Certain Conditions Clause Samples

Certain Conditions. Notwithstanding any other provision of this Agreement, no Bank shall have an obligation to make any Loan, and no Issuing Bank shall have any obligation to issue any Letter of Credit, if an Event of Default or Unmatured Event of Default exists.

Certain Conditions. The effectiveness of any Additional Credit Amendment shall, unless otherwise agreed to by the Administrative Agent and each Additional Committing Lender, be subject to the satisfaction on the date thereof (each, an “Additional Credit Closing Date”) of each of the following conditions: (i) the Administrative Agent shall have received on or prior to the Additional Credit Closing Date each of the following, each dated the applicable Additional Credit Closing Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance reasonably satisfactory to the Administrative Agent: (A) the applicable Additional Credit Amendment executed by each Additional Committing Lender and each Borrower that is a borrower with respect to such Additional Commitments as of the Additional Credit Closing Date (and each other Borrower hereby consents to such Additional Credit Amendment); (B) certified copies of resolutions of the Board of Directors of each Borrower that is a borrower with respect to such Additional Commitments as of the Additional Credit Closing Date, approving the execution, delivery and performance of the Additional Credit Amendment; and (C) to the extent reasonably requested by the Administrative Agent, an opinion of counsel for the Loan Parties dated the Additional Credit Closing Date, addressed to the Administrative Agent and the Lenders and in form and substance reasonably satisfactory to the Administrative Agent; (ii) to the extent the Additional Credit Amendment provides for Additional Revolving Commitments, the conditions precedent set forth in Section 4.02 shall have been satisfied both before and after giving effect to such Additional Credit Amendment and the initial Additional Revolving Loans provided thereby; (iii) there shall have been paid to the Administrative Agent, for the account of the Additional Committing Lenders, all reasonable fees, if any, as may have been separately agreed in writing by the Lead Borrower to be due and payable to the Additional Committing Lenders on or before the Additional Credit Closing Date; (iv) on or before such Additional Credit Closing Date, the Lead Borrower shall have received all of the confirmations required by Section 10.25(a); and

Certain Conditions. Executive acknowledges and agrees that any grant of equity-based compensation shall be effective as provided only to the extent permitted by the Share Incentive Plan, and this Agreement shall not obligate the Company to adopt any successor plan providing for the grant of equity-based compensation. If authority over the Company’s equity compensation programs is changed from the Stock Plan Subcommittee to the Compensation Committee (or other committee), then after such change, references herein to the Stock Plan Subcommittee shall be to the appropriate committee.

Certain Conditions. OPTION GRANTOR shall have no obligation to pay the Trigger Payment if OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement.

Certain Conditions. Except as otherwise provided in Sections 2.2(d) and 2.3(d), no Lender shall have an obligation to make any Loan, or to permit the continuation of or any conversion into any SOFR Loan bearing interest based on Term SOFR, and no Issuing Lender shall have any obligation to issue any Letter of Credit, if an Event of Default or Default exists.

Certain Conditions. The obligation of Issuer to issue Option Shares under this Agreement upon exercise of the Option shall be subject to the satisfaction or waiver of the following conditions: (a) any waiting periods applicable to the acquisition of the Option Shares by Grantee pursuant to this Agreement under the HSR Act shall have expired or been terminated; (b) the representations and warranties of Grantee made in Section 6 of this Agreement shall be true and correct in all material respects as of the date of the Closing for the issuance of such Option Shares; and (c) no order, decree, or injunction entered by any court of competent jurisdiction or governmental, regulatory, or administrative agency or commission in the United States shall be in effect that prohibits the exercise of the option or acquisition of Option Shares pursuant to this Agreement.

Certain Conditions. Notwithstanding any other provision of this Agreement, no Bank shall have an obligation to make any Loan, or to permit the continuation of or any conversion into any LIBOR Loan, and the Issuing Bank shall not have any obligation to issue any Letter of Credit, if an Event of Default or Unmatured Event of Default exists.

Certain Conditions. (a) Payments under the Agreement will be made less all applicable tax withholdings and deductions authorized by you. (b) You acknowledge and agree that the consideration provided by the Company to you under the Agreement, including without limitation payments or other benefits to be made or provided by the Company to you pursuant to Sections 2, 3 and/or 6, if any, is greater than and in addition to anything of value that you otherwise would be entitled to receive from the Company, and that the obligations assumed by you under the Agreement and in the Release are given and undertaken in consideration of, and are adequately supported by, the payments to be made and/or other payments to be provided to you by the Company under and pursuant to the Agreement. (c) In addition to compliance with the terms and provisions of any applicable plans or programs, as they may be modified hereby, pursuant to which any of such payments and/or other payments are provided, payment of any of the amounts and the providing of any of the other payments referred to or set forth in Sections 2 and/or 3 is also subject to the following: (i) your granting the CBS Companies and any Spin-off Companies a general release (the "Release") substantially in the form attached to the Agreement (with such changes, if any, as may be appropriate in light of any intervening changes in law to provide the CBS Companies and any Spin-off Companies with the same level of protection as provided in the form attached); (ii) your not revoking the Release within the period provided therein; and (iii) your complying with all of your other obligations as set forth in the Agreement and in the Release. No payment will be made, or other payment provided, by the Company pursuant to Sections 2 and/or 3 until the conditions set forth in Section 5(c)(i) and (ii) above have been met. (d) Payments and other payments provided in accordance with Section 6 will be subject to your complying with all of your obligations as set forth in the Agreement. However, notwithstanding anything in the Agreement to the contrary, payments and other payments provided in accordance with Section 6(c) and/or 6(d) will not be subject to the conditions set forth in Section 5(c)(i) and (ii) above or to the portion of Section 5(c)(iii) above relating to a Release.

Certain Conditions. Notwithstanding any other provision of this Agreement, no Lender shall have an obligation to make any Loan, if an Event of Default or Unmatured Event of Default has occurred and is continuing.