Morgans’ Payments Relating to DLJMB’s Liabilities Under the Construction Completion Guaranty Sample Clauses

Morgans’ Payments Relating to DLJMB’s Liabilities Under the Construction Completion Guaranty. Morgans hereby unconditionally and irrevocably covenants and agrees to indemnify and hold harmless DLJMB, its Affiliates, successors and assigns, and all of its and their officers, directors, shareholders, partners, agents, employees (including “contract” employees) and controlling persons (collectively, “DLJMB Indemnitees”) from and against one hundred percent (100%) of any and all claims, losses, damages, expenses, penalties, fines, liabilities, forfeitures, actions, causes of action, judgments, reasonable attorneys’ fees and related litigation or other dispute resolution costs, fees and expenses and amounts paid by DLJMB under or in connection with the Construction Completion Guaranty (collectively, “DLJMB’s Construction Completion Guaranty Liabilities”) to the extent that DLJMB’s Construction Completion Guaranty Liabilities, as of any date, in the aggregate exceed an amount equal to the product of the DLJMB Parties’ aggregate Percentage Interest multiplied by the aggregate amount of Construction Completion Guaranty Liabilities incurred by DLJMB and Morgans under the Construction Completion Guaranty as of such date. Promptly upon written demand therefor from a DLJMB Indemnitee, and in any event not later than fifteen (15) days after the date a DLJMB Indemnitee has delivered to Morgans a written statement or notice therefor indicating the amount due and payable by Morgans pursuant to this Section 15.2(b), and the reason for such payment, Morgans shall make payment of such amount to the party requesting the same.
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Related to Morgans’ Payments Relating to DLJMB’s Liabilities Under the Construction Completion Guaranty

  • Additional Conditions to the Obligations of the Company The obligation of the Company to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:

  • CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLER The obligation of Seller to proceed with any Closing under this Agreement is subject to the fulfillment prior to or at the time of Closing of the following conditions with respect to Purchaser, any one or more of which may be waived in whole or in part by Seller:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law):

  • Conditions Precedent to Obligations of Parties The respective obligations of each of the parties hereto hereunder are subject to the satisfaction, at or prior to the Closing Date, of each of the following conditions:

  • Conditions Precedent to Obligations of the Company The obligations of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of the following conditions:

  • Conditions Precedent to Obligations of the Parties The obligations of each Party to effect the Closing and to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver by such Party on or prior to the Closing Date of the following conditions:

  • Conditions Precedent to the Obligations of Sellers The obligation of Sellers to consummate the transactions contemplated by this Agreement is subject to the satisfaction (or waiver by Seller) at or prior to the Closing Date of each of the following conditions:

  • CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER All obligations of Buyer under this Agreement are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any or all of which may be waived in whole or in part in writing by Buyer:

  • Conditions Precedent to the Obligations of the Company to sell Shares The obligation of the Company to sell Shares at the Closing is subject to the satisfaction or waiver by the Company, at or before the Closing, of each of the following conditions:

  • 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:

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