Special Conditions 1 Sample Clauses

Special Conditions 1. 4.1 At any time during the term of this Agreement, the parties may mutually agree to meet and discuss matters relating to this Agreement.
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Special Conditions 1. This contract incorporates the Standard Conditions of Sale (Fifth Edition) – 2018 Revision.
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Special Conditions 1. The Content Provider will comply with all VGSL/Vodafone content standards guidelines and policies as have been worked on in conjunction with the Content Provider and / or have been provided to the Content Provider as may change from time to time. Content Provider agrees that Content provided in accordance with Section 2 of this Content Schedule will vary according to the Content Standard rating in each Territory, and that Content supplied shall always adhere to such rating as-agreed by the Vodafone Group Company locally. Content Provider shall also provide reasonable assistance to help create such standards and guidelines as agreed from time to time. The current Content Standards Classification Matrix and associated Vodafone Group Company ratings dated April 2005 is attached. The Content Provider acknowledges that this will be updated and will change over time, and that the Content Provider is responsible for ensuring it delivers Content in accordance with the rating specified by each Vodafone Group Company as such rating may be amended from time to time. Where a Vodafone Group Company has indicated in the Content Standards Classification Matrix that Content with a higher rating than other Content may be provided behind its access controls solution, the Content Provider shall ensure that higher rated Content is only accessible behind the access controls solution.
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Special Conditions 1. Investor Contribution 1.1 The parties acknowledge and agree that the payment of Funding is conditional upon the Department accepting evidence of full receipt of the Investor Contribution by the Recipient at or before Agreement Commencement Date equal to the Target Raise Amount as specified in the Guidelines, unless otherwise agreed by the parties.
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Special Conditions 1. Investor Contribution 1.1 The parties acknowledge and agree that the payment of Funding is conditional upon the Department accepting evidence of full receipt of the Investor Contribution by the Recipient at or before Agreement Start Date equal to the Target Raise Amount as specified in Schedule 2 or otherwise agreed. 1.2 In addition to the Department’s rights under clause 5.2, the Department has the right to withhold Funding if unsatisfied with evidence provided of Investment Contributions and may seek independent verification, at its own cost, from other sources (such as an ASIC extract). 1.3 In addition to the Department’s rights under clause 7 and 15 if, at any time during the Term, the Investor Contribution is revoked, terminated, reduced, returned, or is subject to buy-back of interests resulting in a reduction in Investor Contribution, the Recipient must refund the difference to the Department to satisfy the minimum Funding Ratio within 10 Business Days of receipt of written notice to do so. 1.4 In addition to the Recipient’s obligations under clause 1.2(f), the Recipient must notify the Department within 10 Business Days if at any time during the Term, the terms and conditions to the Eligible Investment Method have been amended or the conversion event of a Converting Investment Method has occurred.
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Special Conditions 1. Tenant shall has an option to pay the rent in mainland China by converting USD currency into RMB according to the medium exchange rate of buying rate and selling rate for USD VS RMB as announced by the Bank of China on the date that the rent falls due. 2. The prospective Tenant shall have an option to early terminate the Tenancy of Rm509, China World West Wing Office without penalty under the following conditions: 1). Tenant expands its office into Xxxxx 00-00,00,Xxxxx 00,Xxxxx World Tower 1 according to the terms and conditions specified in this Tenancy Agreement; 2). Tenant serves an at least One (1)month prior notice in writing to the Landlord; 3). The Tenant shall bear all the costs incurred within the occupancy period by the Tenant before the Date of Lease Termination of Rm509, West Wing Office. Particularly, Tenant shall pay the rent up to 31 October, 2004 and shall cooperate with the Landlord to allow other new Prospective Tenants to view the Premises during working hours via prior notice from the Landlord; 4). The Tenant shall supplement the rent during the rent free period (1August,2004 ~ 21 August, 2004) in Xx 000,Xxxxx World West Wing in the following amount to the Landlord:
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Special Conditions 1. Time in which to Make an Election. To be effective, a properly completed Election Form and Letter of Transmittal accompanied by the stock certificate(s) representing all of the holder’s shares of Lxxxxxxx common stock must be received by Registrar and Transfer Company, the Exchange Agent, not later than 5:00 p.m., EST on the date, as reasonably determined by Oak Hill, that is as close as possible to the third business day prior to the date on which the merger of Lxxxxxxx with and into Oak Hill occurs (“the Election Deadline”). Holders of Lxxxxxxx common stock whose Election Form and Letter of Transmittal and certificate(s) are not so received or who revoke their Election Form and Letter of Transmittal will be considered a Non-Electing Shareholder. See Instruction A(7) below. The method of delivery of all documents is at the option and risk of the Lxxxxxxx shareholder, but if sent by mail, registered mail, properly insured, with return receipt requested, is recommended.
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Special Conditions 1. EXEMPTION APPLICATION 1.1 The Lessee acknowledges and agrees that the Council will, prior to or following the Commencement Date, make application pursuant to section 77 of the Act for an exemption from the application of all of the provisions of the Act to this Lease with the effect that the Act will not apply to the provisions of this Lease throughout the Term. 1.2 The Lessee will join in any exemption application made by the Council pursuant to this Special Condition and will sign all documents and undertake all such deeds, matters, acts and things as the Council or the authority responsible for administering the Act requires in respect of such exemption application. 1.3 If the exemption application pursuant to this Special Condition 1 is unsuccessful, or the exemption is granted on conditions which are unacceptable to either party, then either party may, by notice in writing given to the other party, terminate this Lease in which event neither party will have any claim against the other in respect of such termination except for any antecedent breach or default.
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Special Conditions 1. The Provider must obtain and provide a National Police Check that is not less than three months old from the date of execution of this Agreement.
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Related to Special Conditions 1

