Xxxxxx Conditions Sample Clauses

Xxxxxx Conditions. Notwithstanding any provision of this Agreement to the contrary, settlement and payment for foreign securities received for the account of the Funds and delivery of foreign securities maintained for the account of the Funds may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering foreign securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such foreign securities from such purchaser or dealer.
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Xxxxxx Conditions. The obligation of Xxxxx to purchase the ------------------ Xxxxx Purchased Shares, to pay the purchase price therefor at the Second Closing and to perform his other obligations hereunder shall be subject to the satisfaction as determined by, or waiver by, Xxxxx of the following conditions on or before the Second Closing Date:
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Xxxxxx Conditions. 4 – 6 Months Estimate Lead Time
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Xxxxxx Conditions. The obligation of Xxxxxx to complete the transactions contemplated herein is subject to the fulfillment of the following additional conditions at or before the Effective Date or such other time as is specified below (each of which is for the exclusive benefit of Xxxxxx and may be waived by Xxxxxx): (a) (i) the representations and warranties made by SEMAFO in this Combination Agreement that are qualified by materiality or the expression “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects as of the Effective Date as if made on and as of such date (except to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date) and (ii) all other representations and warranties made by SEMAFO in this Combination Agreement shall be true and correct as of the Effective Date as if made on and as of such date (except to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date), except, in the case of (ii), where the failure of such representations and warranties of SEMAFO to be so true and correct would not have a Material Adverse Effect in respect of SEMAFO, and SEMAFO shall have provided to Xxxxxx a certificate of two officers thereof certifying such accuracy or lack of Material Adverse Effect on the Effective Date; (b) from the date of this Combination Agreement to the Effective Date, there shall not have occurred a Material Adverse Effect on SEMAFO; and (c) SEMAFO shall have complied in all material respects with its covenants herein and SEMAFO shall have provided to Xxxxxx a certificate of the Chief Executive Officer and Chief Financial Officer thereof, certifying that, as of the Effective Date, it has so complied with its covenants herein. The foregoing conditions are for the benefit of Xxxxxx and may be waived, in whole or in part, by Xxxxxx in writing at any time. If any of such conditions shall not be complied with or waived by Xxxxxx on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then, subject to Section 6.04 hereof, Xxxxxx may terminate this Combination Agreement by written notice to SEMAFO in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Combinat...
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Xxxxxx Conditions. The obligations of Xxxxx to be performed at Closing are subject to the satisfaction at or prior to Closing of the following conditions, any of which may be waived by Xxxxx:
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Xxxxxx Conditions. (1) This guarantee does not apply to afflictions that are considered to be common in the bulldog breeds. These include, but are not limited to, cherry eye, entropion, “loose” hips, skin allergies, elongated soft palate and collapsed nostrils. (2) Any kind of parasites, bacteria or viruses and sicknesses which could be associated with the afflictions listed in section. 7.1 of this contract or environmental factors will not be covered by this guarantee. Including allergies, dysfunction, demodectic mange and other autoimmune disorders. (3) The seller does not assume responsibility for any reaction to any vaccination. (4) The seller does not assume responsibility for any medical expenses incurred associated with any health problem. (5) This guarantee does not apply to any physical problems which could be the result of an injury. (6) This guarantee does not apply to the presence of deafness or any kind of hearing problems.
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Xxxxxx Conditions. Client acknowledges that Xxxxxxxxxx’s past performance and advice regarding client Bitcoin SMAs cannot guarantee future results. AS WITH ALL MARKET INVESTMENTS, CLIENT INVESTMENTS CAN APPRECIATE OR DEPRECIATE. Eaglebrook does not guarantee or warrant that services offered will result in profit. Below are the accounts (collectively, the “Bitcoin SMA”) included under this Agreement: • Client’s Eaglebrook Account • Client’s “Exchange Account” at Gemini Trust Company • Client’s “Custody Account” at Gemini Trust Company The following are the fees charged by Xxxxxxxxxx for services provided: Client will pay an annual fee of 1.00% of assets under management plus third-party fees (custody and trading). The initial billing period will begin when this Agreement is signed by Client and accepted by Manager, and initial funding has been received by the Custodian (the “Inception Date”). The fee will be calculated by Gemini Trust Company (“the Custodian”) daily at 4pm Eastern Time and deducted monthly in arrears, on or around the last Business Day of each calendar month. The Client directs the Custodian to deduct fees directly from the account. See the Addendum to Gemini Custody Agreement - Financial Advisor Authorization on page 16 for further information. Gemini Trust Company, LLC 000 0xx Xxxxxx 0xx Xxxxx Xxx Xxxx, XX 00000 Xxxxxx Xxxxxx Xxxxxxx Xxxxxxxxx (000) 000-0000 Introduction Welcome! Thanks for visiting Gemini, a digital asset platform operated by and proprietary to Gemini Trust Company, LLC (d/b/a Gemini Exchange, LLC in AK, AZ, DE, ID, IL, KS, KY, MA, MI, MN, NC, ND, NM, OH, OR, SC, SD, UT, and VA; d/b/a Gemini Exchange in WA). You agree and understand that by using our custody services, you are agreeing to enter into this custody agreement (the “Custody Agreement”) by and between you and Gemini Trust Company, LLC, and be legally bound by its terms and conditions, so please read them carefully. Use of the words “we,” “us,” or “our” in this Custody Agreement refers to Gemini Trust Company, LLC and any or all of its affiliates. Using Our Custody Services By using our custody services, you represent and affirm that you are at least 18 years old, have the legal capacity to enter into this Custody Agreement by and between you and Gemini Trust Company, LLC, and agree to be legally bound by the terms and conditions of this Custody Agreement in their entirety. You agree and understand that this Custody Agreement is subject to the terms and conditions set forth in our...
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Related to Xxxxxx Conditions

