Satisfaction of DSA Sample Clauses
Satisfaction of DSA. Developer shall furnish copies of all the preceding, together with the deliveries identified in Section 4 below, all in form and substance reasonably satisfactory to DSA.
Satisfaction of Conditions The conditions precedent set out in Section 6.1, Section 6.2 and Section 6.3 shall be conclusively deemed to have been satisfied, waived or released at the Effective Time.
Satisfaction of Conditions Precedent Each party will use commercially reasonable efforts to satisfy or cause to be satisfied all the conditions precedent that are applicable to them, and to cause the transactions contemplated by this Agreement to be consummated, and, without limiting the generality of the foregoing, to obtain all material consents and authorizations of third parties and to make filings with, and give all notices to, third parties that may be necessary or reasonably required on its part in order to effect the transactions contemplated hereby.
Satisfaction of Claims (i) All claims for indemnification by the Parent Indemnified Parties under this Article X shall be satisfied first via payment from the Escrow Fund in accordance with Section 10.3. If a Parent Indemnified Party is entitled to recover a Loss pursuant to this Article X, and either (i) the amount of Losses claimed by Parent Indemnified Parties in Officer Certificates exceeds the amount remaining in the Escrow Fund, or (ii) the Escrow Fund has been distributed to Stockholders following the Expiration Date, then, subject to the limitations set forth in this Article X, each Stockholder shall be severally, and not jointly, liable for such Stockholder’s Pro Rata Portion of such Loss, in which case such Stockholder shall make payment directly to such Parent Indemnified Party except to the extent that Parent has set aside amount of an Earnout Payment in respect of such Loss. (ii) Subject to the limitations set forth in Section 10.5, If Parent shall deliver an Officer’s Certificate specifying Losses in excess of the then available Escrow Fund (such Losses, the “Excess Losses”), Parent may set aside an amount equal to such Excess Losses from any unpaid Earnout Payment until the final resolution of the claims set forth in such Officer’s Certificate in accordance with this Article X. Upon such final resolution, Parent shall be entitled, in its sole discretion, to satisfy any such Excess Losses to which an Indemnified Party is entitled out of such retained amount (and any amount in excess of such Losses, if any, shall be paid to the Stockholders in accordance with this Agreement), with any Earnout Payment that has been earned being reduced by the amount of such Losses; provided that Parent may not reduce future Earnout Payments for such Excess Losses unless and until the amount of Losses claimed by Indemnified Parties in Officer Certificates exceeds the amount remaining in the Escrow Fund.
Satisfaction of Obligations The Borrower shall pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its obligations of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves with respect thereto have been provided on the books of the Borrower.
Satisfaction of Closing Conditions The Vendors agree to use their best efforts to ensure that the conditions set forth in Section 5.1, and the Purchaser agrees to use its best efforts to ensure that the conditions set forth in Section 5.3, are fulfilled at or prior to the Closing Time.