a) The Company hereby awards to the Participant under the Plan as a separate incentive and not in lieu of any salary or other compensation for his or her services the opportunity to receive Performance Share Units, subject to all of the terms and conditions in this Agreement and the Plan, and subject to the Canopy Investment Transaction closing within 120 days of the Date of Contingent Grant (“Deadline Date”). If the closing does not occur prior to the close of business on the Deadline Date, the Contingent Grant will be cancelled in its entirety on the next business day immediately following the Deadline Date, and the Participant will not have any legal rights or claims under this Agreement, notwithstanding any provisions in this Agreement or under the Plan. If the Canopy Investment Transaction closes on or prior to the Deadline Date, the Participant will not generally receive any Performance Share Units unless the specified service and performance requirements set forth herein are satisfied. (b) For purposes of this Agreement, the “Canopy Investment Transaction” shall mean the transaction contemplated by the Subscription Agreement, dated August 14, 2018 (the “Purchase Agreement”), between Canopy Growth Corporation (“Canopy Growth”) and CBG Holdings LLC (“CBG”) under which Canopy Growth will sell, and CBG will purchase, certain common shares and warrants to purchase certain additional common shares of Canopy Growth.
Sample 1
Contingent Grant. The Donor's support under this Agreement is expressly contil1gent upon the University Fund LLC ("the University Fund"), executing an agreement providing for a grant through its Art ai1d Xxxxxxx Xxxxxx Principled Entrepreneurship Fund (the "University Fund Grant Agreement") to support the Center Programs. Therefore, the Donor shall not provide any of the Contributed Amount or be obligated to ftilfill any other obligation until the University Grant Agreement is executed and attached to this Agreemenfas Attachment
Sample 1
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Contingent Grant. The Donor’s support under this Agreement is expressly contingent upon Xx. Xxxx Xxxx and Xxx. Xxxxx Xxxx executing an agreement providing for a grant (the “Xxxx Xxxxx Agreement”) equal to the CKF grant and on the same payment schedule to support the Institute Programs. Therefore, the Donor shall not provide any of the Contributed Amount or be obligated to fulfill any other obligation until the Xxxx Xxxxx Agreement is executed and attached to this Agreement as Attachment B. The Donor’s pledge to make contributions pursuant to this Agreement and the pledge of Xx. Xxxx Xxxx and Xxx. Xxxxx Xxxx to make contributions pursuant to the Xxxx Xxxxx Agreement are each contingent upon each other. Therefore, any breach of this Agreement, if caused by the University, is a separate and independent breach on the part of the University, as applicable, under the Xxxx Xxxxx Agreement and entitles Xx. Xxxx Xxxx and Xxx. Xxxxx Xxxx to exercise any and all of the remedies provided in the Xxxx Xxxxx Agreement, up to and including the right to terminate the Xxxx Xxxxx Agreement. And any breach of the Xxxx Xxxxx Agreement, if caused by the University, is a separate and independent breach on the part of the University, as applicable, under the CKF Grant Agreement and entitles the Xxxxxxx Xxxx Foundation to exercise any and all of the remedies provided in the CKF Grant Agreement, up to and including the right to terminate the CKF Grant Agreement.
Sample 1
Contingent Grant. The Donor's support under this Agreement is expressly contingent upon The Knee Family Foundation ("Knee) executing an agreement providing for a grant from Knee (the "Knee Grant Agreement") to support the Center Programs. Therefore, the Donor shall not provide any of the Contributed Amount or be obligated to fulfill any other obligation until the Knee Grant Agreement is executed and attached to this Agreement as Attachment B. The Donor's pledge to make contributions pursuant to this Agreement and Knee's pledge to make contributions pursuant to the Knee Grant Agreement are each contingent upon each other. Therefore, any breach of this Agreement, if caused by the Foundation or the University, is a separate and independent breach on the part of the Foundation or the University, as applicable, under the Knee Grant Agreement and entitles Knee to exercise any and all of its remedies provided in the Knee Grant Agreement, up to and including the right to terminate the Knee Grant Agreement.
Sample 1

