Conditions and Obligations Sample Clauses
The 'Conditions and Obligations' clause defines the specific requirements and duties that each party must fulfill for the contract to remain valid and enforceable. It typically outlines actions, deliverables, or standards that must be met, such as payment schedules, performance milestones, or compliance with laws. By clearly stating these expectations, the clause ensures both parties understand their responsibilities and helps prevent disputes by providing a framework for accountability.
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Conditions and Obligations. The obligation of the Dealer Manager to act as a Dealer Manager hereunder shall at all times be subject, in its discretion, to the conditions that:
(a) All representations and warranties of the Company and each of the Guarantors contained herein or in any certificate or writing delivered hereunder at all times during the Exchange Offer shall be true and correct in all material respects.
(b) Each of the Company and each Guarantor at all times during the Exchange Offer shall have performed, in all material respects, all of its obligations hereunder required as of such time to have been performed by it.
(c) No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with.
(d) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations, of the Company and its subsidiaries, taken as a whole, from that set forth in the Exchange Offer Material (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement) that, in the Dealer Manager's judgment, is material and adverse and that makes it, in the Dealer Manager's judgment, impracticable to market the New Notes on the terms and in the manner contemplated in the Exchange Offer Material.
(e) On or before the Closing Date, the Company shall have completed the refinancing of the Credit Agreement.
(f) On the Closing Date, the Dealer Manager shall have received a letter, dated the date of delivery thereof, in form and substance satisfactory to the Dealer Manager, from Ernst & Young LLP containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement.
(g) On the Closing Date, the Dealer Manager shall have received a certificate, dated the respective date of delivery thereof, signed by an executive officer of the Company, to the effect set forth in Section 6(c) above and further to the effect that the representations and warranties of the Company and each Guarantor set forth in S...
Conditions and Obligations. The obligation of the Dealer Managers to act as Dealer Managers hereunder shall at all times be subject, in their discretion, to the conditions that:
(a) All representations and warranties of the Republic contained herein or in any certificate delivered hereunder as of the Commencement Date, as of each date that any Additional Written Communications are published, sent, given or otherwise distributed throughout the continuance of the Transactions, and as of the Settlement Date, shall be true and correct.
(b) The Republic at all times during the Transactions shall have performed all of its obligations hereunder required as of such time to have been performed by it.
(c) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, U.S. Counsel for the Republic, shall have furnished to the Dealer Managers: (i) an opinion and negative assurance letter, dated as of the Commencement Date, in form and substance reasonably satisfactory to the Dealer Managers, the form of which is attached as Exhibit A hereto, and (ii) an opinion and negative assurance letter, dated as of the Settlement Date, in form and substance reasonably satisfactory to the Dealer Managers, the form of which is attached as Exhibit B hereto. Such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters. In rendering their opinions and negative assurance letters, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP may rely as to all matters of Argentine law upon the opinion of the Treasury Attorney General (Procurador del Tesoro de la Nación) for the Republic referred to in paragraph (d) of this Section 5.
(d) The Treasury Attorney General (Procurador del Tesoro de la Nación) for the Republic shall have furnished to the Dealer Managers, at the request of the Republic, its written opinions, dated as of the Commencement Date and as of the Settlement Date, and addressed to the Dealer Managers, the forms of which are attached as Exhibit C and D hereto, respectively.
(e) Shearman & Sterling LLP, U.S. Counsel for the Dealer Managers, shall have delivered to the Dealer Managers an opinion and a negative assurance letter, dated as of the Commencement Date and as of the Settlement Date, in form and substance satisfactory to the Dealer Managers.
(f) Bruchou, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, Argentine counsel for the Dealer Managers, shall have delivered to the Dealer Managers an opinion, dated as of the Commencement Date and as of the Settlement Date, in form and substance satis...
Conditions and Obligations. The elimination of errors, i.e. deviations from the respective product description, subsidiarily from the respective user guide- book, shall be effected by the delivery of a software alternative, a hotfix, an update or upgrade. The error is eliminated under the condition that it is reproducible and occurs in the latest version acquired by Licensee. Licensee shall provide Licensor with all information and documents necessary for the error elimination in written form, without delay and without charge, to the extent they are available to Licensee and they do not fall under a specific confidentiality obligation. Licensee shall grant to Licensor access to all affected equipment and data and shall provide all necessary data and machine time without charge. Until the provision of new software in which the error has been eliminated, Licensor will provide an interim solution to work around the error if this is possible with reasonable expenses. Licensor hereby informs Licensee that due the complexity of Innovator, the defect analysis and elimination of major defects is not possible in less than five working days, because such an amount of time is necessary only for the correction of a localized error as well as for porting, tests etc. The costs and the risk of the transport of the data carrier to Li- censee shall be borne by Licensor.
