Prior to or contemporaneously Sample Clauses

Prior to or contemporaneously with the effectiveness of this Amendment, the Borrower shall consummate the MSLO Disposition substantially in accordance with the terms and conditions set forth in the MSLO Purchase Agreement, without any amendment, modification or waiver of any of the terms or conditions thereof that would be materially adverse to the Agent and the Required Lenders without the consent of the Agent and the Required Lenders.
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Prior to or contemporaneously with the closing of this transaction, Buyer intends on purchasing the real property on which the School is situated, and the related improvements and fixtures from EPI (defined below).
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Prior to or contemporaneously with the execution and delivery hereof, the Company has delivered or is delivering the Initial Collateral to the Bank, receipt of which is hereby acknowledged. Any and all Collateral delivered to the Bank shall meet the applicable requirements set forth in Section 2.1.2 and, until the termination of this Agreement as provided in Section 8 hereof, shall be pledged to and held by the Bank for the purposes set forth in Section 2.2 hereof.
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Prior to or contemporaneously with the execution and delivery of this Agreement: (i) the Corporation, the MS Investors and the FP Investors entered into a subscription agreement (the "SUBSCRIPTION AGREEMENT") in connection with the issuance and sale to the FP Investors and the MS Investors of the Class 1 Shares (as such term is defined below).
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Prior to or contemporaneously with the execution of this Agreement, Borrower shall have paid any and all delinquent real and personal property taxes assessed against the Property in full;
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Prior to or contemporaneously with the execution of this Agreement, the Grantor shall cause to be delivered to the Collateral Agent the following additional instruments or certificates: (i) the Perfection Certificate, duly completed and executed; (ii) originals of the Pledge Agreement, Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, duly executed by Grantor, together with all documents and instruments required to be delivered thereunder; (iii) such documents and certificates as the Collateral Agent or its counsel may reasonably request relating to the organization, existence and good standing of Grantor, the due authorization of the Collateral Documents by Grantor, and the incumbency of the officers executing any of the Collateral Documents, all in form and substance reasonably satisfactory to the Collateral Agent and its counsel; (iv) such Uniform Commercial Code financing statements and other documents as the Collateral Agent may reasonably request for the purpose of perfecting the Security Interest granted by Grantor; (v) Lien searches against Grantor conducted by a Person reasonably satisfactory to the Collateral Agent in such jurisdictions as the Collateral Agent may require showing the absence of Liens on the Collateral except for Liens permitted by this Agreement; (vi) such opinions of counsel to the Grantor as the Collateral Agent may request and covering the matters set forth on Exhibit E, and such other matters as the Collateral Agent may request; (vii) certificates of insurance evidencing the insurance required to be maintained pursuant to Section 4.11 of this Agreement; and (viii) at the Collateral Agent's request, with respect to each facility at which Collateral is located which is leased by the Grantor or on which a mortgage Lien exists, landlord and/or mortgagee waivers in form and substance reasonably satisfactory to the Collateral Agent.
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Prior to or contemporaneously with the actual conversion of the Accrued Compensation to Shares, the Company shall pay directly to the Internal Revenue Service on behalf of the Executive any and all amounts owed to it as a result of the conversion, including Executive’s portion of withholding, payroll and social security taxes, as additional compensation.
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Prior to or contemporaneously with the execution of this Agreement, the Borrower shall have furnished to the Lender the following, duly executed and dated to date hereof or such other date as shall be satisfactory to the Lender, and in form and substance satisfactory to the Lender:
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Related to Prior to or contemporaneously

  • Supersedes Previous Agreements This Agreement supersedes all prior or contemporaneous negotiations, commitments, agreements and writings with respect to the subject matter hereof, all such other negotiations, commitments, agreements and writings will have no further force or effect, and the parties to any such other negotiation, commitment, agreement or writing will have no further rights or obligations thereunder.

  • NO ORAL AGREEMENTS THIS WRITTEN AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

  • No Material Actions or Proceedings Except as disclosed in the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent.

  • Writings To the fullest extent permitted by applicable law, except as the Trustees may otherwise determine: (a) any requirements in this Declaration or in the Bylaws that any action be taken by means of any writing, including, without limitation, any written instrument, any written consent or any written agreement, shall be deemed to be satisfied by means of any electronic record in such form that is acceptable to the Trustees provided such form is capable of conversion into a written form within a reasonable time; and (b) any requirements in this Declaration or in the Bylaws that any writing be signed shall be deemed to be satisfied by any electronic signature in such form that is acceptable to the Trustees.

  • Entire Agreement; No Oral Modification This Agreement contains the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings with respect thereto and may not be amended or modified except in a writing signed by both of the parties hereto.

  • Additional Agreements and Understandings Even though FICO will provide consideration for me to settle and release My Claims, the Company does not admit that it is responsible or legally obligated to me. In fact, the Company denies that it is responsible or legally obligated to me for My Claims, denies that it engaged in any unlawful or improper conduct toward me, and denies that it treated me unfairly.

  • Entire Agreement; Supersedure This Agreement constitutes the entire agreement of the Members and their respective Affiliates relating to the subject matter hereof and supersedes all prior contracts or agreements with respect to such subject matter, whether oral or written.

  • Entire Agreement; Superseding Effect This Agreement constitutes the entire agreement of the Members relating to the Company and the transactions contemplated hereby, and supersedes all provisions and concepts contained in all prior contracts or agreements between the Members with respect to the Company, whether oral or written.

  • Prior Understandings This Agreement supersedes all prior understandings and agreements (whether written, oral or otherwise) pertaining to the subject matter hereof, and constitutes the entire agreement between the parties hereto relating to the subject matter hereof and the transactions provided for herein.

  • No Additional Agreements The Company does not have any agreement or understanding with any Buyer with respect to the transactions contemplated by the Transaction Documents other than as specified in the Transaction Documents.

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