  • SPECIAL CONDITIONS A submitted appeal must;

  • Special Condition With respect to Liability to the Fund or its shareholders, and subject to applicable state and federal law, the Board Member shall be indemnified pursuant to this Section 1 against any Liability unless such Liability arises by reason of the Board Member’s willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office as defined in such Section 17(h) of the Investment Company Act of 1940, as amended (“Disabling Conduct”).

  • – OTHER SPECIAL CONDITIONS ARTICLE 8.01 - INAPPLICABILITY OF THE NO-PROFIT PRINCIPLE

  • Financial Conditions (a) The Recipient shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures in respect of the Project of the departments or agencies of the Recipient responsible for carrying out the Project or any part thereof. (b) The Recipient shall: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the Special Account for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Trustee; (ii) furnish to the Trustee as soon as available, but in any case not later than six months after the end of each such year, the report of such audit by said auditors, of such scope and in such detail as the Trustee shall have reasonably requested; and (iii) furnish to the Trustee such other information concerning said records and accounts and the audit thereof as the Trustee shall from time to time reasonably request. (c) For all expenditures with respect to which withdrawals from the Grant Account were made on the basis of statements of expenditure, the Recipient shall: (i) maintain or cause to be maintained, in accordance with paragraph (a) of this Section, records and accounts reflecting such expenditures; (ii) retain, until at least one year after the Trustee has received the audit report for the fiscal year in which the last withdrawal from the Grant Account was made, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures; (iii) enable the Trustee’s representatives to examine such records; and (iv) ensure that such records and accounts are included in the annual audit referred to in paragraph (b) of this Section and that the report of such audit contains a separate opinion by said auditors as to whether the statements of expenditure submitted during such fiscal year, together with the procedures and internal controls involved in their preparation, can be relied upon to support the related withdrawals.

  • Additional Conditions to Closing (a) All necessary approvals under federal and state securities laws and other authorizations relating to the issuance of the Acquisition Shares and the transfer of the Shares shall have been received. (b) No preliminary or permanent injunction or other order by any federal, state or foreign court of competent jurisdiction which prohibits the consummation of the Exchange shall have been issued and remain in effect. No statute, rule, regulation, executive order, stay, decree, or judgment shall have been enacted, entered, issued, promulgated or enforced by any court or governmental authority which prohibits or restricts the consummation of the Exchange. All authorizations, consents, orders or approvals of, or declarations or filings with, and all expirations of waiting periods imposed by, any Governmental Body which are necessary for the consummation of the Exchange, other than those the failure to obtain which would not materially adversely affect the consummation of the Exchange or in the aggregate have a Material Adverse Effect on SKYC and its subsidiaries, taken as a whole, shall have been filed, occurred or been obtained (all such permits, approvals, filings and consents and the lapse of all such waiting periods being referred to as the “Requisite Regulatory Approvals”) and all such Requisite Regulatory Approvals shall be in full force and effect. (c) There shall not be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Exchange, by any Governmental Body which, in connection with the grant of a Requisite Regulatory Approval, imposes any material condition or material restriction upon SKYC or its subsidiaries or FDH, including, without limitation, requirements relating to the disposition of assets, which in any such case would so materially adversely impact the economic or business benefits of the Exchange as to render inadvisable the consummation of the Exchange.

