Applicable Conditions Precedent Clause Samples
The "Applicable Conditions Precedent" clause defines the specific requirements or events that must be satisfied before a party is obligated to perform its contractual duties. In practice, this may include obtaining regulatory approvals, securing financing, or delivering certain documents before the contract becomes effective or a transaction closes. By clearly outlining these prerequisites, the clause ensures that both parties understand what must occur before their obligations are triggered, thereby reducing uncertainty and mitigating the risk of premature or unenforceable performance.
Applicable Conditions Precedent. Each of the conditions contained in Sections 6.2.1, 6.2.5, 6.2.10, 6.2.11, 6.2.12, 6.2.13, 6.2.14, 6.2.15, 6.2.16, 6.2.21, 6.2.25, 6.2.26, 6.2.28, 6.2.29 and 6.2.31.
Applicable Conditions Precedent. To the extent applicable, each of the conditions contained in Sections 6.2.1, 6.2.4, 6.2.8, 6.2.9 (other than with respect to the Eligibility Representations), 6.2.15, 6.2.16, 6.2.17, 6.2.18, 6.2.19, 6.2.20, 6.2.21, 6.2.22, 6.2.23, 6.2.24, and 6.2.26; provided, that (a) the Credit Date Certificate required to be delivered pursuant to Section 6.2.1 shall be delivered no later than three (3) Business Days prior to such date and (b) each Borrowing Base Certificate required to be delivered pursuant to Section 6.2.15 shall be delivered (x) in the case of an Approved Subsequent Credit Date on any Payment Date, in accordance with Section 8.1.1 as it relates to Payment Date Borrowing Base Certificates, and (y) in the case of an Approved Subsequent Credit Date on any day other than a Payment Date, in accordance with Section 6.2.15.
Applicable Conditions Precedent. (a) The obligation of each Party to consummate the Transaction is subject, prior to Closing, to the satisfaction or waiver by such Party of all the following conditions precedent (the “Mutual Conditions Precedent”):
(i) No action, suit or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any state (whether in Peru or any other country), provincial, local or foreign jurisdiction or before any arbitrator wherein an unfavorable judgment, decree, injunction, order or ruling would prevent the performance of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated hereby, cause such transactions to be rescinded or materially or adversely affect the right of the Purchaser to acquire, own or operate the Company, the Business or the Water Plant, or to be assigned, conveyed and transferred the Assignment, and no judgment, decree, injunction, order or ruling shall have been entered that has any of the foregoing effects.
(b) The obligation of the Purchaser to consummate the Transaction is subject, prior to Closing, to the satisfaction or waiver by the Purchaser of all the following conditions precedent (the “Purchaser Conditions Precedent”):
(i) The representations and warranties of the Sellers contained in this Agreement shall have been true and correct on the Signing Date and shall be true and correct as of the Closing Date, except to the extent that any representation or warranty is limited by its terms to a specific date or range of dates (in which case such representation and warranty need only be true, correct and complete on the date or during the range of dates so specified).
(ii) The Sellers shall have performed and complied in all material respects with each of the covenants and obligations under the Agreement required to be performed and complied with by such parties as of the Closing.
(iii) Since the date hereof and until the Closing, there shall not have occurred any change, effect, event, occurrence, development or state of facts that, individually or in the aggregate with all such other events or conditions, has had or would reasonably be expected to have a Company Material Adverse Effect or a Sellers’ Material Adverse Effect.
(iv) Vale shall have consented to the assignment of the Vale Corporate Guarantee in favor of the Purchaser (or its designee) on terms and conditions acceptable to the Purchaser in its sole and absolute discretion.
(v) The Pu...