Conditions Contract Clauses (2,702)

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... majeure 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. 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... majeure 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. Any payments or benefits made or provided pursuant to this Agreement are subject to the Executive's: (a)compliance with the provisions of Sections 10(a), 10(b), 10(c) and 10(e) hereof; (b)delivery to the Company of an executed Agreement and General Release (the "General Release"), which shall be substantially in the form attached hereto as Appendix A (with such changes therein or additions thereto as needed under then applicable law to give effect to its intent and purpose) within the period... set forth in the General Release; and (c)delivery to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans with the General Release.If the Executive fails to return an executed General Release to the Company within such twenty-one (21) day period, or the Executive subsequently revokes such timely release, the Company shall not have any obligation to pay any amounts or benefits under Section 5 of this Agreement. The Executive shall provide the General Release in the same manner as providing written notice to the Company under Section 9 above. Exhibit 10.1 12.Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and the President of the Company or his designee. No waiver by either party hereto at any time of any breach by the other party hereto of, or of any lack of compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of Pennsylvania without regard to its conflicts of law principles. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed. The obligations of the Company and the Executive under this Agreement which by their nature may require either partial or total performance after its expiration shall survive any such expiration. View More

Conditions. Any payments or benefits made or provided pursuant to this Agreement are subject to the Executive's: (a)compliance with the provisions of Sections 10(a), 10(b), 10(c) and 10(e) hereof; (b)delivery to the Company of an executed Agreement and General Release (the "General Release"), which shall be substantially in the form attached hereto as Appendix A (with such changes therein or additions thereto as needed under then applicable law to give effect to its intent and purpose) within the period... set forth in the General Release; and (c)delivery to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans with the General Release.If the Executive fails to return an executed General Release to the Company within such twenty-one (21) day period, or the Executive subsequently revokes such timely release, the Company shall not have any obligation to pay any amounts or benefits under Section 5 of this Agreement. The Executive shall provide the General Release in the same manner as providing written notice to the Company under Section 9 above. Exhibit 10.1 12.Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and the President of the Company or his designee. No waiver by either party hereto at any time of any breach by the other party hereto of, or of any lack of compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of Pennsylvania without regard to its conflicts of law principles. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed. The obligations of the Company and the Executive under this Agreement which by their nature may require either partial or total performance after its expiration shall survive any such expiration. 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. 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

Conditions. Notwithstanding anything to the contrary in this Commitment Letter, the Fee Letter or any other agreement or other undertaking concerning the financing of the Transactions, the Commitment Parties' commitments and agreements hereunder are subject solely to the satisfaction or waiver of the conditions expressly set forth in Annex C hereto, it being understood that there are no conditions (implied or otherwise) to the commitments hereunder (including compliance with the terms of the Commitment... Letter, the Fee Letter and the Bridge Facility Documentation (as defined in Annex B)) other than those that are expressly stated in Annex C hereto to be conditions to the funding under the Bridge Facility on the Closing Date (and upon satisfaction or waiver of such conditions, the initial funding under the Bridge Facility shall occur). Notwithstanding anything in this Commitment Letter to the contrary, (a) the only representations the accuracy of which will be a condition to the availability of the Bridge Facility on the Closing Date will be (i) the representations made by or with respect to the Contributed Business in the Acquisition Agreement as are material to the interests of the Lenders and the Arrangers (in their capacities as such), but only to the extent that Icon or its affiliates have the right (taking into account any applicable cure provisions) to decline to consummate the Acquisition or to terminate Icon or its affiliates' obligations (or otherwise do not have an obligation to close) under the Acquisition Agreement as a result of a failure of such representations in the Acquisition Agreement to be true and correct (the "Acquisition Agreement Representations") and (ii) the Specified Representations (as defined below), and (b) the terms of the Bridge Facility Documentation and the Closing Deliverables (as defined in Annex C) will be such that they do not impair the availability of the Bridge Facility on the Closing Date if the conditions set forth in Annex C hereto are satisfied. As used herein, "Specified Representations" means the representations and warranties of the Borrower in the Bridge Facility Documentation relating to its corporate existence; corporate power and authorization of the Borrower to enter into the Bridge Facility Documentation; due execution and delivery by the Borrower of the Bridge Facility Documentation; no contravention (with respect to execution, delivery, performance and borrowing of loans under the Bridge Facility on the Closing Date by the Borrower) of the Bridge Facility Documentation with the organizational documents of the Borrower or any agreement or instrument evidencing debt for borrowed money of the Borrower in a committed or an outstanding aggregate principal amount in excess of $100,000,000 determined on a pro forma basis giving effect to the Transactions without giving effect to any "material adverse effect" qualification with respect to the no contravention representation set forth in the Bridge Facility Documentation; enforceability of the Bridge Facility Documentation against the Borrower; absence of default (limited to no payment or bankruptcy event of default with respect to the Borrower, and no intentional breach of the fundamental changes negative covenant by the Borrower (provided that it is understood that the transactions contemplated by the Separation Agreement and the Acquisition Agreement shall not constitute such a breach)); Federal Reserve margin regulations; Investment Company Act; solvency 3 as of the Closing Date (after giving effect to the Transactions) of the Borrower and its subsidiaries on a consolidated basis (such representation and warranty to be consistent with the solvency certificate in the form set forth in Annex C-I); the Patriot Act, and use of proceeds of the loans of the Bridge Facility not in contravention of OFAC and other applicable sanctions laws and the Foreign Corrupt Practices Act and other applicable anticorruption laws. This paragraph, and the provisions herein, shall be referred to as the "Limited Conditionality Provision". View More