  • Market Conditions Notwithstanding any provision of this Agreement to the contrary, settlement and payment for Foreign Assets received for the account of the Portfolios and delivery of Foreign Assets maintained for the account of the Portfolios may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering Foreign Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such Foreign Assets from such purchaser or dealer. The Custodian shall provide to each Board the information with respect to custody and settlement practices in countries in which the Custodian employs a Foreign Sub-Custodian described on Schedule C hereto at the time or times set forth on such Schedule. The Custodian may revise Schedule C from time to time, provided that no such revision shall result in a Board being provided with substantively less information than had been previously provided hereunder.

  • Specific Conditions If applicable, specific conditions required after a risk assessment will be included in Exhibit G. Grantee shall adhere to the specific conditions listed therein.

  • Unsafe Conditions In accordance with 29 CFR § 1977, occasions might arise when an employee is confronted with a choice between not performing assigned tasks or subjecting himself/herself to serious injury or death arising from a hazardous condition at the workplace. If the employee, with no reasonable alternative, refuses in good faith to expose himself/herself to the dangerous condition, he/she would be protected against subsequent discrimination. The condition causing the employee's apprehension of death or injury must be of such a nature that a reasonable person, under the circumstances then confronting the employee, would conclude that there is a real danger of death or serious injury and that there is insufficient time, due to the urgency of the situation, to eliminate the danger by resorting to regular statutory enforcement channels. In addition, in such circumstances, the employee, where possible, must also have sought from his Employer, and been unable to obtain, a correction of the dangerous condition.

  • Safe Conditions Whenever an employee reports a condition which the employee feels represents a violation of safety or health rules and regulations or which is an unreasonable hazard to persons or property, such conditions shall be promptly investigated. The appropriate administrator shall reply to the concern, in writing, if the employee's concern is communicated in writing.

  • Delivery Conditions (a) The Delivery Conditions are as follows: (i) At Seller’s expense, Seller shall have secured all Governmental and grid operations approvals as are necessary for the safe and lawful operation and maintenance of the Project and to enable Seller to deliver Distribution Services at the Initial Contract Capacity to Buyer. (ii) Seller shall have posted collateral as required by Section 10.4(a)(ii). (iii) Seller shall have submitted for Buyer’s review a Project Safety Plan incorporating the elements described in Appendix XII, which must demonstrate Seller’s ability to comply with the Safety Requirements on the IDD and for the Delivery Term. (iv) Seller shall have delivered to Buyer the Safety Attestation in accordance with Section 2(a) of Appendix XIV. (v) As of the IDD, no Seller’s Event of Default shall have occurred and remain uncured. (vi) At Seller’s expense, Seller or Contractor shall have constructed or caused to be constructed the Project as of the IDD and submitted the Certification for Commercial Operation in Appendix VII-A to enable (A) Seller to satisfy the obligations of the Seller herein and (B) the Project to deliver Distribution Services at the Contract Capacity to Buyer. (vii) At Seller’s expense, Seller shall have installed any necessary metering to deliver the applicable Distribution Services in accordance with Section 4.1 and any applicable tariffs of the Utility Distribution Company. (viii) Seller shall have met each Critical Milestone set forth in Appendix VI pursuant to Section 2.3.

  • 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.

  • Conditions to Xxxxx’x Obligations The obligations of Xxxxx hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Company herein, to the due performance by the Company of its obligations hereunder, to the completion by Xxxxx of a due diligence review satisfactory to Xxxxx in its reasonable judgment, and to the continuing satisfaction (or waiver by Xxxxx in its sole discretion) of the following additional conditions:

  • License Conditions Your exercise of the Licensed Rights is expressly made subject to the following conditions.

  • Failure to Satisfy Conditions Precedent If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

  • Standard Conditions This Agreement shall include all of the standard conditions as detailed in Exhibit B, attached hereto and by this reference incorporated herein.

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