Conditions Contract Clauses (774)

Conditions. The effectiveness of this Agreement is subject to the following conditions, each in form and substance satisfactory to Administrative Agent: (a) Administrative Agent shall have received a fully executed copy of this Agreement; (a) Loan Parties shall have paid all fees, costs and expenses associated with the Agreement; (a) no Default or Event of Default shall have occurred and be continuing as of the date hereof under this Agreement, the Credit Agreement or any other Loan Document; and (a) Loan P...arties shall have delivered such further documents, information, certificates, records and filings as Administrative Agent may reasonably request. View More

Conditions. (a) Unless waived by Purchaser, the obligations of Purchaser under this Agreement are expressly made subject to the fulfillment in all respects of the following conditions precedent: (i) the truth and accuracy in all material respects as of the date of Closing of each and every warranty and representation herein made by Seller; and (ii) Seller's timely performance of and compliance in all material respects with each and every term, condition, agreement, restriction and obligation to be performed... and complied with by Seller under this Agreement. In the event any of the above conditions is not satisfied on or before the Closing, Purchaser will have the right, exercisable at Purchaser's sole election, to exercise the remedies described in Section 12(b). (b) Unless waived by Seller, the obligations of Seller under this Agreement are expressly made subject to the fulfillment in all respects of the following conditions precedent: (i) the truth and accuracy in all material respects as of the date of Closing of each and every warranty and representation herein made by Purchaser; and (ii) Purchaser's timely performance of and compliance in all material respects with each and every term, condition, agreement, restriction and obligation to be performed and complied with by Purchaser under this Agreement. In the event any of the above conditions is not satisfied on or before the Closing, Seller will have the right, exercisable at Seller's sole election, to exercise the remedies described in Section 12(a). View More

Conditions. The effectiveness of this Amendment is subject to the following conditions: (a) the execution and delivery of this Amendment by the Borrower, Agent, and each of the Lenders; (b) after giving effect to this Amendment, the representations and warranties set forth herein shall be true and correct and no Default or Event of Default shall exist and be continuing; (c) Borrower shall have delivered to the Agent evidence satisfactory to it in its sole discretion that the Specified Equity Issuance will b...e consummated contemporaneously with this Amendment; (d) Borrower shall have delivered to the Agent true, correct and complete executed copies of all material documentation related to the Specified Equity Issuance, which is attached hereto as Exhibit B; (e) (x) Borrower shall have entered into a consent agreement with the Revolving Agent in form and substance reasonably satisfactory to the Agent in its discretion, a true correct and complete copy of which shall be provided to the Agent promptly upon execution thereof; and (f) Borrower shall have paid all fees, costs and expenses of the Agent and Lenders in connection with this Amendment, including, without limitation, reasonable fees, costs and expenses of the Agent's and Lenders' counsel. View More

Conditions. The effectiveness of this Amendment is conditioned upon the Bank's receipt of the following items, in form and content acceptable to the Bank: 4.1 A fully executed counterpart of this Amendment from the Borrower and each guarantor and/or collateral pledgor (collectively, a "Credit Support Provider") in form satisfactory to the Bank. 4.2 If the Borrower or any Credit Support Provider is anything other than a natural person, evidence that the execution, delivery and performance by the Borrower and.../or such Credit Support Provider of this Amendment and any instrument or agreement required under this Amendment have been duly authorized. 4.3 Resolutions to Obtain Credit executed by Resources Connection, Inc. 4.4 Certificate of Limited Liability Company executed by Resources Connection LLC. View More

Conditions. If credited, the units will be subject to the provisions of this Agreement, and to such regulations and requirements as the administrative authority of the Program may establish from time to time. The units will be credited to Grantee only on the condition that Grantee accepts such provisions, regulations, and requirements.

Conditions. The Borrower acknowledges the Holder's participation in respect to this Note is on a conditions permitting basis. In the event that the transaction risk profile substantially changes, market pricing or implied volatility substantially change, due diligence raises concerns or any other conditions material to the funding of this Note, the Holder reserves the right to terminate the Note at any time before delivering the cash consideration to Borrower, as described herein.

