Condition Subsequent Clause Samples

Condition Subsequent. 42 3.4 Term.......................................................43 3.5

Condition Subsequent. 8.1 The Seller shall procure that Completion Accounts are delivered to the Buyer as soon as practicable after Completion, together with a calculation of the adjustment to the Purchase Price required under Clause 5.2, in accordance with Schedule 3. 8.2 The Buyer shall procure the release of the Existing Guarantee in accordance with Schedule 3, and the Seller shall provide all assistance reasonably requested by the Buyer in connection with such release of the Existing Guarantee (at the Buyer’s sole expense). 8.3 The Buyer shall indemnify the Seller against any claim made under the Existing Guarantee in the period between Completion and the release of the Existing Guarantee as a condition subsequent to Completion in accordance with Clause 8.1 and Schedule 3 and all other reasonable costs and expenses (including legal fees) suffered or incurred by the Seller arising out of or in connection with any such claim (any such costs and expenses to be itemised accordingly). 8.4 This indemnity shall not cover the Seller to the extent that a claim under it results from the Seller’s negligence or wilful misconduct. 8.5 If any third party makes a claim, or notifies an intention to make a claim, against the Seller which may reasonably be considered likely to give rise to a liability under this indemnity (a “Claim”), the Seller shall: (a) as soon as reasonably practicable, give written notice of the Claim to the Buyer, specifying the nature of the Claim in reasonable detail; (b) not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Buyer (such consent not to be unreasonably conditioned, withheld or delayed); (c) give the Buyer and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Seller, so as to enable the Buyer and its professional advisers to examine them and to take copies (at the Buyer’s expense) for the purpose of assessing the Claim; and (d) be deemed to have given to the Buyer sole authority to avoid, dispute, compromise or defend the Claim. 8.6 If a payment due from the Buyer under this clause is subject to tax (whether by way of direct assessment or withholding at its source), the Seller shall be entitled to receive from the Buyer such amounts as shall ensure that the net rece...

Condition Subsequent. As a condition subsequent to initial closing hereunder, Borrowers shall perform or cause to be performed the following (the failure by Borrowers to so perform or cause to be performed constituting an Event of Default): (a) within 60 days of the Closing Date, deliver to Foothill the certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 6.10, the form and substance of which shall be satisfactory to Foothill and its counsel; (b) within 60 days of the Closing Date, (i) hire a new chief financial officer of Celebrity, and (ii) deliver to Foothill mortgagee title insurance policies (or marked commitments to issue the same) for the Real Property Collateral issued by a title insurance company satisfactory to Foothill (each a "Mortgage Policy" and, collectively, the "Mortgage Policies") in amounts satisfactory to Foothill assuring Foothill that the Mortgages on such Real Property Collateral are valid and enforceable second priority mortgage Liens on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and the Mortgage Policies shall otherwise be in form and substance reasonably satisfactory to Foothill; (c) within 30 days of the Closing Date, terminate the lockbox arrangements in place in North Carolina; (d) within 21 days of the Closing Date, deliver original stock certificates, with stock powers endorsed in blank, for the largest whole number of shares of stock that is less than 66.5% of the outstanding shares of Celebrity Hong Kong, together with an opinion of Hong Kong counsel to the effect that all necessary legal steps have been taken in connection with the perfection of Foothill's Lien on the Celebrity Hong Kong shares, and the practical realization of such collateral; and (e) by April 15, 1998 Foothill shall have received from Celebrity a business plan (with projections) for Borrowers reflecting periods through June 30, 1999, all of which shall be acceptable to Foothill in its sole discretion.

Condition Subsequent. As a condition subsequent to initial closing hereunder, Borrower shall perform or cause to be performed the following (the failure by Borrower to so perform or cause to be 41 performed constituting an Event of Default): (a) within 30 days of the Closing Date, deliver to Agent the certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 6.10, the form and substance of which shall be reasonably satisfactory to Agent, each Lender, and their respective counsel.

Condition Subsequent. After this Agreement becomes effective and any party becomes obligated under it, all of the following conditions shall continue to be satisfied at Borrowers’ sole cost and expenses in a manner acceptable to Bank in the exercise of Bank’s reasonable judgment or such failure by Borrower to comply with such conditions shall be an Event of Default under the Loan: (a) Borrowers shall deliver to Bank, as soon as possible after this Agreement becomes effective, the original signature of any person signing this Agreement and/or the other agreements described in Section 5(b) above whose signature was only available to Bank by facsimile on the date this Agreement became effective. (b) Borrowers shall maintain the minimum Compensation Balance with Bank covenant provided in amended Section 6.7 of the Loan and Security Agreement.

Condition Subsequent. 38 3.4 Term; Automatic Renewal........................................................................38 3.5

Condition Subsequent. If the Securities are not issued on or before the Effective Date specified hereon, or such other date as may be specified by notice from Party A to Party B prior to the Effective Date, (the “Cut-off Date”) the parties hereto will be released and discharged from any obligations owed to each other with respect to this Transaction and their respective rights against each other under this Transaction will be cancelled with no payment or delivery due from either party, provided that such cancellation, release and discharge shall not affect (i) any of the rights, liabilities or obligations of the parties with respect to payments or other obligations due and payable or due to be performed in respect of this Transaction on or prior to the Cut-off Date or (ii) any other rights or obligations of the parties under the Agreement. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this confirmation enclosed for that purpose and returning it to us. Yours Sincerely, p.p. By:…………………… By:……………………… Name: Name: Title: Authorised Signatory Title: Authorised Signatory By:…………………. Component Security: Each component security of the Index. Amendment to Section 6.8(e): The words "the level of the relevant Index at the close of the regular trading session on the relevant Exchange" on lines 4 and 5 of Section 6.8(e) of the Equity Definitions shall be deleted and replaced with the words "the official closing level of the Index as calculated and published by the Index Sponsor". Scheduled Trading Day: Any day on which: (i) the Index Sponsor is scheduled to publish the level of the Index; and (ii) the Related Exchange is scheduled to be open for trading for its regular trading session. Exchange Business Day: Any Scheduled Trading Day on which: (i) the Index Sponsor publishes the level of the Index; and (ii) the Related Exchange is open for trading during its regular trading session, notwithstanding the Related Exchange closing prior to its Scheduled Closing Time. Valuation Time: (i) For the purposes of determining whether a Market Disruption Event has occurred: (a) in respect of any Component Security, the Scheduled Closing Time on the Exchange in respect of such Component Security, and (b) in respect of any options contracts or future contracts on the Index, the close of trading on the Related Exchange; and (ii) in all other circumstances, the time at which the official closing level of the Index is calculated and published by the...

Condition Subsequent. If Company does not enter into a binding contract for the distribution of the Recording during the Distribution Period, the assignment and license from Artist to Company granted pursuant to Sections C. and D. hereunder shall be deemed rescinded by the agreement of the parties.

Condition Subsequent. As a condition subsequent to initial closing hereunder, Borrowers shall perform or cause to be performed the following (the failure by Borrowers to so perform or cause to be performed constituting an Event of Default): (a) within 30 days of the Closing Date, deliver to Foothill the certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 6.10, the form and substance of which shall be satisfactory to Foothill and its counsel.