Agreements, Conditions and Covenants The Purchaser shall have performed or complied with all agreements, conditions and covenants required by this Agreement to be performed or complied with by it on or before the Closing.
Vendor’s Conditions The Vendor shall not be obligated to complete the Transaction unless, at or before the Closing Time, each of the conditions listed below in this section has been satisfied, it being understood that the said conditions are included for the exclusive benefit of the Vendor:
(a) The representations and warranties of YC in this Agreement shall be true and correct on the Closing Date.
(b) YC shall have performed and complied with all of the terms and conditions in this Agreement and the Payment Undertaking on its part to be performed or complied with on or before the Closing Date.
(c) As evidence of the satisfaction of the conditions in sections 7.1 (a) and (b), YC shall deliver to the Vendor at the Closing Time a certificate of YC confirming the matters in sections 7.1 (a) and (b) and to the effect that as of the Closing Time all other conditions set forth in this section have been satisfied. The certificate shall be signed by two senior executive officers of YC acceptable to the Vendor, acting reasonably. Notwithstanding the foregoing, the receipt of such certificate and the completion of the Transaction shall not constitute a waiver (in whole or in part) of, or have the effect of modifying or qualifying in any way, any of the representations and warranties of YC made in or pursuant to this Agreement, each of which shall survive the Closing and remain in full force and effect for the benefit of the Vendor as provided in Article 9.
(d) YC and the Buyer shall have delivered to the Vendor a legal opinion from counsel acceptable to the Vendor, acting reasonably, and in form and content satisfactory to the Vendor subject to reasonable qualifications, as to the due incorporation and organization of YC and the Buyer, the corporate power and authority of YC and the Buyer, the receipt of all necessary approvals by YC and the Buyer and the enforceability of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement as against YC and the Buyer and the non-conflict of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement with respect to the constating documents of YC and the Buyer and any Applicable Laws.
(e) The Vendor Regulatory Approval shall have been granted, obtained and received unconditionally or on terms satisfactory to the Vendor, acting reasonably.
(f) No Order shall have been made and no Legal Proceeding shall have been commenced or shall be pending or threatened against the other Party or its affiliates or which enjoins, restricts or prohibits, or which asserts a claim or seeks a remedy that would have the effect of enjoining, restricting or prohibiting the completion of the Transaction. If any condition in this section has not been fulfilled on or before the Closing Date or if any such condition is or becomes impossible to satisfy, other than as a result of the failure of the Vendor to comply with its obligations under this Agreement, then the Vendor in its sole discretion may, without limiting any rights or remedies available to the Vendor at law or in equity, either terminate this Agreement by written notice to YC, in which case the provisions of sections 2.5(c)(iii), (iv) or (v) shall be applicable, or waive compliance with any such condition without prejudice to its right of termination in the event of non-fulfilment of any other condition.
TERMS, CONDITIONS AND COVENANTS In consideration of the Purchase Price, each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000, dated August 14, 2014 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the Seller, the Purchaser, the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____]. This document shall constitute an Additional Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Agreement. The Seller hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Eligible Lender Trustee on behalf of the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of the Interim Eligible Lender Trustee and the Seller hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.
Terms & Conditions The Contractor agrees to comply with the Terms and Conditions.
Purchaser’s Conditions (a) The obligation of Purchaser to complete the Transaction and purchase the Assets from Vendor is subject to the following conditions precedent, which are inserted into and made part of this Agreement for the exclusive benefit of Purchaser and may be waived only by Purchaser:
(i) the representations and warranties of Vendor set forth in Clause 5.1 shall be true and correct in all material respects when made and as of the Closing Time, unless some other time is specified, and all obligations and covenants of Vendor in this Agreement that are to be performed or complied with prior to or at the Closing Time (other than in respect of the agreements, certificates and other instruments and documents to be delivered at the Closing Time by Vendor pursuant to Clause 4.1) shall have been performed or complied with in all material respects,
(ii) at the Closing Time, Vendor shall have duly delivered the agreements, certificates and other instruments and documents required pursuant to Clause 4.1;
(iii) no Governmental Authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the completion of the Transaction which has not been vacated or dismissed prior to the Closing Time;
(iv) the Competition Act Approval shall have been obtained without conditions;
(v) the TSXV Approval shall have been obtained without conditions, other than any conditions acceptable to Vendor in its sole and absolute discretion; and
(vi) no material change to the Assets, except as shall have been consented to in writing by the Purchaser, shall have occurred between the execution of this Agreement and the Closing Date which would materially or adversely affect the value of the Assets and Vendor shall have delivered to Purchaser an Officer's Certificate to that effect at Closing, provided that neither a decrease in the market price of any Petroleum Substances, changes in the reservoir, nor production of Petroleum Substances in the ordinary course of business shall be considered substantial damage for the purposes of this subclause.
