Conditions Clause Samples

Conditions. (a) The Company, on its own initiative, shall not change the terms and conditions of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal). (b) Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date of the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been made.

Conditions. The obligation of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of each of the following conditions: (a) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made in this Agreement shall be true and correct as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such date. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The issuance, amendment or extension of any Facility Letter of Credit is subject to the satisfaction in full of the following conditions on the Issuance Date: (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent shall have received such other approvals, opinions, or documents as either may reasonably request.

Conditions. This Agreement shall be effective on the first day (the “Forbearance Effective Date”) upon which each of the following conditions precedent shall have been satisfied: (i) the Lender shall have received a counterpart signature of the Credit Parties to this Agreement and (ii) the Credit Parties shall have received a counterpart signature of the Lender to this Agreement; (b) the Credit Parties shall have used the proceeds of the Additional Loan Installments (as defined in Section 5) to reimburse the Lender in cash in immediately available funds for $550,000 of accrued and unpaid Expenses (it being understood that all accrued and unpaid Expenses in excess of such amount shall be reimbursed by the Credit Parties pursuant to Section 7.17 of the Loan Agreement at a subsequent date); (c) the Credit Parties shall have used the proceeds of the Additional Loan Installments to pay to the Lender cash in immediately available funds equal to (i) $251,463.11 in satisfaction of the interest payment required to be made by the Borrowers on August 1, 2018 with respect to outstanding Principal (which interest accrued at the Interest Rate through July 6, 2018 and thereafter at the Default Rate), (ii) $2,775.00 in satisfaction of the interest payment required to be made by the Borrowers on August 1, 2018 with respect to accrued and unpaid Expenses (which interest accrued at the Default Rate), (iii) $27,711.91 in satisfaction of the Late Payment Charge with respect to the amounts set forth in the preceding clauses (i) and (ii) and the Expenses referred to in the preceding clause (ii), (iv) $265,343.32 in satisfaction of the interest payment required to be made by the Borrowers on September 1, 2018 with respect to outstanding Principal (which interest accrued at the Default Rate) and (v) $4,779.17 in satisfaction of the interest payment required to be made by the Borrowers on September 1, 2018 with respect to accrued and unpaid Expenses (which interest accrued at the Default Rate); (d) the Credit Parties shall have delivered to the Lender such certificates of resolutions or other action, incumbency certificates and/or other certificates of Authorized Officers of each Credit Party as Lender may require evidencing the identity, authority and capacity of each Authorized Officer thereof authorized to act as an Authorized Officer in connection with this Agreement; (e) AdCare Holdco shall have paid to Lender a non-refundable payment as additional interest, payable in-kind by increasing ...

Conditions. (a) The obligations of the Company to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment of the following conditions: (i) The representations and warranties of Executive set forth in Section 4 hereof shall be true and correct on and as of the Closing Date and a certificate certifying such shall be delivered. (ii) All proceedings to be taken by Executive in connection with the consummation of the transactions contemplated by this Agreement shall have been duly and validly taken and all necessary consents, approvals or authorizations of any governmental or regulatory authority or other third party required to be obtained by the Company or Executive shall have been obtained in form and substance reasonably satisfactory to the Company. (iv) All regulatory authorizations, approvals, including approval of the TSXV, or permits that are required for the issuance of the Conversion Shares have been obtained. (v) Before June 30, 2013, the Company shall have obtained the necessary approvals for the listing of its Common Stock on the NASDAQ Capital Market and shall have consummated a public offering of its securities as described in its Registration Statement on Form S-1, filed with the SEC on December 21, 2012. (b) The obligations of Executive to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment of the following conditions: (i) The representations and warranties of the Company set forth in Section 3 hereof shall be true and correct on and as of the Closing Date and a certificate certifying such shall be delivered. (ii) All proceedings, corporate or otherwise, to be taken by the Company in connection with the consummation of the transactions contemplated by this Agreement shall have been duly and validly taken and all necessary consents, approvals, or authorizations of any governmental or regulatory authority or other third party required to be obtained by the Company or Executive shall have been obtained in form and substance reasonably satisfactory to Executive. (iii) On or before June 30, 2013, the Company shall have obtained the necessary approvals for the listing of its Common Stock on the NASDAQ Capital Market and shall have consummated a public offering of its securities as described in its Registration Statement on Form S-1, filed with the SEC on December 21, 2012.

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. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent:

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. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent: (a) the Agent and the Lenders shall have received this Amendment and a Note properly executed by the Loan Parties; (b) all representations and warranties of the Loan Parties set forth herein and in the Loan Documents shall be true and correct in all material respects, (ii) no Event of Default or any other event which, upon the lapse of time, service of notice, or both, which would constitute an Event of Default under any of the Loan Documents, shall have occurred and be continuing, and (iii) the Loan Parties shall be in compliance with the Loan Agreement and the other Loan Documents; and the Loan Parties shall have certified the foregoing matters to the Agent and the Lenders, in the case of the preceding clauses (i) through (iii) but both before and after giving pro forma effect to the making of the Second Amendment Term Loan; (c) the Agent and the Lenders shall have received a certificate from the Loan Parties attaching (i) resolutions authorizing this Amendment and the transactions contemplated thereby, and (ii) a certificate of good standing or its equivalent from such Loan Party’s jurisdiction of incorporation or formation, as applicable, and stating that there have been no changes to the governing and organizational and incumbency information since the Agreement Date, or attaching true and accurate copies of the amended governing and organizational documents and incumbency information in effect as of the date of this Amendment; (d) the Agent and the Lenders shall have received (i) all other documents, information and reports required or requested to be executed and/or delivered by the Loan Parties under any provision of this Amendment or any other Loan Documents, and (ii) payment of all reasonable fees and expenses (including the closing fee and the reimbursement of all other reasonable out-of-pocket fees and expenses of the Agent and the Lenders); and (e) in addition to the amounts set forth in Section 4(d) above, the Borrower shall have paid to the Agent, for its own account, on or prior to the date hereof a fee in the amount of $2,500 in connection with the amendments contemplated herein.