Related to Contingent Grant

  • Contingent Payment (a) In the event that Purchaser consummates a Change of Control Transaction prior to the second anniversary of the Closing Date (a “Qualifying Sale Transaction”), then Seller shall be entitled to receive a payment in an amount equal to twenty percent (20%) of the Net Sale Proceeds, valuing any non-cash consideration included in the Net Sale Proceeds at fair market value (as determined in good faith by the board of directors of Purchaser) (such payment, the “Contingent Payment”), payable in accordance with the provisions of this Section 2.7. (b) No later than five (5) days following the final determination of the Qualifying Sale Proceeds pursuant to the post-closing purchase price adjustment provisions of the definitive agreement for such Qualifying Sale Transaction (the “Qualifying Sale Agreement”) Purchaser shall deliver to Seller, along with reasonable supporting documentation, a statement setting forth in reasonable detail Purchaser’s good faith calculation of the Net Sale Proceeds and the resulting Contingent Payment (the “Contingent Payment Statement”). Purchaser’s calculation of the Contingent Payment set forth in the Contingent Payment Statement shall be final and binding for all purposes of this Agreement unless Seller delivers to Purchaser a written objection to such calculation within twenty (20) days following the date of delivery of the Contingent Payment Statement setting forth in reasonable detail Seller’s basis for its objection. In the event that Seller timely submits any such written objection, then Purchaser and Seller shall negotiate in good faith to resolve their dispute with respect to the calculation of the Contingent Payment; provided, that if such dispute is not resolved within twenty (20) days after delivery of such written objection, then the dispute resolution provisions of Section 2.4(b) shall apply, mutatis mutandis. (c) No later than three (3) Business Days after final determination of the amount of the Contingent Payment pursuant to Section 2.7(b), Purchaser shall pay to Seller the Contingent Payment by wire transfer of immediately available funds to the bank account designated by Seller at least one (1) Business Day prior to the end of such three (3) Business Day period; provided, that in the event that any portion of the consideration to be received by Cerberus pursuant to such Qualifying Sale Transaction (i) is subject to any escrow, holdback or other contingency, then the proportionate amount of the Contingent Payment shall be withheld and not paid to Seller unless, until and only to the extent that such portion of Cerberus’s consideration is released to Cerberus from any such escrow or holdback, or such contingency lapses or is satisfied (or any portion of the amounts withheld in respect of such contingency is distributed to the limited partners or other investors of Cerberus), as applicable, and (ii) is non-cash consideration, then the Contingent Payment shall be made in the same proportion of cash and non-cash consideration as the proportion of cash and non-cash consideration comprising the Qualifying Sale Proceeds; provided further that, to the extent receipt of any non-cash consideration would cause Seller or any of its Affiliates to be bound by, or otherwise subject to, any noncompetition, nonsolicitation or other material restrictive covenant (other than a customary confidentiality covenant, and expressly excluding any shareholder restrictions on transfer that apply equally to Cerberus), Seller instead shall be entitled to receive from Purchaser cash with a value equivalent to such non-cash consideration, valuing such non-cash consideration at fair market value (as determined in good faith by the board of directors of Purchaser). (d) Notwithstanding anything to the contrary in this Section 2.7 or otherwise, but subject to any rights Seller or any of its Affiliates may have under the Ancillary Agreements, (i) Seller shall have no rights with respect to any Change of Control Transaction, Qualifying Sale Transaction or Qualifying Sale Agreement (including, without limitation, no information rights or rights to object or consent to any such transaction or agreement) other than the rights expressly set forth herein to receive the Contingent Payment if and when payable pursuant to the terms of this Section 2.7 and (ii) Purchaser shall not be permitted in connection with any Qualifying Sale Transaction to bind Seller or any of its Affiliates to sell any equity interests to, or to make any agreement, covenant or restriction with or in favor of, any third party.

