Conditions Clause Samples

Conditions. (a) The Company, on its own initiative, shall not change the terms and conditions of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal). (b) Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date of the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been made.

Conditions. The obligations of the parties under this Purchase Agreement are subject to the following conditions: (a) The representations and warranties contained herein shall be accurate as of the date of delivery of the Preferred Securities. (b) [Reserved]. (c) ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel for the Sellers (the “Company Counsel”), shall have delivered an opinion, dated the Closing Date, addressed to the Purchaser and JPMorgan Chase Bank, National Association, in form and substance satisfactory to the Purchaser; (ii) the Company shall have furnished to the Purchaser the opinion of the Company’s General Counsel in form and substance satisfactory to the Purchaser; and (iii) Irvine Law Group, P.C., special tax counsel to the Guarantor shall have delivered an opinion in form and substance satisfactory to the Purchaser. In rendering their opinion, the Company Counsel may rely as to factual matters upon certificates or other documents furnished by officers, directors and trustees of the Company, the Guarantor and the Trust and by government officials (provided, however, that copies of any such certificates or documents are delivered to the Purchaser) and by and upon such other documents as such counsel may, in their reasonable opinion, deem appropriate as a basis for the Company Counsel’s opinion. The Company Counsel may specify the jurisdictions in which they are admitted to practice and that they are not admitted to practice in any other jurisdiction and are not experts in the law of any other jurisdiction. Such Company Counsel Opinion shall not state that they are to be governed or qualified by, or that they are otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991). (d) The Purchaser shall have been furnished the opinion of Mayer, Brown, ▇▇▇▇ & Maw LLP, special tax counsel for the Purchaser, dated the Closing Date, addressed to the Purchaser and JPMorgan Chase Bank, National Association, in substantially the form set out in Annex B hereto. (e) The Purchaser shall have received the opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., special Delaware counsel for the Delaware Trustee, dated the Closing Date, addressed to the Purchaser, JPMorgan Chase Bank, National Association, the Delaware Trustee and the Company, in substantially the form set out in Annex C hereto. (f) The Purchaser shall have received the opinion of Gardere ▇...

Conditions. For purposes of determining compliance with the conditions specified in Section 3, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Agent shall have received notice from such Lender prior to the Amendment Effective Date specifying its objection thereto.

Conditions. 4.1 The sale and purchase of the Sale Shares is conditional on each of the following conditions being fulfilled, satisfied or waived (the Conditions): (a) the Office of Fair Trading (OFT) having provided the OFT Decision that it does not intend to refer the proposed acquisition of the Sale Shares by the Buyer, or any matter arising or relating to that proposed acquisition, to the Competition Commission for investigation (the OFT Condition); (b) no Material Adverse Change occurring between the date of this Agreement and the date on which the OFT Condition is fulfilled, satisfied or waived pursuant to the provisions of clause 4.15 and, for the purposes of this clause, Material Adverse Change shall mean the implementation, notification or announcement of any change to any statutory or other binding or advisory legislative or regulatory provision (including any OFT decision or directive imposed on MEM or the short-term and/or pay day loan industry requiring a change of MEM’s then current business practices) which directly relates to or impacts the business of providing short-term and/or pay day loans and is reasonably likely to result in a reduction of £4,400,000 in the projected Profitability of the Business (using the Projections as a reference for determining such impact) for the 12 month period following such announcement. (c) the Buyer having available to it, on an unconditional basis and on terms satisfactory to it in its sole discretion, debt financing facilities or the proceeds of an issuance of debt securities in a public and/or private offering, or any other financing, (Financing) of an amount not less than the Purchase Price (the Financing Condition); and (d) the Minority SPA having completed in accordance with its terms (the Minority SPA Condition). 4.2 The Buyer and the Seller shall use all reasonable endeavours to procure (so far as they are each able to procure) that the OFT Condition is satisfied on or before the earlier of (i) 24 March 2011 and (ii) the date falling 50 Business Days from the date on which the OFT confirms that the form of the OFT Submission is satisfactory (the OFT Long Stop Date). In order to satisfy the OFT Condition the Buyer shall: (a) procure the filing of a submission to the OFT (OFT Submission) as soon as reasonably practicable and in any event no later than 14 January 2011; (b) respond as soon as reasonably practicable (with a target response time of not more than five Business Days) and in any event within any applica...

Conditions. To the extent that Contractor has received an award for Lot 4, Implementation Services, the following terms and conditions apply to Lot 4, Implementation Services.

Conditions. The Executive’s eligibility to receive and retain any Post-Employment Compensation, as set forth in Sections 4(d) and (3) hereof, is subject to satisfaction of all of the following as well as the covenant of confidentiality set forth in Section 6 below and the assignment of rights to Intellectual Property (as hereafter defined), but with the express understanding and agreement of the parties that the Executive is free to elect not to comply with clause (i) below and is free not to forbear from competition or solicitation as set forth in clauses (ii), (iii) and (iv) immediately below, but that his right to Post-Employment Compensation under this Agreement is expressly conditioned on compliance with said clause (i) and the forbearance required under all of said clauses (ii), (iii) and (iv), as well as his full satisfaction of his obligations under the covenant of confidentiality and assignment of rights to Intellectual Property (which obligations are not optional and shall survive any termination, howsoever occurring). The conditions to receipt of Post-Employment Compensation are as follows: (i) The Executive’s execution and return, to the person designated by the Company to receive notices on its behalf in accordance with Section 17 hereof, of a timely and effective release of claims in the form attached hereto and marked Exhibit A (“Release of Claims”). Such a Release of Claims will be timely and effective if it is signed by the Executive, submitted to the Company, and becomes irrevocable within 28 days following termination of employment (such 28-day period, the “Claims Release Period”). The Release of Claims creates legally binding obligations and the Company therefore advises the Executive to consult an attorney before signing it. (ii) Forbearance by the Executive for six (6) months following the Date of Termination from competition with the business of the Company and its Affiliates anywhere in the world where the Company or any of those Affiliates is doing business, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise. Specifically, but without limiting the foregoing, in order to satisfy this condition, the Executive must forbear from engaging in any activity that is competitive, or is in preparation to engage in competition, with the business of the Company and its Affiliates and further the Executive must forbear from working or providing services, in any capacity, whether as an employee, independent contractor ...

Conditions. The Association of Unions and the Employer agree that regulations made pursuant to the Workers Compensation Act or any other statute of the Province of British Columbia pertaining to the working environment, will be fully complied with. First aid kits will be supplied in accordance with this section.

Conditions. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent:

Conditions. GMAC shall be permitted to designate, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each of the following conditions on or prior to the related Addition Date: (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.