Conditions. Notwithstanding anything to the contrary in this Commitment Letter, the Fee Letter or any other agreement or other undertaking concerning the financing of the Transactions, the Commitment Parties' commitments and agreements hereunder are subject solely to the satisfaction or waiver of the conditions expressly set forth in Annex C hereto, it being understood that there are no conditions (implied or otherwise) to the commitments hereunder (including compliance with the terms of the Commitment... Letter, the Fee Letter and the Bridge Facility Documentation (as defined in Annex B)) other than those that are expressly stated in Annex C hereto to be conditions to the funding under the Bridge Facility on the Closing Date (and upon satisfaction or waiver of such conditions, the initial funding under the Bridge Facility shall occur). Notwithstanding anything in this Commitment Letter to the contrary, (a) the only representations the accuracy of which will be a condition to the availability of the Bridge Facility on the Closing Date will be (i) the representations made by or with respect to the Contributed Business in the Acquisition Agreement as are material to the interests of the Lenders and the Arrangers (in their capacities as such), but only to the extent that Icon or its affiliates have the right (taking into account any applicable cure provisions) to decline to consummate the Acquisition or to terminate Icon or its affiliates' obligations (or otherwise do not have an obligation to close) under the Acquisition Agreement as a result of a failure of such representations in the Acquisition Agreement to be true and correct (the "Acquisition Agreement Representations") and (ii) the Specified Representations (as defined below), and (b) the terms of the Bridge Facility Documentation and the Closing Deliverables (as defined in Annex C) will be such that they do not impair the availability of the Bridge Facility on the Closing Date if the conditions set forth in Annex C hereto are satisfied. As used herein, "Specified Representations" means the representations and warranties of the Borrower in the Bridge Facility Documentation relating to its corporate existence; corporate power and authorization of the Borrower to enter into the Bridge Facility Documentation; due execution and delivery by the Borrower of the Bridge Facility Documentation; no contravention (with respect to execution, delivery, performance and borrowing of loans under the Bridge Facility on the Closing Date by the Borrower) of the Bridge Facility Documentation with the organizational documents of the Borrower or any agreement or instrument evidencing debt for borrowed money of the Borrower in a committed or an outstanding aggregate principal amount in excess of $100,000,000 determined on a pro forma basis giving effect to the Transactions without giving effect to any "material adverse effect" qualification with respect to the no contravention representation set forth in the Bridge Facility Documentation; enforceability of the Bridge Facility Documentation against the Borrower; absence of default (limited to no payment or bankruptcy event of default with respect to the Borrower, and no intentional breach of the fundamental changes negative covenant by the Borrower (provided that it is understood that the transactions contemplated by the Separation Agreement and the Acquisition Agreement shall not constitute such a breach)); Federal Reserve margin regulations; Investment Company Act; solvency 3 as of the Closing Date (after giving effect to the Transactions) of the Borrower and its subsidiaries on a consolidated basis (such representation and warranty to be consistent with the solvency certificate in the form set forth in Annex C-I); the Patriot Act, and use of proceeds of the loans of the Bridge Facility not in contravention of OFAC and other applicable sanctions laws and the Foreign Corrupt Practices Act and other applicable anticorruption laws. This paragraph, and the provisions herein, shall be referred to as the "Limited Conditionality Provision". View More