  • SPECIAL CONDITIONS OF CONTRACT The following Special Conditions of Contract (SCC) shall supplement and/or amend the General Conditions of Contract (GCC).Whenever there is a conflict, the provisions herein shall prevail over those in the GCC.

  • Mutual Conditions to Closing The obligations of the Investor and the Company to consummate the Closing are subject to the fulfillment as of the Closing Date of the following conditions:

  • Initial Conditions Precedent The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the following conditions precedent: (a) The Agent shall have received each of the following (subject to Section 6.3. in the case of clauses (iv) and (v)), in form and substance satisfactory to the Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes executed by the Borrower, payable to each Lender and complying with the applicable provisions of Section 2.10., and the Swingline Note executed by the Borrower; (iii) the Guaranty executed by the Parent and each Material Subsidiary (other than an Excluded Subsidiary or a Foreign Subsidiary) existing as of the Effective Date; (iv) a copy of the articles of incorporation, articles of organization, certificate of limited partnership or other comparable organizational instrument (if any) of the Borrower and each other Loan Party certified (x) by the Secretary of State of the state of formation of such Loan Party as of a date not more that 6 months prior to the delivery thereof to the Agent and (y) by the Secretary or Assistant Secretary (or other individual performing similar functions) of such Loan Party as being a true, correct and complete copy thereof as of the date of delivery thereof to the Agent; (v) a copy of a certificate of good standing or certificate of similar meaning with respect to each Loan Party issued by the Secretary of State of the state of formation of each such Loan Party and copies of certificates of qualification to transact business or other comparable certificates issued by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Loan Party is required to be so qualified and where the failure to be so qualified could reasonably be expected to have a Material Adverse Effect, in each case, issued as of a date not more than 6 months prior to the date of delivery thereof to the Agent; (vi) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, and the officers of the Borrower then authorized to deliver Notices of Borrowing, Notices of Swingline Borrowings, Notices of Continuation and Notices of Conversion and to request the issuance of Letters of Credit; (vii) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (i) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (ii) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (viii) an opinion of counsel to the Loan Parties, addressed to the Agent, the Lenders and the Swingline Lender, addressing the matters set forth in Exhibit I; (ix) the Fees then due and payable under Section 3.6., and any other Fees payable to the Agent, the Titled Agents and the Lenders on or prior to the Effective Date; (x) a Compliance Certificate calculated as of the Effective Date (giving pro forma effect to the financing evidenced by this Agreement and the use of the proceeds of the Loans to be funded on the Agreement Date); (xi) evidence that arrangements have been made for the termination and release of the existing Security Documents (as defined in the Existing Credit Agreement) upon the occurrence of the Effective Date; and (xii) such other documents, agreements and instruments as the Agent on behalf of the Lenders may reasonably request; and (b) In the good faith and reasonable judgment of the Agent and the Lenders: (i) there shall not have occurred or become known to the Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Parent, the Borrower and its other Subsidiaries delivered to the Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (ii) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened in writing which could reasonably be expected to (1) result in a Material Adverse Effect or (2) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of any Loan Party to fulfill its obligations under the Loan Documents to which it is a party; and (iii) the Parent, the Borrower and its other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (1) any Applicable Law or (2) any agreement, document or instrument to which the Borrower or any other Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which would not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party. The provisions of clauses (iv) through (viii) of the immediately preceding subsection (a) shall not apply to Accommodation Subsidiaries that are not also Material Subsidiaries.

  • General conditions precedent The agreement of the Finance Parties referred to in clause 2 (Agreement of the Finance Parties) shall be further subject to: (a) the representations and warranties in clause 4 (Representations and warranties) being true and correct on the Effective Date as if each was made with respect to the facts and circumstances existing at such time; and (b) no Event of Default or Default having occurred and continuing at the time of the Effective Date.

  • Financial Condition There shall have been no material adverse change, as determined by Bank, in the financial condition or business of Borrower, nor any material decline, as determined by Bank, in the market value of any collateral required hereunder or a substantial or material portion of the assets of Borrower.