  • Contingent Payments (a) Following the Closing and as additional consideration for the Securities, Buyer shall make, or cause the Acquired Entities to make, to Sellers (subject to the terms and conditions set forth in this Section 1.4) additional cash payments based on the performance of the Acquired Entities during each of the twelve month periods ending (i) December 31, 2006, (ii) December 31, 2007, (iii) December 31, 2008 and (iv) December 31, 2009 (each, a “Contingent Payment Period”). With respect to each Contingent Payment Period, Buyer shall make, or cause the Acquired Entities to make, to Sellers cash payments in an aggregate amount equal to the amount, if any, by which EBITDA during such Contingent Payment Period exceeds $8,000,000 (each such excess, if and to the extent earned for any such Contingent Payment Period, a “Contingent Payment”). The Contingent Payment, if any, for each Contingent Payment Period shall be paid by Buyer or (at Buyer’s direction) the Acquired Entities as follows: (A) Buyer or (at Buyer’s direction) the Acquired Entities shall pay to each Seller an amount equal to 50% of such Seller’s Pro Rata Share of such Contingent Payment in accordance with Section 1.4(b) below and (B) Buyer or (at Buyer’s direction) the Acquired Entities shall pay to each Seller an amount equal to 50% of such Seller’s Pro Rata Share of such Contingent Payment on April ___, 2012. (b) Within five (5) Business Days following Buyer’s receipt of its audited consolidated financial statements for a particular Contingent Payment Period, but in any event within 95 days following the last day of each Contingent Payment Period, Buyer’s board of directors (the “Board”) shall deliver to each Seller (i) a copy of such financial statements, if such financial statements have been delivered to Buyer as of such date, (ii) a statement (a “Calculation Notice”) setting forth in reasonable detail Buyer’s calculation of the Contingent Payment (if any) for such Contingent Payment Period and

  • Contingent Compensation Xxxxxx Xxxxxx Xxxxxx may accept certain forms of contingent compensation in locations where they are legally permissible, and meet standards and controls to address conflicts of interest. Because insurers account for contingent payments when developing general pricing, the price our clients pay for their policies is not affected whether Xxxxxx Xxxxxx Xxxxxx accepts contingent payments or not. If a Xxxxxx Xxxxxx Xxxxxx client prefers that we not accept contingent compensation related to their account, we will request that the client’s insurer(s) exclude that client’s business from their contingent payment calculations. The Foreign Account Tax Compliance Act (FATCA) is a U.S. law aimed at foreign financial institutions and other financial intermediaries (including insurance companies and intermediaries such as brokers) to prevent tax evasion by U.S. citizens and residents through offshore accounts. In order to comply with FATCA, insurance companies and intermediaries must meet certain legal requirements. Insurance placed with an insurance company that is not FATCA compliant may result in a 30% withholding tax on your premium. Where FATCA is applicable to you, in order to avoid this withholding tax, Xxxxxx Xxxxxx Xxxxxx will only place your insurance with FATCA- compliant insurers and intermediaries for which no withholding is required unless you instruct us to do otherwise and provide your advance written authorization to do so. If you do instruct Xxxxxx Xxxxxx Xxxxxx to place your insurance with a non-FATCA compliant insurer or intermediary, you may have to pay an additional amount equivalent to 30% of the premium covering U.S. - sourced risks to cover the withholding tax. If you instruct us to place your insurance with a non-FATCA compliant insurer but you do not agree to pay the additional 30% withholding if required, we will not place your insurance with such insurer. Please consult your tax adviser for full details of FATCA.

  • CONTINGENT ANNUITANT The person designated by the Owner who, upon the Annuitant's death prior to the Annuity Commencement Date, becomes the Annuitant.

