CONDITIONAL Sample Clauses

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CONDITIONAL. A limited term assignment exchange into a different certification area than the current can be effected in order to avoid layoffs. Teachers desiring such limited term exchange assignments for which they are certified may do so effective at the beginning of any school year providing the exchange has prior approval of the immediate supervisors and the Assistant Superintendent for Human Resources. Such limited term assignment may be terminated if a vacancy(ies) occurs for which for which one or other of the involved teachers are eligible and elect to accept reassignment.
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CONDITIONAL. PUT" RIGHT To the extent that FabVen fails (i) to qualify silicon manufactured with * processes each having a minimum of * feature sizes under a test vehicle to be agreed upon by FabVen, UMC and a majority of the Venturers other than UMC (including without limitation, a test vehicle from a Venturer, provided that such qualification under a test vehicle from a Venturer is commercially reasonable and within industry standards) ("First Qualification") on or before the end of December 31, 1998, and/or (ii) to achieve the ability to manufacture a minimum of * wafer outs per month for such * process and * wafer outs per month for such * process on or before December 31, 1998 for reasons attributable to UMC, FabVen and/or the Licensed Processes, the Venturers (one or more of them) will have the option to sell their shares (and their corresponding rights to capacity in FabVen) to UMC for the total amount they paid for such shares by sending written demand to UMC as follows:
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CONDITIONAL. An insurance policy includes a number of conditions that both the insured and the insurer must comply with. For example, if a covered loss occurs, the insured must notify the insurer about the loss, and the insurer must use the valuation methods specified in the policy to settle the loss. For this reason, an insurance policy is a conditional contract.
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CONDITIONAL. BID Unless the Bid Specifications provides otherwise, a Bid is not rendered non-responsive if the Bidder specifies that the award will be accepted only on all or a specified group of items or Product included in the specification. It is understood that nothing herein shall be deemed to change or alter the method of award contained in the Bid Documents.
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CONDITIONAL. It is subject to conditions the principal one of which is the happening of the event insured against.
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CONDITIONAL. The sale is conditional upon the Purchaser obtaining financing to purchase the Vehicle within 7 (Seven) business day from signature of this Agreement. Signed at on this day of 20 Witnesses: 1. Seller 2. Signed at on this day of 20 Witnesses: 1. Purchaser 2. AJS Law Inc strive to make law affordable and accessible to the general public of South Africa. As a result, we have created documents and contracts for use at no charge. We have taken care to ensure that the documents are up to date with applicable legislation on date of publication, however, as the law changes regularly we cannot guarantee that the information contained herein is without error. It is important to note that this document or the content thereof does not constitute legal advice and AJS Law accept no right or liability from the use thereof. The user of this document waives any and all claims against AJS Law for any loss or damages incurred when using the document or if any information contained herein becomes outdated over time. We suggest you contact one of our professional staff for legal advice or direction.
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CONDITIONAL. (a) The granted license hereunder shall be conditional on the followings: (i) The domain names and trademarks hereunder are legally held by the Licensor; (ii) The Licensee shall not infringe any of the Licensor’s rights when using the domain names and trademarks hereunder; (iii) Nothing in this Agreement shall: ▇. ▇▇▇▇▇ the Licensee with the exclusive rights and benefits in respect of the domain names and trademarks hereunder; or B. Constitute any sale or transfer of the domain names and trademarks hereunder to the Licensee; (iv) Save for the use of the domain names and trademarks in accordance with the terms and conditions of this Agreement, nothing in this Agreement grants any other rights in respect of such domain names and trademarks to the Licensee.
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CONDITIONAL. Notwithstanding anything herein to the contrary, the Company’s obligations herein are conditional upon the Grantee executing an Employment Agreement with the Company on terms and conditions satisfactory to each party, and the Granting actually commencing his employment with the Company on the date contemplated in said Employment Agreement.
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CONDITIONAL. The Holder acknowledges and agrees that this Agreement is conditional upon the completion of the Transaction. In the event that the Transaction is not completed, the agreement to terminate RSUs in accordance with Section 1 hereof and all other terms of this Agreement will be deemed not to have occurred and the RSUs will continue to exist and will be subject to the terms of the RSU Agreement under which such RSUs were granted on their original terms.
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Related to CONDITIONAL

  • Encumbrance Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

  • Conditionality 2.1 Subject to Clause 2.2 below this Agreement shall have immediate effect 2.2 The covenants by the Owners in Clause 4 are conditional upon the grant by the Council of the Planning Permission on the Effective Date and Implementation of the Development

  • Condition of Title (a) At the Settlement Date, title to the Property shall be good and marketable and free and clear of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) below. (b) During the Feasibility Period, Purchaser shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period), to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Price. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,

