Conditions Clause Samples
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Conditions. The Limited Damage Waiver Program has certain conditions. Covered Damage does not include, and the Covered Guest remains liable for, the following: • Damages caused by Intentional Acts of a Covered Guest • Damages caused by gross negligence or willful and wanton conduct. • Any damage that the Covered Guest does not report to iTrip staff in writing by the time the Covered Guest checks out of the unit. • Damage from theft without a valid police report. • Damage caused by any pet or other animals brought onto the premises by any Guests, whether or not the property is "pet friendly". • Damage or loss of any property owned by or brought onto the premises by a Covered Guests or invitee of Covered Guest. • Property Damage resulting from any motorized vehicle or watercraft operated by a Covered Guest. • Damaged Caused by any forbidden items or property usage including but not limited to BBQ Grills, Candles, Cigarettes, etc.
Conditions. In addition to being subject to the satisfaction of the conditions contained in Sections 5.1 and 5.2, the obligation of an Issuing Bank to issue any Letter of Credit is subject to the satisfaction in full of the following conditions:
(A) the Borrower shall have delivered to the applicable Issuing Bank (at such times and in such manner as such Issuing Bank may reasonably prescribe) and the Administrative Agent, a request for issuance of such Letter of Credit in substantially the form of Exhibit C hereto (each such request a “Request For Letter of Credit”), duly executed applications for such Letter of Credit, and such other documents, instructions and agreements as may be required pursuant to the terms thereof (all such applications, documents, instructions, and agreements being referred to herein as the “L/C Documents”), and the proposed Letter of Credit shall be reasonably satisfactory to such Issuing Bank as to form and content; and
(B) as of the date of issuance no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain the applicable Issuing Bank from issuing such Letter of Credit and no law, rule or regulation applicable to such Issuing Bank and no request or directive (whether or not having the force of law) from a Governmental Authority with jurisdiction over such Issuing Bank shall prohibit or request that such Issuing Bank refrain from the issuance of Letters of Credit generally or the issuance of that Letter of Credit; and
(C) in the case of LaSalle acting in its capacity as Issuing Bank, the Borrower shall have duly executed and delivered to LaSalle the L/C Master Agreement and the Borrower shall be in compliance therewith; provided that in the event that the terms and conditions of the L/C Master Agreement (or any similar agreement entered into with any other Issuing Bank) shall conflict with the terms and conditions of this Agreement, the terms and conditions of this Agreement shall govern and control to the extent of such conflict.
Conditions. The effectiveness of the amendments to the Original Agreement effected by this Agreement is subject to the fulfillment, to the reasonable satisfaction of Lender, of each of the conditions precedent set forth below:
(a) the Effective Date shall have occurred;
(b) immediately before, as of and immediately following the Effective Date and after giving effect to this Amendment and the Transactions contemplated to occur at or prior to the Effective Date, no Default or Event of Default shall have occurred and be continuing (or will result therefrom);
(c) Lender shall have received a copy, certified as true and correct by an Authorized Person, of an amendment and restatement of that certain Term Loan Agreement dated as of February 12, 2009 by and among Borrower, the guarantors thereto and Mayflower L.P., in form and substance reasonably satisfactory to Lender;
(d) Lender shall have received a copy, certified as true and correct by an Authorized Person, of a consent given by Mayflower L.P. with respect to this Agreement, in form and substance reasonably satisfactory to Lender;
(e) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the Effective Date (except to the extent that such representations and warranties relate solely to an earlier date);
(f) Borrower shall have paid all expenses incurred by Lender in connection with the execution and delivery of this Agreement, including the fees and expenses of counsel to Lender; and
(g) all other documents and legal matters in connection with the Transactions contemplated to occur at or prior to the Effective Date shall have been delivered, executed or recorded and shall be in form and substance reasonably satisfactory to Lender. Borrower shall provide a certificate by an Authorized Person certifying that all conditions precedent set forth above have been fulfilled. Promptly following receipt of such certificate the Lender shall confirm in writing that, in reliance on such certification, all conditions precedent set forth above have been fulfilled to its satisfaction, unless it has reason not to so confirm, in which case Lender shall communicate to the Borrower the reason for its inability to confirm satisfaction of such conditions precedent..
Conditions. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent:
Conditions. With respect to any Incremental Term Loan Commitments, such Incremental Term Loan Commitment shall become effective, as of such Term Loan Increase Effective Date; provided that:
(i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Term Joinder);
(ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except to (A) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries);
(iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Term Loan Increase Effective Date (except as otherwise set forth in the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and
(iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction.
Conditions. 3.1 The obligations of the Parties to complete the issuance and subscription of the First Subscription Shares pursuant to this Agreement shall be conditional upon the satisfaction or, if applicable, waiver of the following conditions:
3.1.1 there not having occurred at any time before First Completion, any event or circumstance which renders any of the TM Home Warranties untrue, inaccurate or misleading in any material respect;
3.1.2 there not having occurred at any time before First Completion, any event or circumstance which renders any of the Alibaba Warranties untrue, inaccurate or misleading in any material respect;
3.1.3 there not having occurred at any time before First Completion, any event or circumstance which renders any of the E-House Warranties untrue, inaccurate or misleading in any material respect;
3.1.4 E-House having obtained the consent and waiver from holders of the Old Notes for, among other things, the transactions contemplated herein and the Restructuring;
3.1.5 each of the Cooperation Agreements having been terminated;
3.1.6 all the authorisations, approvals, consents, waivers and permits of, and filings with, Government Entities which are necessary for the entry into this Agreement and/or the performance of the obligations hereunder or otherwise to give effect to the transactions contemplated hereunder as required by Applicable Laws having been granted, received, obtained and completed;
3.1.7 there not being in effect any Applicable Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement; and
3.1.8 E-House paying Alibaba Investment, on the First Completion Date, an amount of US$1,275,000 (the “Incentive Fee”) in consideration for Alibaba Investment electing not to subscribe for additional shares in TM Home pursuant to Clauses
2.1 and 2.2.
3.2 The obligations of the Parties to complete the issuance and subscription of the Second Subscription Shares pursuant to this Agreement shall be conditional upon the satisfaction or, if applicable, waiver of the following conditions:
3.2.1 there not having occurred at any time before Second Completion, any event or circumstance which renders any of the TM Home Warranties untrue, inaccurate or misleading in any material respect;
3.2.2 there not having occurred at any time before Second Completion, any event or circumstance which renders any of the Alibaba Warranties untrue, inaccurate or misleading in any mat...
Conditions. The Association of Unions and the Employer agree that regulations made pursuant to the Workers Compensation Act or any other statute of the Province of British Columbia pertaining to the working environment, will be fully complied with. First aid kits will be supplied in accordance with this section.
Conditions. To the extent that Contractor has received an award for Lot 4, Implementation Services, the following terms and conditions apply to Lot 4, Implementation Services.
Conditions. For purposes of determining compliance with the conditions specified in Section 3, each Lender that has signed this Amendment 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 a Lender unless Agent shall have received notice from such Lender prior to the Amendment Effective Date specifying its objection thereto.
Conditions. This Amendment shall become effective on the date on which the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “Amendment Effective Date”):
(a) The Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by the Credit Parties, the Administrative Agent, the Supermajority Lenders, each Incremental Lender and the Swingline Lender.
(b) All fees required to be paid to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid.
(c) Each of the representations and warranties made by the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).
(d) No Default or Event of Default shall exist on the Amendment Effective Date.
(e) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer of the Company and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date.
(f) The Administrative Agent shall have received from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C., special New York counsel to the Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request.
(g) The Administrative Agent shall have re...