Conditions of Performance Sample Clauses
The Conditions of Performance clause sets out the specific requirements and standards that must be met by a party when fulfilling their contractual obligations. It typically details the quality, timing, and manner in which services or goods are to be delivered, and may include benchmarks, milestones, or compliance with certain regulations. By clearly defining these expectations, the clause helps ensure that both parties understand what constitutes satisfactory performance, thereby reducing the risk of disputes and providing a basis for evaluating whether contractual duties have been properly fulfilled.
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Conditions of Performance. Performance of the Parties is contingent upon all of the following having occurred, unless such condition is waived, extended or modified by agreement, in writing, signed by an officer of each Party hereto:
A. all required approvals of both Company's and Cooperative's Board of Directors; and
B. approval of this Territorial Agreement by the Commission, which shall, at a minimum, consist of an order (i) approving this Agreement and (ii) a finding that this Agreement does not impair Company’s certificates of convenience and necessity, except as specifically limited by this Agreement.
Conditions of Performance. The obligations of Enesco and PMI to effect the Transition on the Transition Date are subject to fulfillment (or waiver in writing where permissible) prior to the Transition Date that there shall not: (a) be in effect any law or order which makes illegal or enjoins or prevents in any respect the consummation of the transactions contemplated by this Agreement, (b) have been commenced, or threatened in writing, any action or proceeding by any governmental or regulatory authority which seeks to prevent or enjoin in any respect the transactions contemplated by this Agreement which Enesco or PMI, as the case may be, in good faith believes to be material, or (c) have been commenced, or threatened in writing, any action or proceeding by any other person which seeks to prevent or enjoin in any material respect the transactions contemplated by this Agreement and which in the opinion of counsel to Enesco or PMI, as the case may be, is reasonably likely to result in the issuance of such an injunction. In addition, the obligation of PMI to effect the Transition on the Transition Date is subject to there not having occurred any Bad Faith Event. As used herein, a "Bad Faith Event" shall be the willful misconduct of Enesco in violating the provisions of Section 3.2 which willful misconduct is the proximate cause of a material adverse change in the Business. For the avoidance of doubt, a material adverse change in the Business will not be deemed to be a Bad Faith Event if such material adverse change is the result, to a material degree, of general economic conditions or changes affecting the industry generally in which such entity operates.
Conditions of Performance. The Employer shall provide the Employee with the necessary resources and leadership to perform in terms of this agreement. Resource requirements should be outlined in the Work Plans of individual Employees.
Conditions of Performance. The obligations of each of Developer, the City, and PRF with respect to proceeding with the AT Closing and, in the case of PRF, the payment of the Acquisition Property Price, shall be subject to the satisfaction, or waiver in writing, of the following:
(a) each of Developer, the City, and PRF, exercising commercially reasonable discretion, shall have approved the terms and conditions of: (i) the sale and assignment of the Payment Rights; and (ii) the AT Documents to which each is a party;
(b) each of Developer, the City, and PRF, exercising commercially reasonable discretion, shall have determined that each of the other parties and the Payment Rights Purchaser are prepared to execute the AT Documents at the AT Closing;
(c) there shall be no breach of this Contract by a party that such party has failed to cure within the Cure Period;
(d) all of the representations and warranties set forth in Section 5 shall be true and accurate in all respects; and
(e) Special Tax Counsel shall have delivered an opinion stating that the IP Interest Amount is excludable from federal income taxes.
Conditions of Performance. The Society will provide adequate facilities for the health, safety, comfort and convenience of the player (including suitable seating, lighting and room temperature) in any location in which the player performs. Additionally, the Society shall provide a temperature of at least 20 degrees Celsius and no more than 27 degrees Celsius on all orchestral services. The Players’ Committee may, on behalf of the players, decline to play should the temperature be less than 20 degrees Celsius or more than 27 degrees Celsius following consultation with the Management Representative. A humidifier shall be provided when on-site instrument storage is provided.
Conditions of Performance. Conditions of Performance [a] BII's and Magellan's Conditions[a] BII's and Magellan's Conditions. The ------------------------------- ------------------------------- obligation of BII and Magellan to consummate this Agreement is subject to the satisfaction at the Closing, or waiver by BII and Magellan in writing, of each of the following conditions:
(i) BII shall have received the agreement of the employees of Digital identified on Schedule 7(a)(i) that said employees will accept employment with BII under mutually acceptable terms and conditions;
(ii) At the Closing date, no governmental agency or body, or other person or entity, shall have instituted or threatened any action to restrain or prohibit any of the transactions contemplated by this Agreement;
(iii) The representations and warranties of Digital contained in this Agreement or in any certificate or document delivered to BII and Magellan pursuant hereto shall be deemed to have been made again at the Closing and shall then be true in all material respects; Digital shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with in all material respects by Digital prior to or at the Closing; Digital shall not be in default under any of the provisions of this Agreement; and BII and Magellan shall have been furnished with one or more closing certificates of Digital dated as of the Closing date, in substantially the form of Schedule 7(a)(iii) certifying (A) to the fulfillment of the conditions set forth in this Subsection 7(a)(iii) and the due performance of such covenants and agreements, (B) that no material adverse change has occurred in Digital's Business, affairs, operations, properties, assets or condition since the date of the last financial statements provided to BII and Magellan, (C) that the representations and warranties set forth in this Agreement are true and correct as of the Closing, and (D) that Digital is not a party to any litigation or has knowledge of any claim, brought or threatened, seeking to recover damages or to prevent Digital from continuing to use Digital assets or to conduct Business in the manner as the same were used or conducted prior thereto, and which litigation or claim is likely to result in any judgment, order, decree or settlement which will materially and adversely affect the financial condition or Business of Digital; (iv) BII and Magellan shall have received bills of sale and such other instruments of...
Conditions of Performance. 2.1 The Supplier is bound to secure providing of the following Translation & Interpreting services with the professional care:
2.2 The Contracting Parties have agreed that translation services shall be provided in the following extent: , in the following location: and in the following date: .
Conditions of Performance. The Department will make payments of the Cashflow Loan pursuant to the Note after this Agreement has been fully executed, and after the Department receives an authorizing resolution from the Locality that, in the Department’s reasonable determination, materially comports with the Program Requirements.
Conditions of Performance. For purposes of this Contract, the term “Due Diligence Period” shall mean the date which is 30 days after the ROFR Expiration Date (as defined below). Within 15 days after the Effective Date, Seller shall provide Purchaser with copies of all of the following items relating to the Property to the extent that such items are in Seller’s possession: any and all Leases, Contracts, Plans, title insurance policies (including exception documents), surveys, easements, restrictions, drainage and retention agreements, environmental and engineering reports, property condition reports, rent rolls, management and service contracts, any other investigations pertaining to the environmental or physical condition of the Property or any portion thereof, and any and all other documents and agreements relating to the use and development of the Property (collectively, the “Due Diligence Materials”). Purchaser’s obligations under this Contract are subject to the timely and complete satisfaction of each of the following conditions, unless waived in writing by Purchaser.
Conditions of Performance. The Commission shall have from the Effective Date of this Agreement until the earlier of (i) the date upon which the Commission gives Donor written notice of the Closing as provided for in Section 2 or (ii) a period of ninety (90) days from the Effective Date (the “Due Diligence Period”) to perform and complete its due diligence of the Real Estate. The Commission’s obligations under this Agreement shall be contingent upon the timely and complete satisfaction, in the Commission’s sole discretion, of the following conditions, unless such conditions are waived in writing by the Commission: