Conditions Clause Samples

Conditions. (a) The obligation of the Investor to consummate the Closing shall be subject to the condition that all representations and warranties and other statements of the Company shall be true and correct as of the date of this Agreement and the date of the Closing (except those representations and warranties that by their terms speak specifically as of the date of this Agreement or some other date shall be true and correct as of such date), except for such failures to be so true and correct (without giving effect to any qualification as to materiality or Material Adverse Effect contained therein) as would not have, individually in the aggregate, a Material Adverse Effect; the condition that the Company shall have performed in all material respects all of its obligations hereunder theretofore to be performed (without giving effect to any qualification as to materiality or Material Adverse Effect contained therein); and the condition that since the date hereof no Material Adverse Effect shall have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect to the transactions contemplated by the Branch Purchase Agreement. (b) The obligation of the Company to consummate the Closing shall be subject to the condition that all representations and warranties and other statements of the Investor shall be true and correct as of the date of this Agreement and the date of the Closing (except those representations and warranties that by their terms speak specifically as of the date of this Agreement or some other date shall be true and correct as of such date); and the condition that the Investor shall have performed all of its obligations hereunder theretofore to be performed. (c) The obligation of each of the Investor and the Company to consummate the Closing shall be subject to the following additional conditions: (1) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the transactions contemplated hereby or prohibit the Investor from owning or voting any of the Investor Shares; (2) the purchase by the Investor of the Investor Shares shall not (i) require the Investor or any of its affiliates to file a prior notice under the Change in Bank Control Act, or otherwise seek prior approval or non-objection of any state or federal banking regulator; (ii) require the Investor or any of its affiliates to become a bank holding company; or (iii) cause the Investor, together with an...

Conditions. (i) As a condition precedent to each Revolving Credit Increase, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower and, if reasonably determined by the Administrative Agent to be necessary or desirable under applicable Requirements of Law with respect to the Loan Documents of a Guarantor, of each such Guarantor, dated as of the Increase Effective Date, signed by a Responsible Officer of the Borrower or each such Guarantor, as applicable, and (A) certifying and attaching the resolutions adopted by the Borrower or such Guarantor approving or consenting to such Revolving Credit Increase (which, with respect to any such Loan Party, may, if applicable, be the resolutions entered into by such Loan Party in connection with the incurrence of the Obligations on the Closing Date) and (B) certifying that (1) both before and immediately after giving effect to such Revolving Credit Increase, as of the Increase Effective Date no Default or Event of Default shall exist and be continuing, (2) immediately after giving effect to such Revolving Credit Increase, as of the Increase Effective Date the Borrower shall be in pro forma compliance (after giving effect to the incurrence of such Revolving Credit Increase and the use of proceeds thereof) with each of the financial covenants contained in Section 7.16 and (3) the representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) as of such earlier date, and except that for purposes of this clause (i)(B)(3), the representations and warranties contained in Sections 5.04(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively. In addition, as a condition precedent to each Revolving Credit Increase, the Borrower shall deliver or cause to be delivered su...

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 obligation of Cogentrix GP and Cogentrix LP to make the contributions described in Section 3.2 are subject to the satisfaction of each of the following conditions precedent (except those conditions, if any, that may be specifically waived in writing by Cogentrix GP or Cogentrix LP, as appropriate): (a) The Loan Agreement, the Purchase Agreement and the Management and Marketing Agreement shall have been executed by all parties thereto. An original executed copy of the Loan Agreement, the Purchase Agreement and the Management and Marketing Agreement and all documents and agreements executed or delivered in connection therewith shall have been delivered to Cogentrix GP and a copy thereof delivered to Cogentrix LP as soon as available. (b) All conditions to the closing of the Loan Agreement and the Purchase Agreement shall have occurred or been satisfied (other than evidence that the capital contributions described in Section 3.2 have been made) and all governmental consents, approvals, permits and licenses and other agreements, instruments and other deliveries which are required to be made by any party under the Loan Agreement or the Purchase Agreement at or prior to the initial funding or closing of the transactions contemplated by such agreement shall have been delivered or received. A copy of all such deliveries required to be made by any party under the Loan Agreement or the Purchase Agreement and other evidence of the closing of the Purchase Agreement and the Loan Agreement shall be provided to Cogentrix GP and Cogentrix LP. (c) The following representations or warranties shall be true and correct in all respects, and are hereby made to Cogentrix GP and Cogentrix LP by VF Delaware and VF as an inducement to their making capital contributions to the Partnership: (i) Each of VF and VF Delaware (A) is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, the ownership of which is 99% by Agro Power and 1% by VF (in the case of VF Delaware) or 1% by VF Delaware (in the case of VF), (B) has full power and authority and the legal right to incur the obligations provided for in this Agreement, and (C) has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the Management and Marketing Agreement. (ii) Neither the execution, delivery or performance by VF Delaware or VF of this Agreement or the Management and Marketing Agreement, nor compliance ...

