Conditional Contracts Clause Samples

A conditional contracts clause defines that the enforceability or performance of the contract depends on the occurrence or non-occurrence of a specified event or condition. In practice, this means that the parties are only obligated to fulfill their contractual duties if certain requirements are met, such as obtaining regulatory approval or securing financing. This clause is essential for managing uncertainty and risk, as it ensures that parties are not bound to proceed unless key prerequisites are satisfied, thereby protecting their interests if conditions change.
Conditional Contracts. If a conditional contract is exchanged for the disposal or letting of the Property the Client will be liable to pay remuneration to BF on the basis set out above under "Sole Selling Rights", "Sole Agency", "Joint Sole Agency" or "Multiple Agency" (as appropriate) as if the reference to "unconditional contracts" contained in the provisions referred to "conditional contracts" provided always that the liability to pay remuneration to BF shall only arise on the conditional contract becoming unconditional in all respects.
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Conditional Contracts. Promptly following the Effective Date, the Company shall notify in writing each counterparty (each a “Conditional Contract Counterparty”) to the Conditional Contracts and request that such Conditional Contract Counterparty notify the Company, on or before the Closing Date, as to whether or not such Conditional Contract Counterparty desires to continue the applicable Conditional Contract following the Closing with the understanding that following the Closing the Company will be owned and controlled by Buyer and its Affiliates. In the event that such Conditional Contract Counterparty notifies the Company that it desires to continue the applicable Conditional Contract following the Closing, the Company shall deliver at Closing any instrument (counter-signed by the Conditional Contract Counterparty) necessary to evidence such intent to continue the applicable Conditional Contract following the Closing and consent of the Conditional Contract Counterparty to any actual or deemed assignment, transfer, change of control or similar consequence of the sale of Shares contemplated by this Agreement and the continuation of the applicable Conditional Contract in accordance with its terms. In the event that such Conditional Contract Counterparty notifies the Company that it does not desire to continue the applicable Conditional Contract following the Closing, the Company and such Conditional Contract Counterparty shall execute and deliver at Closing an instrument that effectively terminates the applicable Conditional Contract as of not later than the Closing, or the Company shall deliver at the Closing an instrument that effectively terminates as of not later than the Closing any Conditional Contract which the Company may terminate unilaterally. As of not later than the Closing, the Company shall isolate and hold separate from all other Asset Documents all copies (including digital copies), that are in the Company’s possession or control, of all Conditional Contracts that are so terminated as of not later than the Closing. At or after the Closing, Oronite shall be entitled to immediately remove and destroy all such copies of all such terminated Conditional Contracts, and at all times after the Closing, the Company and Buyer will not use or exploit, and shall refrain from asserting any right to use or exploit, any such terminated Conditional Contracts and any summaries thereof and extracts therefrom, whether in the operation of the Company’s or Buyer’s business or otherwi...
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Conditional Contracts. The conditional employment contract of a teacher who does not meet employment requirements shall be immediately voided in accordance with ORC §3319.
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Conditional Contracts. 5.1 In the case of a conditional contract, an unconditional contract will be deemed to have been exchanged for the purpose of this agreement (i) on the date of the satisfaction of the last condition or (ii) if earlier, on the date of the completion of the transaction notwithstanding any condition remains to be satisfied.
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Conditional Contracts. A Shareholder may enter an agreement or contract to Alienate Securities which is in all respects conditional upon any consent or procedure under this Agreement first being obtained or complied with (as the case may be).
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Related to Conditional Contracts

  • Existing Contracts Billing terms and provisions contained in existing contracting entity agreements (existing as of the date this policy is approved by the Board of Supervisors) shall remain in effect for the life of the contract. However, when these existing contracts are renegotiated, they shall contain the billing provisions as set forth in this policy.

