Conditions and Obligations Sample Clauses
The 'Conditions and Obligations' clause defines the specific requirements and duties that each party must fulfill for the contract to remain valid and enforceable. It typically outlines actions, deliverables, or standards that must be met, such as payment schedules, performance milestones, or compliance with laws. By clearly stating these expectations, the clause ensures both parties understand their responsibilities and helps prevent disputes by providing a framework for accountability.
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Conditions and Obligations. The obligations of the Dealer Manager to act as a Dealer Manager hereunder shall at all times be subject, in its discretion, to the conditions that:
(a) All representations and warranties of the Company contained herein or in any certificate or writing delivered hereunder at all times during the Offer shall be true and correct in all material respects.
(b) The Company at all times during the Offer shall have performed, in all material respects, all of its obligations hereunder required as of such time to have been performed by it.
(c) Counsel for the Company shall have delivered to the Dealer Manager an opinion, on the date of closing of the Offer, reasonably acceptable to the Dealer Manager, dated such date and covering substantially the following matters:
(i) The Company is validly existing as a corporation in good standing under the laws of Delaware.
(a) The Company has duly taken all necessary corporate action to authorize the making and consummation of the Offer pursuant to the terms of the Documents and the execution, delivery and performance by the Company of this Agreement, and (b) this Agreement has been duly executed and delivered by the Company.
(iii) The New Notes have been duly authorized by the Company and, when executed, authenticated, and issued in accordance with the provisions of the New Indentures and delivered and exchanged as contemplated by the Offer, will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, general equitable principles and the discretion of the courts in granting equitable remedies; and the New Notes will be entitled to the benefits of the New Indentures. The New Notes will in all material
Conditions and Obligations. The obligation of the Dealer Manager to act as dealer manager hereunder shall at all times be subject, in its discretion, to the following conditions:
(a) All representations and warranties of the Company contained herein or in any certificate or writing delivered hereunder at all times during the Offer and Solicitation shall be true and correct. The Company acknowledges that Sandler’s agreement to act, or to continue to act, as Dealer Manager at a time when it knows or should know that any such representation, warranty and agreement is or may be untrue or incorrect or not performed, as the case may be, shall be without prejudice to its right subsequently to cease so to act by reason of such untruth, incorrectness or nonperformance, as the case may be.
(b) The Company shall have performed, at all times during the Offer and Solicitation, in all material respects, all of its obligations hereunder required as of such time to have been performed by it.
(c) The Dealer Manager shall have received on the date hereof and on the Expiration Date an opinion from each of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsels for the Company, and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Executive Vice President and General Counsel of the Company, in form and substance satisfactory to you, and to such further effect as counsel to the Dealer Manager may reasonably request.
(d) The Dealer Manager shall have received on the date hereof and on the Expiration Date an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Dealer Manager.
(e) The Dealer Manager shall have received letters, satisfactory in form to the Dealer Manager and their counsel, dated the date hereof (and reaffirmed and updated on the Expiration Date) and addressed to you, from each of PricewaterhouseCoopers LLP, independent certified public accountants for the Company until March 2012, and KPMG, independent certified public accountants for the Company since March 2012, containing statements and information of the type ordinarily included in accountants’ comfort letters with respect to the financial statements and certain financial information contained or incorporated by reference in the Offer and Solicitation Documents.
(f) At the Expiration Date, there shall have been delivered to the Dealer Manager, on behalf of the Company, a certificate of the Chief Executive Officer and the Chief Financial Officer of the Company, dated as of such date, and stating that the representations and warranties set forth ...
Conditions and Obligations. As an AGR or Military Technician in the Georgia Army National Guard, I am applying for a CLASP assignment. I understand that I will be placed in a leadership position IAW the guidelines of NGR 600-5, paragraph 4-6 dated 21 September 2015.
Conditions and Obligations. The elimination of errors, i.e. deviations from the respective product description, subsidiarily from the respective user guide- book, shall be effected by the delivery of a software alternative, a hotfix, an update or upgrade. The error is eliminated under the condition that it is reproducible and occurs in the latest version acquired by Licensee. Licensee shall provide Licensor with all information and documents necessary for the error elimination in written form, without delay and without charge, to the extent they are available to Licensee and they do not fall under a specific confidentiality obligation. Licensee shall grant to Licensor access to all affected equipment and data and shall provide all necessary data and machine time without charge. Until the provision of new software in which the error has been eliminated, Licensor will provide an interim solution to work around the error if this is possible with reasonable expenses. Licensor hereby informs Licensee that due the complexity of Innovator, the defect analysis and elimination of major defects is not possible in less than five working days, because such an amount of time is necessary only for the correction of a localized error as well as for porting, tests etc. The costs and the risk of the transport of the data carrier to Li- censee shall be borne by Licensor.
Conditions and Obligations. The Company shall not be obligated to issue shares of Common Stock upon exercise of the Option if the Company is advised by its legal counsel that such issuance would violate applicable state or federal laws, including securities laws. The Company will use its best efforts to take steps required by state or federal law or applicable regulations in connection with issuance of shares upon exercise of the Option.
