Conditions Contract Clauses (2,702)

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... Parties shall have delivered such further documents, information, certificates, records and filings as Administrative Agent may reasonably request. View More

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... Parties shall have delivered such further documents, information, certificates, records and filings as Administrative Agent may reasonably request. 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... Agreement, 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. Notwithstanding anything to the contrary herein, the effectiveness of this Agreement shall be conditioned on (i) the Executive's satisfactory completion of reference and background checks, if so requested by the Company, and (ii) the Executive's submission of satisfactory proof of the Executive's legal authorization to work in the United States.

Conditions. This Agreement and the Executive's continued employment hereunder is conditional on the Company's satisfaction (determined in the Company's sole discretion) that the Executive has met the legal requirements to perform the Executive's role, including but not limited to satisfactory results of a background and/or credit search or any other applicable security clearance checks and criminal record checks and other reference checks that the Company performs. The Executive acknowledges and agrees... that in signing this Agreement, and providing the Company with the necessary documentation to perform the checks required for the Executive's role and with references, the Executive is providing consent to the Company or its agent, to performs such checks and contact the references the Executive provided to the Company. View More

Conditions. This Agreement and the Executive's continued employment hereunder is conditional on the Company's satisfaction (determined in the Company's sole discretion) that the Executive has met the legal requirements to perform the Executive's role, including but not limited to satisfactory results of a background and/or credit search or any other applicable security clearance checks and criminal record checks and other reference checks that the Company performs. The Executive acknowledges and agrees... that in signing this Agreement, and providing the Company with the necessary documentation to perform the checks required for the Executive's role and with references, the Executive is providing consent to the Company or its agent, to performs such checks and contact the references the Executive provided to the Company. View More

Conditions. The effectiveness of this Loan and Security Modification Agreement is conditioned upon payment of the Additional Facility Fee.

Conditions. The effectiveness of this Loan and Security Modification Agreement is conditioned upon payment of the Additional Facility Fee.

Conditions. The Severance Benefits in Section 1 are conditional upon strict compliance with Employee's obligations and covenants under the Confidentiality and Non-Compete Agreement and the Agreement, including but not limited to Section 4 (cooperation) and Section 5 Rogers Corporation Severance PlanReleasePage B-4 (return of company property). Employee understands and acknowledges that a breach of any of these obligations and covenants shall result in cessation of the Severance Benefits. All compensation... payments, whether or not part of the Severance Benefits, shall remain subject to the Rogers Corporation Compensation Recovery Policy, as amended from time to time.17. Section 409A. This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and will be interpreted in a manner intended to comply with such Section 409A and any related regulations or other pronouncements. Amounts payable under this Agreement shall be deemed not to be a "deferral of compensation" subject to Section 409A of the Code to the extent proved in the exceptions set forth in Treas. Reg. Section 1.409A-1(b)(4) ("short-term deferrals") and Treas. Reg. Section 1.409A-1(b)(9) ("separation pay plans") and other applicable provisions of Treas. Reg. Section 1.409A-1 through A-6. References under this Agreement to a termination of Employee's employment shall be deemed to refer to the date upon which Employee has experienced a "separation from service" within the meaning of Section 409A of the Code. Notwithstanding anything herein to the contrary, if any payments of money or other benefits due Employee hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by Rogers, that does not cause such an accelerated or additional tax. To the extent any reimbursements or in-kind benefits due to Employee hereunder constitute "deferred compensation" under Section 409A of the Code, any such reimbursements or in-kind benefits shall be paid to Employee in a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv). Each payment made under this Agreement shall be designated as a "separate payment" within the meaning of Section 409A of the Code. View More

Conditions. The Severance Benefits in Section 1 are conditional upon strict compliance with Employee's obligations and covenants under the Confidentiality and Non-Compete Agreement and the Agreement, including but not limited to Section 4 (cooperation) and Section 5 Rogers Corporation Severance PlanReleasePage B-4 (return of company property). Employee understands and acknowledges that a breach of any of these obligations and covenants shall result in cessation of the Severance Benefits. All compensation... payments, whether or not part of the Severance Benefits, shall remain subject to the Rogers Corporation Compensation Recovery Policy, as amended from time to time.17. Section 409A. This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and will be interpreted in a manner intended to comply with such Section 409A and any related regulations or other pronouncements. Amounts payable under this Agreement shall be deemed not to be a "deferral of compensation" subject to Section 409A of the Code to the extent proved in the exceptions set forth in Treas. Reg. Section 1.409A-1(b)(4) ("short-term deferrals") and Treas. Reg. Section 1.409A-1(b)(9) ("separation pay plans") and other applicable provisions of Treas. Reg. Section 1.409A-1 through A-6. References under this Agreement to a termination of Employee's employment shall be deemed to refer to the date upon which Employee has experienced a "separation from service" within the meaning of Section 409A of the Code. Notwithstanding anything herein to the contrary, if any payments of money or other benefits due Employee hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by Rogers, that does not cause such an accelerated or additional tax. To the extent any reimbursements or in-kind benefits due to Employee hereunder constitute "deferred compensation" under Section 409A of the Code, any such reimbursements or in-kind benefits shall be paid to Employee in a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv). Each payment made under this Agreement shall be designated as a "separate payment" within the meaning of Section 409A of the Code. View More