By Xcel Sample Clauses

By Xcel. Notwithstanding any other provision herein to the contrary, Xcel’s obligation to consummate the transactions contemplated by this Agreement is subject, in all events, to the satisfaction (or waiver, which waiver must be evidenced in writing) of the following conditions on or prior to the Closing: (1) All representations and warranties of the Elan Entities contained in this Agreement shall be true and correct in all material respects on and as of the Closing, as though given on such date and the Elan Entities shall have performed all agreements and covenants required by this Agreement to be performed by such parties on or prior to the Closing; (2) No actions or proceedings that question the validity or legality of the transactions contemplated by this Agreement shall have been instituted or threatened and not settled or otherwise terminated; (3) All consents required by any third party to effect the transactions contemplated by this Agreement shall have been obtained; (4) The Elan Entities shall have delivered to Xcel each of the items required to be delivered pursuant to Section 2(b)(ii), (iii) and (iv) above; (5) This Agreement and the transactions contemplated by this Agreement shall have been approved by the Board of Directors of Xcel; and (6) The closing by Xcel (or the concurrent closing with the Closing) of the sale of its newly-issued debt and equity securities (x) to certain third party investors, (y) on terms and conditions satisfactory to Xcel in its sole discretion and (z) in an aggregate amount of not less than Eighty-Eight Million U.S. Dollars (U.S. $88,000,000).
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By Xcel. At the Closing, Xcel shall deliver or cause to be delivered to the following parties the following items: (1) The Working Capital Repayment by wire transfer of funds to an account designated by EPIL in writing not less than one (1) day prior to the Closing; (2) The Product Financing and Share Payment by wire transfer of funds to an account designated by EPIL (for the benefit of EPIL and EIS) in writing not less than one (1) day prior to the Closing; (3) The Closing Date Interest Payment by wire transfer of funds to an account designated by EPIL in writing not less than one (1) day prior to the Closing; (4) A signature page to this Agreement, duly executed by an authorized representative of Xcel, which signature page shall be delivered to each of the Elan Entities; and (5) An acknowledgment and release letter with respect to the obligations of ▇▇▇▇▇▇-▇▇▇▇▇ to make payment to Elan in form and substance satisfactory to the Elan Entities.
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  • Access to Work District representatives shall at all times have access to the Work, wherever it is, in preparation or in progress. Contractor shall provide safe and proper facilities for such access.

  • LITERATURE, ADVERTISEMENTS, AND SOCIAL MEDIA 29 A. Any written information or literature, including educational or promotional materials, 30 distributed by CONTRACTOR to any person or organization for purposes directly or indirectly related 31 to this Agreement must be approved at least thirty (30) days in advance and in writing by 32 ADMINISTRATOR before distribution. For the purposes of this Agreement, distribution of written 33 materials shall include, but not be limited to, pamphlets, brochures, flyers, newspaper or magazine ads, 34 and electronic media such as the Internet. 35 B. Any advertisement through radio, television broadcast, or the Internet, for educational or 36 promotional purposes, made by CONTRACTOR for purposes directly or indirectly related to this 37 Agreement must be approved in advance at least thirty (30) days and in writing by ADMINISTRATOR. 1 C. If CONTRACTOR uses social media (such as Facebook, Twitter, YouTube or other publicly 2 available social media sites) in support of the services described within this Agreement, 3 CONTRACTOR shall develop social media policies and procedures and have them available to 4 ADMINISTRATOR upon reasonable notice. CONTRACTOR shall inform ADMINISTRATOR of all 5 forms of social media used to either directly or indirectly support the services described within this 6 Agreement. CONTRACTOR shall comply with COUNTY Social Media Use Policy and Procedures as 7 they pertain to any social media developed in support of the services described within this Agreement. 8 CONTRACTOR shall also include any required funding statement information on social media when 9 required by ADMINISTRATOR. 10 D. Any information as described in Subparagraphs A. and B. above shall not imply endorsement 11 by COUNTY, unless ADMINISTRATOR consents thereto in writing. 12

  • System Timeout The system providing access to PHI COUNTY discloses to 11 CONTRACTOR or CONTRACTOR creates, receives, maintains, or transmits on behalf of COUNTY 12 must provide an automatic timeout, requiring re-authentication of the user session after no more than 13 twenty (20) minutes of inactivity.

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