Conditions to Commencement Sample Clauses
The "Conditions to Commencement" clause defines the specific requirements or events that must be satisfied before a contract or project officially begins. Typically, this clause outlines prerequisites such as obtaining necessary permits, securing financing, or completing preliminary documentation. By clearly stating these conditions, the clause ensures that both parties are aware of and agree upon the essential steps that must occur before obligations under the agreement become enforceable, thereby reducing the risk of disputes and misunderstandings at the outset of the contractual relationship.
Conditions to Commencement. On the Commencement Date, the Company shall deliver irrevocable instructions to its transfer agent to electronically transfer the Commitment Shares to the Investor or its designee(s) as DWAC Shares, not later than 4:00 p.m. (New York time) on the Trading Day immediately following the Commencement Date, which Commitment Shares shall be issued pursuant to the Registration Statement and without any restriction on resale. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the Commencement Date, regardless of whether any VWAP Purchases are effected hereunder. Simultaneously with the execution and delivery of this Agreement, on the Commencement Date, the Company shall deliver to the Investor (a) the opinions and negative assurances of outside counsel to the Company, dated the Commencement Date, in the forms mutually agreed to by the parties hereto, (b) a certificate from the Company, dated the Commencement Date, in the form of Exhibit C hereto, and (c) a copy of the irrevocable instructions to the transfer agent regarding the Commitment Shares. On or prior to the Commencement Date, the Company shall have paid by wire transfer of immediately available funds to an account designated by the Investor’s counsel, the Investor Expense Reimbursement in accordance with the proviso to the first sentence of Section 9.1 of this Agreement.
Conditions to Commencement. Tenant may not commence any Tenant’s Work in the Building until each of the following conditions have been satisfied:
(a) Landlord has approved the Final Contract Drawings, a copy of which has been executed by Tenant and delivered to Landlord;
(b) All required insurance certificates as specified in this Exhibit D or in the Lease have been furnished Landlord;
(c) All building permits necessary for the commencement of Tenant Improvements have been obtained;
(d) [omitted]
(e) Tenant shall have selected a general contractor for Tenant’s Work that has been approved in writing by Landlord, which approval will not be unreasonably withheld (“Tenant’s GC”).
(f) Tenant shall have entered into a construction contract (“Contract”) with Tenant’s GC, and such Contract has been approved by Landlord, which approval will not be unreasonably withheld, conditioned or delayed; and
(g) Tenant shall have furnished Landlord the following items:
(1) A copy of the executed contract between Tenant and Tenant’s general contractor covering all of Tenant’s obligations under this Exhibit D.
(2) The names, addresses, representatives and telephone numbers of Tenant’s GC and all subcontractors hired by Tenant or Tenant’s GC, to the extent then known (“Tenant’s Contractors”).
(3) [omitted]
(4) [omitted].
(5) A specific job-site safety program, as required by the State of Washington.
Conditions to Commencement. The following shall be conditions to the issue of the Commencement Certificate:
7.1.1 the Secretary of State having received from the DBFO Co notice confirming:
Conditions to Commencement. Seller will notify Purchaser of the date when the Facility has achieved the following criteria (the "Commencement Date"), which notice will be accompanied by reasonable documentation evidencing satisfaction or occurrence of each of the following; provided, however, that Seller shall not be precluded from making third-party sales, in accordance with Section 4.5, of its percentage ownership share of Capacity and Energy from the Facility notwithstanding whether any or all of the following criteria have been met in whole or in part:
5.2.1 successful completion of required testing of the Facility has occurred for purposes of financing, project operation, air permitting, Purchaser's planning and reporting, and manufacturers' warranties, including establishment of the initial Demonstrated Capability of the Facility as contemplated in Section 4.1.2;
5.2.2 the Facility has completed four (4) successful start-ups without experiencing any abnormal operating conditions and has generated continuously for a period of not less than sixteen (16) hours while synchronized to the Grid at a net Capacity output of at least ninety percent (90%) of the Demonstrated Capability (adjusted for ambient conditions) without experiencing any abnormal operating conditions;
5.2.3 the Facility is in compliance with the Interconnection Agreement, either is capable of operation in the AGC mode or is capable of responding to manual load change instructions, has achieved initial synchronization with the Grid, and has demonstrated the reliability of its communications systems and communications with the Florida Municipal Power Pool Energy Control Center located in the OUC Pershing Operations Building (or the replacement for such control center if the Customers decide to have their generation control performed at a different location); and
5.2.4 certificates of insurance coverages and/or insurance policies required of Seller have been obtained and submitted to Purchaser as required by Section 28.
