Condition Precedent Clause Samples
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Condition Precedent. The obligations of the parties to this Agreement are subject to the Receiver and the Corporation having received at or before Bank Closing evidence reasonably satisfactory to each of any necessary approval, waiver, or other action by any governmental authority, the board of directors of the Assuming Institution, or other third party, with respect to this Agreement and the transactions contemplated hereby, the closing of the Failed Bank and the appointment of the Receiver, the chartering of the Assuming Institution, and any agreements, documents, matters or proceedings contemplated hereby or thereby.
Condition Precedent. 3.1 The sale and purchase of the Securities is conditional on all applicable filings having been made under the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 or the regulations made thereunder and all applicable waiting periods under that Act or those regulations having expired, lapsed or been terminated as appropriate, in each case in connection with the proposed acquisition of the Securities by the Buyer or any matter arising from or relating to such proposed acquisition.
3.2 The Buyer shall take, or cause to be taken, all actions and do, or cause to be done, all things required to obtain approval for the consummation of the transactions contemplated by this Agreement by any Governmental antitrust entity of the United States (the “Antitrust Approval”), which, subject to the last sentence of this Clause 3.2, shall include without limitation the Buyer’s agreement to (A) sell or otherwise dispose of specific assets or categories of assets or businesses of the Company or any of the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights and obligations (to the extent permissible under the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding the foregoing, nothing in this Clause 3.2 shall require, or be deemed to require, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse Divestment”).
3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date of this Agreement.
3.4 If the Antitrust Approval will not be granted by the relevant Governmental antitrust entity of the United States without requiring a Materially Adverse Divestment, and the Condition is not satisfied in accordance with Clause 3.1, on or before June 30, ...
Condition Precedent. This Contract shall be subject to the availability and appropriation of funds and to the approval of the Commissioner of the Department of Property and Procurement.
Condition Precedent. The condition precedent in Section 2(a)(iii)(1) does not apply to a payment and delivery owing by a party if the other party shall have satisfied in full all its payment or delivery obligations under Section 2(a)(i) and shall at the relevant time have no future payment or delivery obligations, whether absolute or contingent, under Section 2(a)(i).
Condition Precedent. 3.1 This Agreement is conditional on you being selected to the Team (which will operate as a condition precedent). If you are not selected to the Team, then, pending the outcome of any successful appeal, this Agreement will not come into effect and neither party will have any claim against the other.
Condition Precedent. Condition Precedent shall mean a policy term or condition upon which the Insurer's liability under the policy is conditional upon.
Condition Precedent. The obligations of the Assignor and the Assignee hereunder shall be subject to the fulfillment of the condition that the Assignor shall have (a) received payment in full of the Purchase Price, and (b) complied with the other applicable provisions of Section 11.7 of the Credit Agreement.
Condition Precedent. This Contract shall be subject to the availability and appropriation of funds and to the approval of the Governor.
Condition Precedent. This Amendment shall become effective and be deemed effective, as of the date first above written, upon receipt by the Agent of one copy of this Amendment duly executed by each of the parties hereto.
Condition Precedent. Section 2(a)(iii) will be amended by the deletion of the words "a Potential Event of Default" in respect of obligations of Party A only.