Conditions. When each of the following conditions has been completely satisfied as determined by the Administrative Agent in its reasonable discretion on the date of this Amendment (the "Effective Date"), the amendments to the Credit Agreement described in Section 2 of this Amendment shall be deemed to have become effective as of August 6, 2020: (a) Documents. The Administrative Agent shall have received each of the following agreements, instruments and other documents, in each case in form and substance... reasonably satisfactory to the Administrative Agent: (i) this Amendment duly executed and delivered by the Loan Parties, the Lenders and the Administrative Agent; and (ii) such other documents, agreements, instruments, certificates, opinions and other items as the Administrative Agent may reasonably request in connection with this Amendment, including the documents, agreements, instruments, certificates, opinions and other items listed on the document checklist attached hereto as Exhibit B. (b) Representations and Warranties; No Default. As of the date hereof (and, if different, also as of the Effective Date): (i) the representations and warranties contained herein, in the Amended Credit Agreement (other than with respect to the second sentence of Section 3.05(a) therein) and in each other Loan Document shall be true and correct in all material respects (both immediately before and after giving effect to consummation of the amendments and other transactions contemplated hereby), except to the extent any such representation and warranty expressly refers to an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date; provided, however, that, solely for the purposes of the representation and warranty set forth in Section 3.04(b) of the Credit Agreement, the term "Material Adverse Effect" will exclude the known and reasonably foreseeable effects, as reflected in financial statements and projections delivered to the Administrative Agent prior to the Effective Date on the Loan Parties and their Subsidiaries (including, without limitation, on the business, assets, operations or condition, financial or otherwise, thereof) of the COVID-19 epidemic, pandemic and disease; and (ii) no Default or Event of Default shall exist (after giving effect hereto and consummation of the transactions contemplated hereby). (c) Proceedings. All resolutions, consents and other corporate or limited liability company proceedings taken or to be taken in connection with the transactions contemplated hereby, and all agreements, instruments, certificates and other documents relating thereto, shall be in form and substance satisfactory to the Administrative Agent, as determined in its sole and absolute discretion, and shall be in full force and effect. (d) Fees. All reasonable, out-of-pocket expenses required to be paid to the Administrative Agent's special counsel on or prior to the Effective Date pursuant to Section 9.03 of the Amended Credit Agreement shall have been paid in full. View More

Conditions. When each of the following conditions has been completely satisfied as determined by the Administrative Agent in its reasonable discretion on the date of this Amendment (the "Effective Date"), the amendments to the Credit Agreement described in Section 2 of this Amendment shall be deemed to have become effective as of August 6, 2020: (a) Documents. The Administrative Agent shall have received each of the following agreements, instruments and other documents, in each case in form and substance... reasonably satisfactory to the Administrative Agent: (i) this Amendment duly executed and delivered by the Loan Parties, the Lenders and the Administrative Agent; and (ii) such other documents, agreements, instruments, certificates, opinions and other items as the Administrative Agent may reasonably request in connection with this Amendment, including the documents, agreements, instruments, certificates, opinions and other items listed on the document checklist attached hereto as Exhibit B. (b) Representations and Warranties; No Default. As of the date hereof (and, if different, also as of the Effective Date): (i) the representations and warranties contained herein, in the Amended Credit Agreement (other than with respect to the second sentence of Section 3.05(a) therein) and in each other Loan Document shall be true and correct in all material respects (both immediately before and after giving effect to consummation of the amendments and other transactions contemplated hereby), except to the extent any such representation and warranty expressly refers to an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date; provided, however, that, solely for the purposes of the representation and warranty set forth in Section 3.04(b) of the Credit Agreement, the term "Material Adverse Effect" will exclude the known and reasonably foreseeable effects, as reflected in financial statements and projections delivered to the Administrative Agent prior to the Effective Date on the Loan Parties and their Subsidiaries (including, without limitation, on the business, assets, operations or condition, financial or otherwise, thereof) of the COVID-19 epidemic, pandemic and disease; and (ii) no Default or Event of Default shall exist (after giving effect hereto and consummation of the transactions contemplated hereby). (c) Proceedings. All resolutions, consents and other corporate or limited liability company proceedings taken or to be taken in connection with the transactions contemplated hereby, and all agreements, instruments, certificates and other documents relating thereto, shall be in form and substance satisfactory to the Administrative Agent, as determined in its sole and absolute discretion, and shall be in full force and effect. (d) Fees. All reasonable, out-of-pocket expenses required to be paid to the Administrative Agent's special counsel on or prior to the Effective Date pursuant to Section 9.03 of the Amended Credit Agreement shall have been paid in full. View More