SPECIFIC CONTINGENCIES Sample Clauses

SPECIFIC CONTINGENCIES. The Vendors hereby undertake to indemnify Phoenix in respect of the occurrence, in whole or in part, of any of the specific contingencies described below, each of which exists at the Completion Date and will only be finally resolved or determined at some time in the future. The provision for these contingencies is not made as an attempt to anticipate future events, but merely to provide for a reasonable period of time within which such contingencies may be resolved. Any indemnification pursuant to this Section shall be payable by all of the Vendors, pro rata to the number of common shares of Phoenix issuable to each of them pursuant to this Agreement. In the event of the realization of any of the specific contingencies contemplated in this Section 8, the Vendors shall indemnify Phoenix by remitting to Phoenix for cancellation such number of Phoenix Shares as corresponds to the amount of indemnification owed (calculated on the basis of the Escrowed Share Price). Any obligation to remit common shares of Phoenix upon the occurrence of a specific contingency shall be satisfied by return of Escrowed Shares in accordance with the Escrow Agreement. In the event that there does not remain a sufficient number of Escrowed Shares or Proceeds (as defined in the Escrow Agreement) to satisfy an obligation under this Section, such shortfall always to be calculated on the basis of the Escrowed Share Price, the balance of such indemnification obligation shall be paid in cash. All dividends or other distributions received by a Vendor in respect of Phoenix Shares which are remitted to Phoenix in satisfaction of an indemnification obligation under this Section 8, shall also be repaid to Phoenix at the time of payment of indemnification.
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SPECIFIC CONTINGENCIES. All provisions of this Agreement are material, and default of any kind may be subject to a claim of breach of contract, however, the specific requirements under Section 3 relating to funding and space, temporary and permanent, for all listed programs, are absolute conditions precedent to continuance of the obligation of the University, as provided herein.
Sample 1
SPECIFIC CONTINGENCIES. Notwithstanding the provisions of Section 11.4 above, the Stockholders shall indemnify, defend and hold harmless CLC, CLCQ and the Company for any and all liabilities or costs arising out of the matters listed on Schedule 11.5, up to the Purchase Price.
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SPECIFIC CONTINGENCIES. The obligations of Buyer under this Agreement shall, at the option of Buyer, be subject to the following contingencies:
Sample 1
SPECIFIC CONTINGENCIES. In addition to the other terms, covenants and conditions contained herein, the parties’ obligation to perform obligations under this Contract is specifically contingent upon the following terms set forth in this Section.
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Related to SPECIFIC CONTINGENCIES

  • COMMITMENTS AND CONTINGENCIES The QSA JPA may be subject to lawsuits and claims arising out of the normal course of business. As of the date of this disclosure, and to the QSA JPA’s actual knowledge, there are no lawsuits or claims currently pending against the QSA JPA. By way of background, in December 2011, the Court of Appeal upheld the QSA JPA Agreement. (Quantification Settlement Agreement Cases (2011)

  • Financing Contingency The Buyer’s obligations herein are contingent on the Buyer’s obtaining financing to pay the balance on the Purchase Price. The Buyer must present to the Seller a binding commitment for financing the purchase of the Property within days from the Effective date. The terms of the financing must be acceptable to and approved by the Buyer who shall not unreasonably withhold such approval. In the event that the Buyer fails to obtain financing within the time allotted, this Agreement shall automatically terminated and all funds paid by the Buyer shall be returned to the Buyer after deducting all reasonable costs incurred by the Seller in good faith in relation this Agreement.

  • No Financing Contingency Purchaser understands and agrees that this Agreement is not contingent upon Purchaser obtaining financing for Closing. Purchaser shall be solely responsible for making Purchaser’s own financial arrangements to enable Purchaser to pay Seller for the Unit and Purchaser acknowledges that the satisfaction of any condition imposed by a lender is solely at Purchaser’s risk, including, without limitation, the risk of any downward fluctuation in the value of the Unit.

  • Conditions Precedent to Borrowings 5.1 Conditions Precedent to the Initial Borrowing of TBC 37 5.2 Conditions Precedent to Each Committed Borrowing of TBC 38 5.3 Conditions Precedent to Each Bid Borrowing of TBC 38 5.4 Conditions Precedent to the Initial Borrowing of a Subsidiary Borrower 39 5.5 Conditions Precedent to Each Committed Borrowing of a Subsidiary Borrower 39 5.6 Conditions Precedent to Each Bid Borrowing of a Subsidiary Borrower 40

  • Conditions Precedent to Borrowing The obligation of the Liquidity Provider to make an Advance on the occasion of each Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and, prior to the date of such Borrowing, the Borrower shall have delivered a Notice of Borrowing which conforms to the terms and conditions of this Agreement and has been completed as may be required by the relevant form of the Notice of Borrowing for the type of Advances requested.

  • CONDITIONS TO BORROWINGS The obligations of each Lender to make Advances to Borrower hereunder is subject to the satisfaction of the following conditions:

  • Conditions to Borrowing The Bank will not be obligated to make (or continue to make) advances hereunder unless (i) the Bank has received executed originals of the Note and all other documents or agreements applicable to the loans described herein, including but not limited to the documents specified in Article III (collectively with this Agreement the “Loan Documents”), in form and content satisfactory to the Bank; (ii) if the loan is secured, the Bank has received confirmation satisfactory to it that the Bank has a properly perfected security interest, mortgage or lien, with the proper priority; (iii) the Bank has received certified copies of the Borrower’s governance documents and certification of entity status satisfactory to the Bank and all other relevant documents; (iv) the Bank has received a certified copy of a resolution or authorization in form and content satisfactory to the Bank authorizing the loan and all acts contemplated by this Agreement and all related documents, and confirmation of proper authorization of all guaranties and other acts of third parties contemplated hereunder; (v) if required by the Bank, the Bank has been provided with an Opinion of the Borrower’s counsel in form and content satisfactory to the Bank confirming the matters outlined in Section 2.2 and such other matters as the Bank requests; (vi) no default exists under this Agreement or under any other Loan Documents, or under any other agreements by and between the Borrower and the Bank; and (vii) all proceedings taken in connection with the transactions contemplated by this Agreement (including any required environmental assessments), and all instruments, authorizations and other documents applicable thereto, are satisfactory to the Bank and its counsel.

  • Vendor’s Conditions The Vendor shall not be obligated to complete the Transaction unless, at or before the Closing Time, each of the conditions listed below in this section has been satisfied, it being understood that the said conditions are included for the exclusive benefit of the Vendor:

  • CONDITIONS OF BORROWING Notwithstanding any other provision of this Agreement, the Bank shall not be required to disburse, make or continue all or any portion of the Loans, if any of the following conditions shall have occurred.

  • Buyer’s Conditions The obligations of Buyer at the Closing are subject, at the option of Buyer, to the satisfaction at or prior to the Closing of the following conditions:

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