Environmental. ​ or any of its Subsidiaries shall # be the subject of any proceeding or investigation pertaining to the release by ​, any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment or # violate any Environmental Law, which, in the case of an event described in the [foregoing clause (i) or (ii)])], could reasonably be expected to result in liability, individually or in the aggregate, having a Material Adverse Effect.

Environmental. Each Borrower will, and will cause each of its Subsidiaries to,

Condition Precedent. This Agreement shall be effective upon satisfaction of the following conditions precedent:

Condition Precedent. This Agreement shall become effective upon receipt by the Domestic Administrative Agent of executed counterparts of this Agreement properly executed by a Responsible Officer of each Credit Party, each Administrative Agent, each L/C Issuer, each Swing Line Lender, and each Lender.

Release Condition. Notwithstanding any other provision of this Agreement to the contrary, as a condition of the Company’s payment of the Severance Benefit, the Pro-Rata Bonus, and the Benefit Continuation, the Employee must # execute a general release agreement in favor of the Company and its affiliates in such form as is acceptable to the Company within the 60-day period following the Qualifying Termination of Employment (but prior to the payment of the Severance Benefit) and # not timely revoke the general release agreement during any revocation period ending prior to the 60-day period pursuant to the terms of the general release agreement. If the Employee fails to satisfy the release condition set forth in this Section 1(b), the Employee shall be required to repay the Company, in cash, within five (5) business days after written demand made therefor by the Company, an amount equal to the Severance Benefit, Pro-Rata Bonus, and Benefit Continuation previously received by the Employee.

The balance sheet and the related statements of income and of cash flows of the Parent Borrower for fiscal year 2020 audited by Ernst & Young, L.L.P. present fairly, in all material respects, the financial condition of the Parent Borrower and its Subsidiaries on a consolidated basis as of such date and results of their operations on a consolidated basis for the period then ended. The balance sheet and the related statements of income and of cash flows of the Parent Borrower for fiscal quarter ended March 31, 2021 present fairly, in all material respects, the financial condition of the Parent Borrower and its Subsidiaries on a consolidated basis as of such date and results of their operations on a consolidated basis for the period then ended, subject to the absence of footnotes and to normal year-end audit adjustments. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein).

Condition Precedent. Notwithstanding anything to the contrary contained in this First Amendment, Tenant and Landlord acknowledge and agree that the effectiveness of this First Amendment shall be subject to the following condition precedent (“Condition Precedent”) having been satisfied: Landlord and Omniox shall have entered into a lease amendment to the Omniox Lease on or before August 14, 2015, pursuant to which Omniox agrees to surrender the Expansion Premises and lease an alternate premises in the Building from Landlord (“Substitute Premises”), which lease amendment shall be on terms and conditions acceptable to Landlord, in Landlord’s sole and absolute discretion. (For the avoidance of any doubt, the Substitute Premises referred to in the immediately preceding sentence is the same “Omniox Premises” referred to in Section 2 of the Lease (as amended pursuant to Section 9 above)). In the event that the Condition Precedent is not satisfied, Landlord shall have the right to terminate this First Amendment upon delivery of written notice to Tenant. Landlord shall have no liability whatsoever to Tenant relating to or arising from Landlord’s inability or failure to cause the Condition Precedent to be satisfied.

Performance Condition. Subject to the following sentence, the actual number of Shares subject to this Award that will vest will be determined based upon the achievement of Company Stock Price Target(s) during the Performance Period and the satisfaction of the applicable service-based vesting conditions, all in accordance with this Exhibit A. Except as set forth in [Section 4] of this Exhibit A, in no case can more than 3,100,000 Shares become Eligible Shares (as defined below) in any calendar year during the Initial Period (such limit, the “Share Limit”). For the avoidance of doubt, following the end of the Initial Period, no Share Limit shall apply.

PUCT Condition. Notwithstanding anything to the contrary in Section 13, no amendment or modification of this Agreement shall be effective unless the process set forth in this Section 14 has been followed.

Financial Condition. [[Organization A:Organization]] has not applied for or consented to the appointment of a receiver, trustee or liquidator of itself or any of its property, admitted in writing its inability to pay its debts as they mature, made a general assignment for the benefit of creditors, been adjudicated a bankrupt or insolvent or filed a voluntary petition in bankruptcy, or a petition or an answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or an answer admitting the material allegations of a petition filed against it in any proceeding under any such law, and no action has been taken by [[Organization A:Organization]] for the purpose of effecting any of the foregoing. No order, judgment or decree has been entered by any court of competent jurisdiction approving a petition seeking reorganization of [[Organization A:Organization]] or all or a substantial part of the assets of [[Organization A:Organization]], or appointing a receiver, sequestrator, trustee or liquidator of it or any of its property.