Preconditions Clause Samples
The Preconditions clause sets out specific requirements or conditions that must be satisfied before certain obligations or actions under the contract become enforceable. Typically, this clause details what must occur, such as obtaining regulatory approvals, securing financing, or completing due diligence, before a party is required to perform. By clearly outlining these prerequisites, the clause helps prevent disputes by ensuring that all parties understand when their duties commence and protects parties from being bound to perform before essential conditions are met.
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Preconditions. Any other provision of this Agreement notwithstanding, Subsections (b) and (c) below shall not apply unless Executive:
(i) Has executed (or, with respect to Section 5(d), the executor or his estate has executed) a general release of all claims Executive (or his executor or estate) may have against the Company or persons affiliated with the Company (substantially in the form attached hereto as Exhibit A) (the “Release”);
(ii) Complies with Executive’s obligations under Section 7 of this Agreement;
(iii) Has returned all property of the Company in Executive’s possession; and
(iv) If requested by the Board, has resigned as a member of the Board and as a member of the boards of directors of all subsidiaries of the Company, to the extent applicable. Executive must execute and return the Release within the period of time set forth in the Release (the “Release Deadline”). The Release Deadline will in no event be later than 50 days after Executive’s Separation. If Executive fails to return the Release on or before the Release Deadline or if Executive revokes the Release, then Executive will not be entitled to the benefits described in this Section 6.
Preconditions. The payment of any amounts due under this Section 10, if applicable, shall be subject to and conditioned upon prior receipt by the Corporation of a separation agreement containing a valid waiver and release by Executive, in a form provided by the Corporation, of any and all claims Executive may have against the Corporation, the Bank and their Affiliates, or their then current or former officers, directors, or employees. Further, Executive must reaffirm and abide by the restrictions contained in this Agreement which survive termination of employment.
Preconditions. Any other provision of this Agreement notwithstanding, the remaining Subsections of this Section 9 shall not apply unless each of the following requirements is satisfied:
(i) You have executed a general release of all known and unknown claims that you may then have against the Company or persons affiliated with the Company in a form prescribed by the Company, without alterations. You shall execute and return the release on or before the date specified by the Company in the prescribed form (the “Release Deadline”). The Release Deadline shall in no event be later than sixty (60) days after your termination of employment. If the 60 day period described in the prior sentence spans two calendar years, then the payments will begin on the first payroll period, following expiration of the revocation period, in the second calendar year. If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you shall not be entitled to the benefits described in this Section 9; and
(ii) You have returned all property of the Company in your possession.
Preconditions. The Lender shall provide the loan hereunder only after:
1. The bank account, i.e., basic bank account, has been established by the Borrower at the Lender;
2. The Borrower has provided the related instruments and fulfilled the appropriate formalities as required by the Lender;
3. The Borrower has acquired all approvals, registrations and fulfilled all other formalities necessary for the loan hereunder if the same is related to the foreign currency; and
4. The guarantees or assurances required for the loan hereunder have been fulfilled and effective pursuant to the related requirements of laws, in addition, the surety agreement necessary for the loan hereunder, if any, has been concluded and come into effect.
Preconditions. Any other provision of this Agreement notwithstanding, the remaining Subsections of this Section 6 shall not apply unless each of the following requirements is satisfied:
(i) The Executive has executed a general release of all known and unknown claims that the Executive may then have against the Company or persons affiliated with the Company in a form prescribed by the Company, without alterations. The Executive shall execute and return the release on or before the date specified by the Company in the prescribed form (the “Release Deadline”). The Release Deadline shall in no event be later than 50 days after the Executive’s Separation. If the Executive fails to return the release on or before the Release Deadline, or if the Executive revokes the release, then the Executive shall not be entitled to the benefits described in this Section 6.
(ii) The Executive has returned all property of the Company in the Executive’s possession.
Preconditions. Any defense or remedies under this Section 14 are subject to Customer giving Siemens:
a. prompt written notice of the Infringement Claim;
b. all requested information (including information about Customer’s use of the Offering) and reasonable assistance related to the Infringement Claim; and
c. sole authority to defend or settle the Infringement Claim.
Preconditions. Any other provision of this Agreement notwithstanding, this Section 1 shall apply only if:
(i) Either (A) the Company terminates the Employee’s employment for any reason other than Cause or (B) the Employee resigns for Good Reason within one hundred eighty (180) days after the event that constitutes Good Reason;
(ii) Section 2 does not apply;
(iii) The Employee has executed a general release of all claims (in a reasonable form prescribed by the Company);
(iv) The Employee has returned all property of the Company in the Employee’s possession; and
(v) The Employee, if requested by the Company’s Board of Directors (the “Board”), has resigned as a member of the Board and as a member of the Boards of Directors of all subsidiaries of the Company (to the extent applicable).
Preconditions. As a precondition to the effectiveness of any of the modifications, consents, or waivers contained herein, the Borrower agrees to:
(A) provide the Agent with this Agreement, properly executed;
(B) pay to the Agent an amendment fee in the amount of $5,000; and
(C) pay, promptly upon presentation of an invoice therefor, all other fees and costs incurred by the Lenders in entering into this Agreement, including, but not limited to, all reasonable legal fees incurred by the Agent.
Preconditions. The Loan can be drawn when the Bank has received this Agreement signed by the Customer, and is satisfied with: the authority to sign this Agreement. all security and any related insurance. the documents and information needed to comply with its account opening and customer identity requirements.
Preconditions. Any defense or remedies under this Section 24 are subject to Customer giving Innomotics:
a. prompt written notice of the Infringement Claim;
b. all requested information (including information about Customer’s use of the Offerings) and reasonable
c. sole authority to defend or settle the Infringement Claim.