  • Contingent Value Rights 2.1 CVRs. (a) As provided in the Merger Agreement: (i) effective as of the Acceptance Time, Merger Sub will accept for payment and pay the Consideration, including one CVR, for each share of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer; and (ii) effective as of the Effective Time, (A) each Share shall be converted into the right to receive the Consideration, which includes one CVR, and (B) each Company Warrant that is assumed and converted pursuant to Section 5.2(c) of the Merger Agreement shall be treated in accordance with its terms. (b) The initial Holders shall be determined pursuant to the terms of the Merger Agreement and this Agreement, and a list of the initial Holders shall be furnished to the Rights Agent by or on behalf of Parent in accordance with Section 4.1 hereof.

  • CONTINGENT FUNDING 12 1. Any obligation of COUNTY under this Agreement is contingent upon the following: 13 a. The continued availability of federal, state and county funds for reimbursement of 14 COUNTY’s expenditures, and 15 b. Inclusion of sufficient funding for the services hereunder in the applicable budget(s) 16 approved by the Board of Supervisors. 17 2. In the event such funding is subsequently reduced or terminated, COUNTY may suspend, 18 terminate or renegotiate this Agreement upon thirty (30) calendar days’ written notice given

  • CONTINGENT FEES Contractor represents and warrants that no person or selling agent has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established agents as defined in the Federal Acquisition Regulations.

  • OBLIGATIONS CONTINGENT ON PERFORMANCE The obligations of the Employer hereunder, including its obligation to pay the compensation provided for herein, are contingent upon the Executive's performance of the Executive's obligations hereunder.

  • CONTINGENT FEE CONSULTANT warrants, by execution of this contract that no person or selling agency has been employed, or retained, to solicit or secure this contract upon an agreement or understanding, for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees, or bona fide established commercial or selling agencies maintained by CONSULTANT for the purpose of securing business. For breach or violation of this warranty, LOCAL AGENCY has the right to annul this contract without liability; pay only for the value of the work actually performed, or in its discretion to deduct from the contract price or consideration, or otherwise recover the full amount of such commission, percentage, brokerage, or contingent fee.

  • Contingent Liability Where we effect or arrange a Transaction, you should note that, depending upon the nature of the Transaction, you may be liable to make further payments when the Transaction fails to be completed or upon the earlier settlement or closing out of your position. You may be required to make further variable payments by way of margin against the purchase price of the investment, instead of paying (or receiving) the whole purchase (or sale) price immediately. The movement in the market price of your investment will affect the amount of margin payment you will be required to make. You need to monitor your margin levels on a daily basis. You agree to pay us on demand such sums by way of margin as are required from time to time as we may in our discretion reasonably require for the purpose of protecting ourselves against loss or risk of loss on present, future or contemplated Transactions under this Agreement. Please note that in the event that you fail to meet a margin call, we may immediately close out the position. Margin must be paid in cash in currency acceptable by us, as requested from time to time by the Company. Cash Margin paid to us is held as client money in accordance with the requirements of the Client Money Rules. Margin deposits shall be made by wire transfer, credit card, e-wallet or by such other means as The Company may direct. If there is an Event of Default or this Agreement terminates, we shall set-off the balance of cash margin owed by us to you against your obligations (as reasonably valued by us). The net amount, if any, payable between us following such set-off, shall take into account the Liquidation Amount payable under Clause 15 (Netting). You agree to execute such further documents and to take such further steps as we may reasonably require perfecting our security interest over and obtain legal title to the Secured Obligations. You undertake neither to create nor to have outstanding any security interest whatsoever over, nor to agree to assign or transfer, any of the cash margin transferred to us, except a lien routinely imposed on all securities in a clearing system in which such securities may be held. In addition, and without prejudice to any rights to which we may be entitled under this Agreement or any Applicable Regulations, we shall have a general lien on all cash held by us or our Associates or our nominees on your behalf until the satisfaction of the Secured Obligations.

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