Conditions and Obligations. To the extent performance of any obligation of Seller under this Agreement or the satisfaction of any condition of Purchaser’s obligation to close requires the performance of AFE or any of the Subsidiaries, Seller shall cause AFE and the applicable Subsidiary, as the case may be, to perform or satisfy same.
Conditions and Obligations. As an AGR or Military Technician in the Georgia Army National Guard, I am applying for a CLASP assignment. I understand that I will be placed in a leadership position IAW the guidelines of NGR 600-5, paragraph 4-6 dated 21 September 2015.
Conditions and Obligations. The Company shall not be obligated to issue shares of Common Stock upon exercise of the Option if the Company is advised by its legal counsel that such issuance would violate applicable state or federal laws, including securities laws. The Company will use its best efforts to take steps required by state or federal law or applicable regulations in connection with issuance of shares upon exercise of the Option.
Conditions and Obligations. 3.1 The obligations of GaoKe under this Agreement shall be subject to the conditions that:
a) all the terms, covenants and conditions of this Agreement to be complied with and performed by Evatech shall have been fully complied with and performed in all material respects;
b) the representations and warranties of Evatech contained herein shall be true and correct as of the Closing Date;
c) the Recovery Plan contains substantially the same terms as set out in Exhibit B and can be implemented in accordance with its terms;
d) Evatech having completed the Evatech Share Buy Back and none of its assets are subject to any Encumbrances except those stipulated in the Recovery Plan;
e) Evatech having received, from both the Court and the administrator appointed by the Court (“Administrator”),
(i) the necessary approval for Evatech to be a party to this Agreement; and
(ii) the necessary consent for the transfer of the ownership of the Stock to GaoKe;
f) Evatech having:
(i) entered into an entrustment agreement with Mr. Eiji Ino for the appointment of him to become the Representative Director of Evatech for a term of three (3) years with such entrustment agreement to include provisions in relation to certain technology developed and held by Evatech;
(ii) passed a shareholder resolution to approve the terms of the entrustment agreement in clause 3.1(f)(i) above; and
(iii) in the event Mr Eiji Ino is required to resign as a Representative Director of Evatech for any reason (including but not limited to his personal bankruptcy), Evatech having passed:
(a) a shareholder resolution to re-appoint Mr Eiji Ino as a Director of Evatech; and
(b) a board resolution to appoint Mr Eiji Ino as a Representative Director of Evatech.
g) Evatech having:
(i) entered into an entrustment agreement with ▇▇. ▇▇▇▇▇▇▇▇ ▇▇ to appoint him as Representative Director and Chairman of the Board of Directors and an entrustment agreement with ▇▇. ▇▇▇▇ ▇. Lin to appoint him as Representative Director of Evatech for terms of three (3) years; and
(ii) passed a shareholder resolution to appoint ▇▇. ▇▇▇▇▇▇▇▇ ▇▇ and ▇▇. ▇▇▇▇ ▇. Lin as Director of Evatech; and
(iii) passed a board resolution to appoint ▇▇. ▇▇▇▇▇▇▇▇ ▇▇ as a Representative Director and Chairman of the Board of Directors and ▇▇. ▇▇▇▇ ▇. Lin as a Representative Director.
h) Evatech having procured the resignation of the following members of the Board of Directors of Evatech as of the Closing Date:
(i) ▇▇▇▇▇▇▇ ▇▇▇▇;
(ii) ▇▇▇▇▇ ▇▇▇▇▇;
(iii) Kenich...
Conditions and Obligations. The obligations of the Dealer Manager hereunder shall at all times be subject, in its discretion, to the conditions that:
(a) The Registration Statement shall have become effective on or prior to the Expiration Date.
(b) The Registration Statement will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the Prospectus or any supplement or amendment thereto will contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this condition shall not apply to any statements or omissions made in reliance upon and in conformity with the Dealer Manager Information.
Conditions and Obligations. As of the date hereof, Tenant has satisfied or performed all conditions and obligations under the Lease to be satisfied or performed by Tenant.
Conditions and Obligations. The obligations of BAS to act as a dealer -------------------------- manager hereunder shall at all times be subject, in its discretion, to the conditions that:
(a) All representations and warranties of the Company contained herein or in any certificate or writing delivered hereunder at all times during the Offer shall be true and correct in all material respects.
(b) The Company at all times during the Offer shall have performed, in all material respects, all of its obligations hereunder required as of such time to have been performed by it.
(c) Counsel for the Company shall have delivered to BAS an opinion, on the date of closing of the Offer, reasonably acceptable to BAS, dated such date and substantially in the form attached hereto as Annex B. ------- (d) BAS has been paid its fees and expenses in full simultaneous with the date of closing of the Offer.