Conditions. The effectiveness of this Forbearance Extension is conditioned upon each of: (a) Execution and Delivery. Borrower shall have duly executed and delivered to PFG a counterpart of this Forbearance Extension. (b) Payment of PFG Expenses. Borrower shall have paid upon demand all PFG expenses (including all reasonable attorneys' fees and expenses) incurred in connection with this Forbearance Extension. (c) Update to Representations. Within twenty (20) Business Days from the Forbearance Extension Effec...tive Date, Borrower shall have delivered an update to the Representations, to the extent required under Section 6 of the Schedule. (d) Issuance of Expiring Forbearance Warrant. Promptly following (and conditional upon) an initial closing of the Notified Financing, Borrower shall have issued the Forbearance Warrant to PFG. (e) Issuance of Stock under Warrant Cancelation Agreement. Promptly following (and conditional upon) an initial closing of the Notified Financing, Borrower shall have issued to PFG and its designees the stock to be issued under the Warrant Cancelation Agreement. (f) Issuance of Forbearance Extension Warrant. Promptly following (and conditional upon) an initial closing of the Notified Financing, Borrower shall have issued the Forbearance Extension Warrant to PFG. (g) Issuance of Forbearance Extension Stock. Promptly following (and conditional upon) an initial closing of the Notified Financing, Borrower shall have issued the Forbearance Extension Stock to PFG and its designees. View More

Conditions. This Agreement will not take effect, and Consultant will have no obligation to provide any service whatsoever, unless and until the Company sends a signed copy of this Agreement to Consultant (either by mail, email or facsimile copy). The Company shall be truthful with Consultant in regard to any relevant material regarding the Company, verbally or otherwise, or this entire Agreement will terminate and all consideration paid shall be forfeited without further notice. Upon execution of this Agree...ment, the Company agrees to cooperate with Consultant in carrying out the purposes of this Agreement, keep Consultant informed of any developments of importance pertaining to the Company's business and abide by this Agreement in its entirety. View More

Conditions. This SLA provides Customer's sole and exclusive remedies for any service interruptions, deficiencies or failures of any kind. The parties agree that the Service Credits constitute liquidated damages. No Service Credits shall be issued for Exempted Occurrences. "Exempted Occurrence" means any occurrence which impacts a service that is caused by: (i) any suspension of service pursuant to the Agreement; (ii) mutually scheduled or emergency maintenance, alteration or implementation; (iii) force maje...ure events; (iv) the unavailability of necessary Customer Representatives, including as a result of failure to provide Switch with accurate, current contact information; (v) the acts or omissions of Customer or any Customer Representative; or (vi) failure or malfunction of equipment, applications or systems not owned or controlled by Switch. All performance measurements for the determination of Service Credits are based upon Switch's records. The parties acknowledge and agree that Switch manages traffic on the Switch Network on the basis of its customers' utilization of the Switch Network and that changes in such utilization impact Switch's ability to manage network traffic. Therefore, notwithstanding any provision to the contrary herein or in the Agreement, if Customer significantly changes its utilization of the Switch Network and such change creates a material and adverse effect on the traffic balance of the Switch Network, Switch may either modify the Service Credits that may have otherwise accrued or modify Switch's provision of the affected services. Customer must request any credit due hereunder within 90 days after the date on which the credit accrues. Customer waives any right to credits not requested within this 90 day period. Customer will not be eligible to accrue any otherwise applicable Service Credits while Customer is: (i) past due on MRC or other amounts owed under the Agreement or (ii) in violation of an AUP. In no event shall Service Credits exceed 100% of the MRC for the affected service(s) during the calendar month in which the Service Credits accrue. View More

Conditions. 4.1. Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the fulfillment, to the satisfaction of, or waiver by, the Agent and the Required Lenders of each of the conditions precedent set forth in Section 1 of Exhibit B. 4.2. [Intentionally Omitted]. 4.3. Conditions Precedent to any Subsequent Advance. The obligation of the Lenders to make any Subsequent Advance provided for hereunder is subject to the fulfillment, to the satisfaction of,... or waiver by, the Agent and the Lenders with Subsequent Advance Commitments, of each of the conditions precedent in Section 2 of Exhibit B. 4.4. Conditions Precedent to all Advances. The obligations of the Lenders to make any Advances (other than Protective Advances) hereunder (or to extend any other credit hereunder (other than Protective Advances)) at any time shall be subject to the fulfillment, to the satisfaction of, or waiver by, the Agent and the Required Lenders, of the following additional conditions precedent: (a) the representations and warranties of Borrower and each other Loan Party or its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such Advance, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall continue to be true and correct as of such earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof; and (c) after giving effect to the making of such (i) Advance, the aggregate amount of all Advances made (including the Existing Obligations) hereunder shall not exceed the Maximum Amount and (ii) Subsequent Advance, the aggregate amount of all Subsequent Advances made hereunder shall not exceed the Subsequent Advance Amount. Any request for an Advance and/or a Subsequent Advance Commitment shall be deemed to be a representation by Borrower and each other Loan Party that the statements set forth in this Section 4.4 are correct as of the time of such request. For purposes of determining compliance with the conditions specified in this Section 4.4, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Agent responsible for the transactions contemplated by the Loan 15 Documents shall have received written notice from such Lender prior to the requested date for such Advances specifying its objection thereto and such Lender shall not have made available to the Agent such Lender's ratable portion of the applicable Advance. View More