  • Material Contracts and Commitments (a) Section 3.16 of the Company Disclosure Schedule contains a true and complete list as of the date of this Agreement of all of the following contracts, agreements and commitments, whether oral or written ("Contracts"), to which the Company or any of its subsidiaries is a party or by which any of them or any of their material Company Assets is bound, as each such contract or commitment may have been amended, modified or supplemented: (i) any agreement (including all master commitments and pool purchase contracts) between the Company or any of its subsidiaries and any Agency or Investor pursuant to which the Company and its subsidiaries sold more than $175 million in principal amount of Mortgage Loans during fiscal year 1999, and all insurance or guaranty contracts (including contracts with any private mortgage insurer or Pool (as defined herein) insurance provider with respect to the Mortgage Loans; (ii) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for rent in excess of $100,000 during any twelve-month period; (iii) any agreement for the lease of real property providing for the payment of rent in excess of $250,000 during any twelve-month period; (iv) any agreement (or group of related agreements) or indemnity under which the Company or any of its subsidiaries has created, incurred, assumed or guaranteed any debt including without limitation any indebtedness for borrowed money, warehouse lines of credit, or any capitalized lease or purchase money obligation (except for intercompany obligations); (v) any agreement under which the Company or any of its subsidiaries has granted a lien, pledge, security interest or other encumbrance upon any of its material assets; (vi) any agreement under which the Company or any of its subsidiaries has an obligation to indemnify a director, officer or employee; (vii) any agreement for the employment of any individual on a full-time, part-time, consulting or other basis other than oral retainers of professionals terminable at will except for employment agreements of employees with a salary of less than $100,000 who have signed the Company's or any of its subsidiaries' standard form employment agreement (excluding commissioned employees); (viii) any agreement concerning confidentiality or noncompetition given by the Company other than those agreements (A) with employees on the Company's standard form employment, (B) related to Company Stock Options, (C) entered into with any Person in connection with the proposed sale of the Company and (D) that do not materially restrict the manner in which the Company or any of its subsidiaries conduct its business; (ix) any other plan, contract or arrangement, whether formal or informal, which involves direct or indirect compensation (including bonus, stock option, severance, golden parachute, deferred compensation, special retirement, consulting and similar agreements and all agreements and arrangements regarding the Company's net branches) for the benefit of one or more of the current or former directors, officers or employees of the Company (other than Company Employee Plans described in Section 3.12(a)); (x) any guaranty or suretyship, performance bond or contribution agreement; (xi) any marketing, sales representative or dealership agreement with respect to which the fees paid or payable by the Company are or will be in excess of $100,000; any material agreement relating to e-commerce or agreements related to the Company's "net branches"; and (xii) any other material contract or commitment. (b) The Company has heretofore made available to the Parent true and complete copies of all of the Contracts required to be set forth in Section 3.16 of the Company Disclosure Schedule. Each such Contract is a valid and binding agreement of the Company or one of its subsidiaries in accordance with its terms, and is in full force and effect (except as set forth in Section 3.16 of the Company Disclosure Schedule), except where the failure to be valid and binding and in full force and effect would not individually or in the aggregate have a Material Adverse Effect. Neither the Company nor any of its subsidiaries is in default with respect to any such Contract, nor (to the Company's Knowledge) does any condition exist that with notice or lapse of time or both would constitute such a default thereunder or permit any other party thereto to terminate such Contract, except as would not have a Material Adverse Effect. To the Company's Knowledge, no other party to any such Contract is in default in any respect with respect to any such Contract, which would have a Material Adverse Effect. No party has given any written notice (i) of termination or cancellation of any such Contract or (ii) that it intends to assert a breach of any such Contract, whether as a result of the transactions contemplated hereby or otherwise, which would have a Material Adverse Effect. Each Contract identified in Section 3.16 of the Company Disclosure Schedule in response to any item under this Section 3.16 shall be deemed incorporated by reference to all other items in this Section 3.16.

