Conditions to Each Party’s Obligations under this Agreement The respective obligations of each party under this Agreement shall be subject to the fulfillment at or prior to the Closing Date of the following conditions, none of which may be waived:
Conditions to Obligations of Each Party Under This Agreement The respective obligations of each party to effect the Merger and the other transactions contemplated herein shall be subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law:
Obligations Under the Guaranty The undersigned hereby agrees, as of the date first above written, to be bound as a Guarantor by all of the terms and conditions of the Guaranty to the same extent as each of the other Guarantors thereunder. The undersigned further agrees, as of the date first above written, that each reference in the Guaranty to an “Additional Guarantor” or a “Guarantor” shall also mean and be a reference to the undersigned, and each reference in any other Loan Document to a “Guarantor” or a “Loan Party” shall also mean and be a reference to the undersigned.
Obligations Under the Security Agreement The undersigned hereby agrees, as of the date first above written, to be bound as a Grantor by all of the terms and provisions of the Security Agreement to the same extent as each of the other Grantors. The undersigned further agrees, as of the date first above written, that each reference in the Security Agreement to an “Additional Grantor” or a “Grantor” shall also mean and be a reference to the undersigned.
Our Obligations Some obligations placed on us under this contract may be carried out by another person. If an obligation is placed on us to do something under this contract, then:
(a) we are taken to have complied with the obligation if another person does it on our behalf; and
(b) if the obligation is not complied with, we are still liable to you for the failure to comply with this contract.
Your Obligations You will: (a) at all times throughout the duration of the terms of this Exhibit ensure that all publicity, signage, and/or promotional material you issue, or have issued on your behalf, in respect of or in connection with the EMV PSP Service complies in all respects with the Codes of Practice and includes information which will enable the Service User to ascertain prior to use the charge which is payable for the purchase of the Offering. You will not in any publicity or other promotional activity state or imply any approval by NCR Voyix or its third-party suppliers of the Offering in any way without the prior written approval of a duly authorized officer of NCR Voyix or its third-party suppliers, as applicable; (b) ensure that before you make the Offering available to the Service User all such rights, authorizations, licenses, exemptions, consents and permissions have been obtained or granted and all such requirements of law or of any other competent authority or public body have been complied with as are necessary or prudent in connection with the Offering. You will at all times throughout the duration of the terms of this Exhibit maintain in full force and effect all such rights, authorizations, licenses, consents and permissions and comply with all such requirements; (c) provide to NCR Voyix such assistance and/or information as NCR Voyix or its third- party supplier may from time to time reasonably demand in order to comply with all or any requirements and conditions at any time and from time to time imposed by applicable law or regulation with respect to the EMV PSP Service; (d) undertake not to disconnect or interfere with the operation of the Terminals or the EMV PSP Service and will use your best efforts to prevent such disconnection or interference by a third party except where explicitly agreed in writing between NCR Voyix and you; (e) report to NCR Voyix any abuse or threatened abuse or loss of the EMV PSP Service or any factors affecting the performance of the EMV PSP Service as soon as practicable after you become aware of such abuse, loss or performance factors; (f) not use the EMV PSP Service in any manner whatsoever which constitutes a violation of any applicable law or regulation or which may cause NCR Voyix or its third-party supplier to be subject to any investigation, prosecution or legal action. NCR Voyix reserves the right to terminate this Exhibit or the Agreement with immediate effect in the event that you breach this subsection (f); (g) except where otherwise agreed between the parties in writing, be responsible for the installation of the EMV PSP Service, which without limiting the foregoing, will include you setting up a Merchant Account with an approved Merchant Acquiring Bank, the linking of all Terminals to the Public System and the provision, installation and maintenance of a suitable method for delivering the Card information to the EMV PSP Service and thereafter the maintenance of all links and any costs associated with the foregoing; and acknowledge that NCR Voyix and its third-party suppliers do not have access to your Merchant Account and that it is therefore your responsibility to reconcile the payments and debits being made into your Merchant Account with the Transactions and/or Refunds processed by the EMV PSP Service in connection with the Service. In the event that you identify a discrepancy you must notify NCR Voyix as soon as reasonably practical. NCR Voyix and its third-party suppliers will have no liability for discrepancies which have occurred more than 14 days prior to the date any such problem is notified to them.
Performance of Obligations under Loan Documents The Borrower will pay the Notes according to the reading, tenor and effect thereof, and the Borrower will, and will cause each Subsidiary to, do and perform every act and discharge all of the obligations to be performed and discharged by them under the Loan Documents, including, without limitation, this Agreement, at the time or times and in the manner specified.
Conditions to Obligations of Seller The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to fulfillment at or prior to the Closing of the following conditions (any one or more of which may be waived in whole or in part by Seller):
Continuing Security Interest; Assignments under the Credit Agreement This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge Agreements, (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Secured Parties and their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Lender Party may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Advances owing to it and the Note or Notes, if any, held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender Party herein or otherwise, in each case as provided in Section 8.07 of the Credit Agreement.
Conditions to Obligations of Sellers The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment or written waiver, prior to or at the Closing, of each of the following conditions; provided, however, that in no event may Sellers waive the conditions contained in Section 7.3(h) or Section 7.3(i):
(a) Each of the representations and warranties of Purchaser contained in ARTICLE V of this Agreement shall be true and correct (disregarding for the purpose of such determination any qualification as to materiality or Purchaser Material Adverse Effect) as of the Closing Date as if made on such date (except for representations and warranties that speak as of a specific date or time, which representations and warranties shall be true and correct only as of such date or time), except to the extent that any breaches of such representations and warranties, individually or in the aggregate, have not had, or would not reasonably be expected to have, a Purchaser Material Adverse Effect.
(b) Purchaser shall have performed or complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by it prior to or at the Closing.
(c) Purchaser shall have delivered, or caused to be delivered, to Sellers:
(i) Parent Warrant A (including the related warrant agreement), duly executed by Purchaser;
(ii) Parent Warrant B (including the related warrant agreement), duly executed by Purchaser;
(iii) a certificate executed as of the Closing Date by a duly authorized representative of Purchaser, on behalf of Purchaser and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.3(a) and Section 7.3(b) are satisfied;
(iv) stock certificates evidencing the Parent Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank, in proper form for transfer, including any required stamps affixed thereto;
(v) the Equity Registration Rights Agreement, duly executed by Purchaser;