Conditions and Obligations. 3.1 The obligations of GaoKe under this Agreement shall be subject to the conditions that:
a) all the terms, covenants and conditions of this Agreement to be complied with and performed by Evatech shall have been fully complied with and performed in all material respects;
b) the representations and warranties of Evatech contained herein shall be true and correct as of the Closing Date;
c) the Recovery Plan contains substantially the same terms as set out in Exhibit B and can be implemented in accordance with its terms;
d) Evatech having completed the Evatech Share Buy Back and none of its assets are subject to any Encumbrances except those stipulated in the Recovery Plan;
e) Evatech having received, from both the Court and the administrator appointed by the Court (“Administrator”),
(i) the necessary approval for Evatech to be a party to this Agreement; and
(ii) the necessary consent for the transfer of the ownership of the Stock to GaoKe;
f) Evatech having:
(i) entered into an entrustment agreement with Mr. Eiji Ino for the appointment of him to become the Representative Director of Evatech for a term of three (3) years with such entrustment agreement to include provisions in relation to certain technology developed and held by Evatech;
(ii) passed a shareholder resolution to approve the terms of the entrustment agreement in clause 3.1(f)(i) above; and
(iii) in the event Mr Eiji Ino is required to resign as a Representative Director of Evatech for any reason (including but not limited to his personal bankruptcy), Evatech having passed:
(a) a shareholder resolution to re-appoint Mr Eiji Ino as a Director of Evatech; and
(b) a board resolution to appoint Mr Eiji Ino as a Representative Director of Evatech.
g) Evatech having:
(i) entered into an entrustment agreement with ▇▇. ▇▇▇▇▇▇▇▇ ▇▇ to appoint him as Representative Director and Chairman of the Board of Directors and an entrustment agreement with ▇▇. ▇▇▇▇ ▇. Lin to appoint him as Representative Director of Evatech for terms of three (3) years; and
(ii) passed a shareholder resolution to appoint ▇▇. ▇▇▇▇▇▇▇▇ ▇▇ and ▇▇. ▇▇▇▇ ▇. Lin as Director of Evatech; and
(iii) passed a board resolution to appoint ▇▇. ▇▇▇▇▇▇▇▇ ▇▇ as a Representative Director and Chairman of the Board of Directors and ▇▇. ▇▇▇▇ ▇. Lin as a Representative Director.
h) Evatech having procured the resignation of the following members of the Board of Directors of Evatech as of the Closing Date:
(i) ▇▇▇▇▇▇▇ ▇▇▇▇;
(ii) ▇▇▇▇▇ ▇▇▇▇▇;
(iii) Kenich...
Conditions and Obligations. To the extent performance of any obligation of Seller under this Agreement or the satisfaction of any condition of Purchaser’s obligation to close requires the performance of AFE or any of the Subsidiaries, Seller shall cause AFE and the applicable Subsidiary, as the case may be, to perform or satisfy same.
Conditions and Obligations. A. Buyer's obligation to purchase the Vessel is conditioned upon fulfillment of the following conditions, and no others:
(i) The Vessel shall be delivered at the location in Greater Vancouver, British Columbia.
(ii) There shall exist no liens or encumbrances against the Vessel, except any created by, through or under Buyer; and Sellers shall have delivered to Buyer two (2) original executed Bills of Sale, Canada Shipping Act; Form 6.
(iii) Sellers shall provide:
(a) a certified copy of the Vessel's Abstract of Title or Registry showing no liens or encumbrances or equivalent Canadian federal shipping registration;
(b) a warranty of title executed by Sellers showing that all crew wages up to the time of Closing have been paid, there are no outstanding liens of encumbrances and that Sellers have full right and authority to convey the Vessel, and that Sellers warrant they will take any and all further action after Closing to vest good and marketable title in Buyer's name;
(c) corporate resolution authorizing Sellers to enter into the transaction contemplated herein; and
(d) all manuals, plans, schematics, original Certificate of Registry and other ship's papers.
B. Seller's obligation to sell the Vessel is subject to fulfillment of the following conditions and no others: Seller shall have received the Purchase Price in the form and process described in paragraph 2.
C. The Buyer has a copy of the estimate of work for the Vessel to be done by Allied Shipbuilders and agrees to be fully responsible for all such work and payment therefor.
D. The Sellers will be fully responsible for the payment of any and all commissions or fees or other amounts which may be payable to any broker or agent involved in the sale of the Vessel as provided herein, and shall advise the Buyer of the amount paid or payable by the Seller to such broker or agent and provide evidence of such liability and payment. The Sellers agree to indemnify and hold harmless the Buyer from and against any and all any claims, suits, proceedings, demands, actions judgements, orders, interest, payments, damages, and liens whenever and however caused or incurred and which are related directly or indirectly, incurred, sustained, or suffered by or asserted against the Buyer and/or the Vessel relating to, arising out of, resulting from or in any way connected with the payment of commissions or fees or other amounts which may be payable to any broker or agent involved in the sale of the Vessel.
Conditions and Obligations. To the extent performance of any obligation of Seller under this Agreement or the satisfaction of any condition of Purchaser’s obligation to close requires the performance of the Subsidiary, Seller shall cause the applicable Subsidiary, as the case may be, to perform or satisfy same.
Conditions and Obligations. Party A's obligations under Subarticle 10.1 and 10.2 above are conditioned upon (i) party B giving notice, which is timely under the particular circumstances, to party A's representative (specifically named in Article 12 herein), of any claim made against the party B or any claim made by the party B hereunder, provided, however, notice shall be considered timely unless party A has suffered substantive or irreparable prejudice as a result of a delay by party B in giving notice to party A in (a) the defense of such claim or (b) party A giving notice to an applicable insurer of such claim and (ii) party B giving party A the right to control and direct any investigation, defense and settlement of such claims, provided, however, party A shall not settle, compromise or resolve such claim (except if such settlement, compromise or resolution consists only of a payment of money to be made by ASC) without the prior written approval of the party B (which approval shall not be unreasonably withheld). Party B shall provide full and timely cooperation to party A in the defense or settlement of such claims.