(b) If any of the conditions precedent Clause 3.1(a) have not been satisfied, complied with or waived by Purchaser at or before the Closing Time, then Purchaser may terminate this Agreement by written notice to Vendor prior to the Closing Time stating the reason for termination;
(c) Following any termination of this Agreement by Purchaser pursuant to Clause 3.1:
(i) Vendor and Purchaser shall forthwith instruct Vendor's Solicitors to return the Cash Deposit and Deposit Interest, and to deliver the Non-Cash Deposit, to Purchaser;
(ii) Purchaser and Vendor shall be released and discharged from the further performance of any duties or obligations under this Agreement, except as provided in this Clause 3.1(c) and Clauses 11.2 and 12.11; and
(iii) Purchaser shall have no Claim against Vendor under this Agreement or in connection with the Assets or otherwise in connection with the Transaction or the termination of this Agreement, other than pursuant to Clauses 11.2 and 12.11, and Purchaser's sole and exclusive right and recourse against Vendor shall be limited to the refund of the Deposit and the Deposit Interest.
Seller’s Conditions Notwithstanding any other provision of this Agreement, the obligation of Seller to consummate the Transactions shall be subject to and conditioned upon the following:
(i) Buyer’s representations and warranties being true and correct in all material respects as of the Closing and Buyer shall have delivered all documents required to be delivered by Buyer pursuant to Paragraph 5(b) below.
(ii) The satisfaction of the [REDACTED] Waiver Condition. In the event the [REDACTED] Waiver Condition is not satisfied at or prior to Closing, then Seller may elect to either (a) terminate this Agreement with respect to the Commerce Property (but not the other Properties), in which event the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce Property, neither party shall have any further liability or obligation under this Agreement with respect to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination), and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date or other applicable date (other than the condition to Closing set forth in Paragraph 3(g)(ii) for which Seller’s rights for such failure of the condition to Closing are set forth therein), Seller shall have the right to (i) nevertheless proceed to Closing, notwithstanding the non-satisfaction of such condition, in which event Seller shall be conclusively deemed to have waived any such condition, or (ii) terminate this Agreement upon written notice to Buyer prior to Closing, in which case the provisions of Paragraph 3(f) shall apply.
SPECIAL CONDITIONS A submitted appeal must;
EXPRESS CONDITIONS A. The Employee will not receive compensation until they begin contracted service for the Board.
B. Regardless of any board policy or term of this contract, the Board may, with two (2) weeks’ notice, lay-off or furlough the Employee with or without benefits and/or salary should the Board determine, in its sole discretion that exigent economic circumstances exist or that such a lay- off or furlough is in the best interests of the College. The Employee may be laid-off or furloughed to part-time status. If the Employee is laid off or furloughed to part-time status, the Employee will be paid salary pro rata, based on the Employee’s full-time salary. For Employees laid-off or furloughed to part-time status, the Board will determine whether benefits will be granted on a pro rata basis or continued in full for the duration of the lay-off or furlough.
C. The Employee’s employment may be terminated with cause, or whenever in the discretion and judgment of the President or designee, if the Employee has failed to meet the performance expectations or productivity goals set by the College, including, but not limited to, income generating goals.
GENERAL TERMS & CONDITIONS 23.1 TRAINING: Service Provider shall train designated Bank officials on the configuration, operation/ functionalities, maintenance, support & administration for software, application architecture and components, installation, troubleshooting processes of the proposed Services as mentioned in this Agreement.
Conditions Precedent/Effectiveness Conditions This Amendment shall be effective upon the date of satisfaction of all of the following conditions precedent (the “Effective Date”):
(a) Agent shall have received this Amendment fully executed by the Borrowers;
(b) Agent shall have received updated schedule to the Loan Agreement, if any;
(c) Agent shall have received a Guaranty, fully executed by the New Guarantor;
(d) Agent shall have received a Pledge Agreement, fully executed by the New Guarantor;
(e) Agent shall have received a copy of the Asset Transfer Agreement;
(f) Agent shall have received a copy of the resolutions in form and substance reasonably satisfactory to Agent, of the board of directors or managers of New Guarantor, authorizing the execution, delivery and performance of this Amendment, the Guaranty, and any related agreements, instruments, or documents to which New Guarantor is a party, certified by the Secretary or an Assistant Secretary of New Guarantor;
(g) Agent shall have received a certificate of the Secretary or an Assistant Secretary of New Guarantor as to the incumbency and signature of the officers of New Guarantor executing this Amendment the Guaranty, and any related agreements, instruments, or documents to which New Guarantor is a party, together with evidence of the incumbency of such Secretary or Assistant Secretary;
(h) Agent shall have received an incumbency certificate for each Borrower identifying all authorized officers with specimen signatures, certified by the Secretary of such Borrower;
(i) Agent shall have received copies of the bylaws and memorandum of association of New Guarantor, together with a certificate of good standing or equivalent certification in the jurisdiction of formation of New Guarantor;
(j) Agent shall have received the results of UCC, tax lien, and judgment searches against New Guarantor;
(k) Agent shall have received an opinion of counsel of New Guarantor;
(l) Agent shall have received updated certificates of insurance naming New Guarantor as an additional insured with respect to liability insurance and lender loss payee with respect to property insurance;
(m) Agent shall have received reasonably satisfactory evidence that the Guarantor Restructuring shall be consummated; and
(n) No Default or Event of Default shall have occurred and be continuing under the Loan Agreement.