  • Project Contracts Prior to the delivery of this Lease, the Company may have entered into a contract or contracts with respect to the acquisition and/or construction of the Improvements. Those contracts, and any such contracts entered into by the Company after delivery of this Lease are hereinafter referred to as the “Project Contracts.” Prior to the delivery hereof, certain work has been or may have been performed on the Improvements pursuant to said Project Contracts or otherwise. Subject to the Lender’s rights in the Project Contracts, the Company hereby conveys, transfers and assigns to the Issuer all of the Company’s rights in, but not its obligations under the Project Contracts and the Issuer hereby designates the Company as Issuer’s agent for the purpose of executing and performing the Project Contracts. After the execution hereof, the Company shall cause the Project Contracts to be fully performed by the contractor(s), subcontractor(s) and supplier(s) thereunder in accordance with the terms thereof, and the Company covenants to cause the Improvements to be acquired, constructed and/or completed in accordance with the Project Contracts. Any and all amounts received by the Issuer, the Trustee or the Company from any of the contractors or other suppliers by way of breach of contract, refunds or adjustments shall become a part of and be deposited in the Project Fund.

  • New Contracts Except as provided in Section 6.1.4, Seller will not enter into any contract that will be an obligation affecting the Property subsequent to the Closing, except contracts entered into in the ordinary course of business that are terminable without cause and without the payment of any termination penalty on not more than 30 days’ prior notice.

  • Supplemental Contracts 1. Supplemental contracts may be agreed to by the Board of Education and a teacher. Supplemental assignments constitute duties apart from the primary contracts, which are assigned by the administrators and for which there is a written contract. Any teacher may make application for those assignments. Persons who wish to fill these assignments may apply for such work in writing to the administrator of the building where the position is located. Supplemental contracts will be paid a percentage of the supplemental base (See Appendix B). 1.1 In the event that an employee holding a supplemental contract does not fulfill said contract, payment shall be prorated based on such things as, but not limited to, percent of season completed, percent of performances completed, meetings, or duties, completion of product/production. The superintendent or designee will determine percentage to be paid after consultation with the impacted parties. 1.2 A job description must be developed at the building level and approved by the Board of Education for each supplemental position for which compensation is paid and a contract issued. 1.3 The formation of new clubs/activities/positions may occur at any building providing a teacher can show justification for that club/activity/position. The teacher will make a proposal to the Building Principal’s Advisory Council. The proposal will include such things as projected meeting time, number of students involved, and number of teacher hours. Final approval for implementation rests with the superintendent/designee. If approved, sponsors will be paid on an hourly timecard rate with appropriate documentation of activities for possible inclusion in the supplemental salary schedule. 2. Prior to the start of each activity season (fall, winter, spring) a listing of available extra duty assignments will be posted for employees to sign up to work. Employees sign up for all duties he/she wants to do for that particular season. As duties are completed, the employee enters the time worked in the district’s time and attendance system. Some specialized duties (scorebook, game manager, etc.) may be pre-assigned by the activities director. The rate of pay will be $19.00 per hour paid in one half (1/2) hour increments. 3. Short-term assignments can be incurred at any grade level and are not governed by written contract. Teachers may agree to short-term assignments of supervision/ instruction in addition to their regularly assigned duties within the contract day. When the short-term period exceeds one-half (½) hour, then the teacher will receive full hourly compensation for each hour assigned. When the short-term period is less than one-half (½) hour, the teacher will receive one half (½) the hourly compensation. 3.1 All short-term assignments will be paid at the rate of $19.00 per hour. 3.2 Elementary teachers who accept the assignment of students from teachers who are absent and whose classroom cannot be covered with a substitute teacher will receive the substitute teacher’s pay proportionally divided among the teachers who take the additional students. If the teacher does not receive a plan time, the short-term assignment rate will apply. 3.3 Building Principal’s Advisory Council members will be paid at the above short-Term Assignment rate for Building Principal’s Advisory Council meetings.