  • Commutation 1. Except as provided in subparagraph 3., not less than 36 months or more than 60 months after the end of the Contract Year, the Company shall file a final Proof of Loss Report(s), with the exception of Companies having no reportable Losses as described in sub-subparagraph a. Otherwise, the final Proof of Loss Report(s) is required as specified in sub-subparagraph b. The Company and SBA may mutually agree to initiate commutation after 36 months and prior to 60 months after the end of the Contract Year. The commutation negotiations shall begin at the later of 60 months after the end of the Contract Year or upon completion of the FHCF claims examination for the Company and the resolution of all outstanding examination issues. a. If the Company’s most recently submitted Proof of Loss Report(s) indicates that it has no Losses resulting from Covered Events during the Contract Year, the SBA shall after 36 months request that the Company execute a final commutation agreement. The final commutation agreement shall constitute a complete and final release of all obligations of the SBA with respect to Losses. If the Company chooses not to execute a final commutation agreement, the SBA shall be released from all obligations 60 months following the end of the Contract Year if no Proof of Loss Report indicating reimbursable Losses had been filed and the commutation shall be deemed concluded. However, during this time, if the Company determines that it does have Losses to report for FHCF reimbursement, the Company must submit an updated Proof of Loss Report prior to the end of 60 months after the Contract Year and the Company shall be required to follow the commutation provisions and time frames otherwise specified in this section. b. If the Company has submitted a Proof of Loss Report indicating that it does have Losses resulting from a Covered Event during the Contract Year, the SBA may require the Company to submit within 30 days an updated, current Proof of Loss Report for each Covered Event during the Contract Year. The Proof of Loss Report must include all paid Losses as well as all outstanding Losses and incurred but not reported Losses, which are not finally settled and which may be reimbursable Losses under this Contract, and must be accompanied by supporting documentation (at a minimum an adjuster’s summary report or equivalent details) and a copy of a written opinion on the present value of the outstanding Losses and incurred but not reported Losses by the Company’s certifying actuary. Failure of the Company to provide an updated current Proof of Loss Report, supporting documentation, and an opinion by the date requested by the SBA may result in referral to the Florida Office of Insurance Regulation for a violation of the Contract. Increases in reported paid, outstanding, or incurred but not reported Losses on original or corrected Proof of Loss Report filings received later than 60 months after the end of the Contract Year shall not be eligible for reimbursement or commutation. 2. Determining the present value of outstanding Losses. a. If the Company exceeds or expects to exceed its Retention, the Company and the SBA or their respective representatives shall attempt, by mutual agreement, to agree upon the present value of all outstanding Losses, both reported and incurred but not reported, resulting from Covered Events during the Contract Year. The Loss valuation process under this subparagraph may begin only after all other issues arising under this Contract have been resolved, and shall be suspended pending resolution of any such issues that arise during the Loss valuation process. Payment by the SBA of its portion of any amount or amounts so mutually agreed and certified by the Company’s certifying actuary shall constitute a complete and final release of the SBA in respect of all Losses, both reported and unreported, under this Contract. b. If agreement on present value cannot be reached within 90 days of the FHCF’s receipt of the final Proof of Loss Report and supporting documentation, the Company and the SBA may mutually appoint an actuary, adjuster, or appraiser to investigate and determine such Losses. If both parties then agree, the SBA shall pay its portion of the amount so determined to be the present value of such Losses. c. If the parties fail to agree on the valuation of any Losses, then any difference in valuation of the Loss shall be settled by a panel of three actuaries, as provided in this subparagraph. Either the SBA or the Company may initiate the process under this subparagraph by providing written notice to the other party stating that the parties are at an impasse with respect to valuation of Losses and specifying the dollar amounts in dispute. i. One actuary shall be chosen by each party, and the third actuary shall be chosen by those two actuaries. If either party does not appoint an actuary within 30 days after the initiation of the process, the other party may appoint two actuaries. If the two actuaries fail to agree on the selection of an independent third actuary within 30 days of their appointment, each of them shall name two, of whom the other shall decline one and the decision shall be made by drawing lots. ii. All of the actuaries shall be regularly engaged in the valuation of property claims and losses and shall be members of the Casualty Actuarial Society and of the American Academy of Actuaries. iii. None of the actuaries shall be under the control of either party to this Contract. iv. Each party shall submit a written statement of its case to the panel of actuaries and the opposing party no later than 30 days after the appointment of the third actuary. Within 15 days after receiving the other party’s submission, a party may submit its written response to the panel of actuaries and the other party. After the appointment of the third actuary, a party may not communicate with the panel or any member of the panel except in writing simultaneously furnished to all members of the panel and the opposing party. Any member of the panel may present questions to be answered by both parties, which shall be answered in writing and simultaneously furnished to the members of the panel and the opposing party or, at the discretion of the panel, may be provided in a meeting or teleconference attended by both parties and all members of the panel. v. The written decision of a majority of the panel as to the disagreement over the valuation of losses identified in the written notice of impasse, when filed with the parties hereto, shall be final and binding on both parties. d. The reasonable and customary expense of the actuaries and of the commutation (as a result of sub-subparagraphs 2.b. and c.) shall be equally divided between the two parties. Said commutation shall take place in Tallahassee, Florida, unless some other place is mutually agreed upon by the Company and the SBA. 3. The Company and SBA may mutually agree to initiate and complete a commutation for zero dollars without being subject to the 36-month waiting period provided in subparagraph (d)1. Such early commutation, once completed, eliminates the mandatory Proof of Loss Report requirements required under subparagraphs (b)3. and 4. for all reporting periods subsequent to the completion of the commutation. 4. Upon full execution of the commutation agreement and the issuance of the final reimbursement payment, if any, each party, on behalf of its predecessors, successors, assigns, and its past, present and future officers, directors, shareholders, employees, agents, receivers, trustees, attorneys and its legal representatives, unconditionally and completely releases and forever discharges the other party, its predecessors, successors, assigns, and its past, present and future officers, directors, shareholders, employees, agents, receivers, trustees, attorneys, and its legal representatives from any and all past, present, and future rights, liabilities, and obligations including, but not limited to, payments, claims, debts, demands, causes of action, costs, disbursements, fees, attorneys’ fees, expenses, damages, injuries, or losses of every kind, whether known or unknown, reported or unreported, or fixed or contingent, relating to or arising out of this Reimbursement Contract.

  • Condition of the Property All bidders shall be deemed to have carried out all investigations and examinations of the Property and the title particulars at their own costs and expenses and upon being successful, accept the property in the state and condition in which the Property is at the date of the auction sale.