Conditions to Commencement. On or prior to the Commencement Date, the Company shall have paid by wire transfer of immediately available funds to an account designated by the Investor on or prior to the date hereof, the Investor Expense Reimbursement in accordance with the proviso to the first sentence of Section 9.1 of this Agreement, all of which Investor Expense Reimbursement shall be fully earned and non-refundable as of the Commencement Date, regardless of whether the Initial Purchase or any VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreement. On the Commencement Date, the Company shall deliver irrevocable instructions to its transfer agent to electronically issue to the Investor or its designee(s) the Commitment Shares as DWAC Shares, such that they are credited to the Investor’s or its designee’s specified Deposit/Withdrawal at Custodian (DWAC) account with DTC under its Fast Automated Securities Transfer (FAST) Program not later than 4:00 p.m. (New York City time) on the Trading Day immediately following the Commencement Date, all of which Commitment Shares shall be issued pursuant to the Registration Statement and the Prospectus and shall be freely tradable and transferable and without restriction on resale and without any stop transfer instructions maintained against the transfer thereof, pursuant to and in accordance with Section 2.6. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the Commencement Date, regardless of whether the Initial Purchase or any VWAP Purchases are effected hereunder and regardless of any subsequent termination of this Agreement. Simultaneously with the execution and delivery of this Agreement, on the Commencement Date, the Company shall deliver to the Investor: (a) a certificate from the Company, dated the Commencement Date, in the form of Exhibit C hereto; (b) a copy of the irrevocable instructions to the transfer agent regarding the issuance of the Commitment Shares to the Investor or its designee(s) as DWAC Shares pursuant to and in accordance with Section 2.6; (c) the opinions and negative assurances of outside counsel to the Company, dated the Commencement Date, in the forms mutually agreed to by the parties hereto; and (d) a customary “comfort letter” provided by the Auditor or a successor independent registered public accounting firm for the Company (as applicable), dated the Commencement Date and addressed to the Investor, in substantially the form, scope and subst...
Conditions to Commencement. No later than the CS Conditions Date the DBFO Co shall provide to the Secretary of State:
Conditions to Commencement. The Commencement Date is conditioned upon the following conditions:
(a) Permits and Licenses. Receipt by Tenant, within sixty (60) days of the Effective Date, of all permits and licenses necessary for Tenant to construct its improvements. The permits and licenses are to be validly and irrevocably granted on terms and conditions reasonably satisfactory to Tenant and no longer subject to appeal. Landlord agrees to execute any applications or other documents reasonably requested by Tenant in order to obtain the permits and licenses. Tenant will defend, indemnify and hold Landlord harmless from all claims and liabilities arising from Landlord's execution of the documents. Tenant will proceed with its best efforts to secure the permits and licenses as soon as possible following the Effective Date, at Tenant's sole cost and expense.
Conditions to Commencement. (a) Each of the parties’ respective obligations to commence performance of their obligations under the Definitive Agreements will be subject to the following conditions:
(i) the waiting period (and any extensions thereof) under the HSR Act necessary for the consummation of the Definitive Agreements shall have expired or been earlier terminated and
(ii) all Required Antitrust Approvals shall have been obtained.
(b) Notwithstanding anything to the contrary in Section 12(a) of this Letter Agreement, neither party shall be obligated to commence performance of any services pursuant to the Search and Advertising Services and Sales Agreement in (1) Taiwan, South Korea or Austria until the applicable regulatory approvals under such countries’ Antitrust Laws have approved the transactions contemplated hereby, or (2) any country in which an injunction or order under such country’s Antitrust Laws is in effect preventing the commencement of the transactions contemplated hereby in such country but only to the extent that such injunction or order limits the provision of such services and only for so long as such injunction or order remains in effect; provided, however, that nothing contained herein shall limit the parties’ respective obligations in Section 10 of this Letter Agreement and such obligations shall continue until all approvals described in clause (1) of this Section 12(b) have been obtained and for so long as any injunction or order described in clause (2) of this Section 12(b) remains in effect.
(c) Microsoft’s obligation to commence performance of its obligations under the Definitive Agreements will be subject to the following additional conditions:
(i) all representations and warranties made by Yahoo! in Section 9 of this Letter Agreement shall be true and correct as of the time immediately prior to the Commencement Date except where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, have a Material Adverse Effect with respect to Microsoft; and [*] Indicates that certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to omitted portions.
(ii) Yahoo! shall have performed its obligations required to be performed by it at or prior to the Commencement Date in connection with this Letter Agreement and the Definitive Agreements except where the failure of such performance would...
Conditions to Commencement. On the Closing Date, simultaneously with the execution of this Agreement, the Company shall issue the Commitment Note to the Investor or its designee(s). For the avoidance of doubt, the Commitment Note and all of the Note Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases, any VWAP Purchases or any Additional VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreement. On or prior to the Closing Date, the Company shall have paid by wire transfer of immediately available funds to an account designated by the Investor, the Investor Expense Reimbursement in accordance with Section 9.1, all of which Investor Expense Reimbursement shall be fully earned and non-refundable as of the Closing Date, regardless of whether any Fixed Purchases, any VWAP Purchases or any Additional VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreement. On the Commencement Date, the Company shall deliver to the Investor (a) the opinions and negative assurances of outside counsel to the Company, dated the Commencement Date, in the forms mutually agreed to by the parties hereto, (b) a certificate from the Company, dated the Commencement Date, in the form of Exhibit G hereto.
Conditions to Commencement. The Term shall not commence if either Landlord or Tenant gives a termination notice to the other under Section 3a.