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, unless specifically waived by Agent: (a) Agent shall have received the following documents, each in form and substance satisfactory to Agent: (i) This Amendment, duly executed by Borrowers, together with the Consent and Ratification (the “Ratification”) hereto, duly executed by the Guarantors; (ii) Officers’ Certificates dated as of the date of this Amendment, in form and substance satisfactory to Agent, certified by the Secretary of the Borrowers and the Guarantors certifying among other things, that the Borrowers’ and Guarantors’ Board of Directors have met and have adopted, approved, consented to and ratified resolutions which authorize the execution, delivery and performance by Borrowers of this Amendment, and the Guarantors of the Ratification, and each other document, instrument and agreement executed in connection with or relating to the Agreement, this Amendment or the Ratification (hereinafter individually referred to as a “Loan Document” and collectively referred to as the “Loan Documents”); (b) The representations and warranties contained herein, in the Agreement, as amended hereby, and/or in each other Loan Document shall be true and correct as of the date hereof, as if made on the date hereof; (c) No Event of Default shall have occurred and be continuing and no Default shall exist, unless such Event of Default or Default has been specifically waived in writing by Agent; and (d) All corporate proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto, shall be satisfactory to Agent.

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

Conditions. The Company agrees that it will not accept any Notes tendered in the Exchange Offer until the satisfaction of the following conditions (each a "Condition" and collectively, the "Conditions"): (a) there shall have been validly tendered and not withdrawn not less than 60% in the aggregate principal amount due at maturity of the 2005 Notes outstanding on the date of the expiration of the Exchange Offer (the "Minimum Condition"); (b) the preparation and, as appropriate, the dissemination, in form and substance reasonably satisfactory to the Required Noteholders, of offering documents necessary to implement the Exchange Offer and the transactions contemplated by the Term Sheet in accordance with the terms of such Term Sheet; (c) the Indenture Amendments shall have become effective in a form substantially similar to that attached to the Term Sheet; (d) the Third Amendment to Senior Credit Agreement shall have become effective in a form substantially similar to that attached to the Term Sheet; (e) the Series C Certificate of Designation in a form substantially similar to that attached to the Term Sheet shall have been filed with the Delaware Secretary of State; (f) a new independent director designated in writing by the Required Noteholders and reasonably acceptable to the existing board of directors of the Company shall have been added to the board of directors of the Company; (g) the Company shall have executed and delivered the New Notes Credit Agreement, the Intercreditor Agreement and the Registration Rights Agreement, each in a form substantially similar to those attached to the attached Term Sheet; (h) the Company shall have executed and delivered the New Notes Security Documents in a form reasonably acceptable to the Required Noteholders; (i) there shall not have been any action taken, or any statute, rule, regulation, judgment, order, stay, decree or injunction promulgated, enacted, entered, enforced with respect to the Exchange Offer, the exchange of 2005 Notes or 2008 Notes for the applicable consideration pursuant to the Exchange Offer, the Consent Solicitation or the Indenture Amendments by or before any court or governmental regulatory or administrative agency or authority, tribunal, which prohibits the making of the Exchange Offer, the Consent Solicitation, the Indenture Amendments or the exchange of 2005 Notes or 2008 Notes for the applicable consideration or would, directly or indirectly, prohibit, prevent, restrict or materially delay consummati...