Conditions Precedent Sample Clauses
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Conditions Precedent. 3.1 The right of the Borrower to utilise the Facility and the obligation of SIF to advance the same shall be subject to the following conditions precedent having been satisfied (as SIF may determine in its sole and absolute discretion) that is to say:- there shall not exist at or prior to any Drawing an Event of Default or any condition, event or act which, with the giving of notice or lapse of time or both, would constitute an Event of Default; all representations, warranties and statements contained herein and/or in the Guarantee and/or in the Facility Letter and/or the Security Documents or otherwise made in writing in connection herewith or therewith or in any certificate or statement furnished pursuant to any provisions hereof or thereof or any document or instrument referred to herein or therein shall be true and correct with the same effect as though made on the date on which the Drawing is made; SIF shall have received, in form and substance satisfactory to it:
(i) a copy, certified as a true copy by a Director or the Secretary of the Borrower, of the Memorandum and Articles of Association or Constitution of the Borrower as amended up to the date of this Deed; a copy, certified as a true copy by a Director or the Secretary of the Borrower, of the Resolution of the Board of Directors of the Borrower approving the terms of this Deed and authorizing the execution of this Deed under the common seal of the Borrower and any other documents to be given by the Borrower pursuant to this Deed; Where the Guarantors are corporate entities, a copy, certified as a true copy by a Director or the Secretary of the Guarantors, of the Resolutions of the Board of Directors of the Guarantors authorizing the execution of the Guarantees in favour of SIF under the common seal of the Guarantors; the agreements for the purchase, purchase orders, vendor’s/supplier’s/seller’s invoices, sale and purchase agreements or other documentary evidence of the purchase by the Borrower of the Motor Vehicles and where applicable, the floor stock agreements (“Floor Stock Agreement”) evidencing the absolute assignment and transfer of the Motor Vehicles by the sub-dealers (“Sub-Dealer”) to the Borrower on such terms and conditions satisfactory to SIF; documentary evidence of payment of the full purchase price of the Motor Vehicles; the registration cards/log books and certificates of entitlement of the Motor Vehicles or the original LTA acknowledgement from LTA Link System showing registrat...
Conditions Precedent. This Amendment shall be effective on the Effective Date upon satisfaction of the following conditions:
(a) No Default or Event of Default shall have occurred and be continuing.
(b) No Material Adverse Effect shall have occurred since December 31, 2012.
(c) The Administrative Agent (or its counsel) shall have received (i) from each party hereof, a counterpart of this Amendment signed on behalf of such party and (ii) from the Borrower, a Note executed by the Borrower in favor of each Lender requesting a Note and in the amount of such Lender’s Commitment after giving effect to this Amendment.
(d) The Administrative Agent shall have received a customary written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Borrower and covering such matters relating to the Borrower and this Amendment as the Required Lenders shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion.
(e) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower and the General Partner, the authorization of this Amendment and any other legal matters relating to the Borrower and the General Partner or this Amendment, all in form and substance satisfactory to the Administrative Agent and its counsel.
(f) The Administrative Agent and the Joint Bookrunners and Lead Arrangers shall have received (i) all fees, including all fees payable to the Lenders, (ii) payment in full of all Obligations owing to the Exiting Lenders, and (iii) other amounts due and payable on or prior to the Effective Date, to the extent invoiced at least two Business Days prior to the Effective Date, required to be reimbursed or paid by the Borrower hereunder.
(g) All governmental and third party approvals necessary in connection with the financing contemplated hereby shall have been obtained and be in full force and effect.
(h) The aggregate amount of the Lenders’ Commitments is $1,000,000,000 on the Effective Date.
Conditions Precedent. The closing of the Company's IPO on or before March 31, 1998, is a condition precedent to the obligations of all parties to this Contribution Agreement to effect the transactions contemplated hereunder. In addition to the foregoing, the Operating Partnership shall not be obligated to close hereunder absent satisfaction of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operations:
(a) The representations and warranties of each of the Contributors contained herein shall have been true and correct on the date such representations and warranties were made, and shall be true and correct on the Closing Date as if made at and as of such date;
(b) Each of the obligations hereunder of each of the Contributors shall have been duly performed on or before the Closing Date;
(c) Concurrently with the Closing, each of the Contributors shall have executed and delivered to the Operating Partnership the documents required to be delivered hereunder;
(d) Except as otherwise permitted herein, each of the Contributors shall have obtained all consents or approvals of any Governmental Entity or third party to the consummation of the transactions contemplated hereunder or in the Proxy Solicitation;
(e) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity that prohibits the consummation of the transactions contemplated herein, and no litigation or governmental proceeding seeking any such order shall be pending or threatened in writing; and
(f) There shall not have occurred between the date hereof and the Closing Date any adverse change in any Titleholder's assets, business, financial condition, results of operations or prospects or the Management Business.
Conditions Precedent. This Amendment shall become effective as of the date hereof (the “Amendment Effective Date”), subject to the satisfaction of the following conditions precedent:
Conditions Precedent. 7.1 Conditions to Each Party's Obligation To Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions:
Conditions Precedent. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent:
Conditions Precedent. This Eleventh Amendment shall become effective on the date (the “Amendment Effective Date”) on which each of the following conditions has been satisfied (or waived):
(a) the Administrative Agent shall have received duly executed and delivered counterparts of this Eleventh Amendment that, when taken together, bear the signatures of the Borrower, all Subsidiary Guarantors, the Administrative Agent, the Collateral Agent and the 2024-2 New Term Lenders;
(i) the representations and warranties set forth in Article III of the Amended Credit Agreement shall be true and correct in all material respects on and as of the Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality (or Material Adverse Effect) in the text thereof, and (ii) at the time of and immediately after giving effect to this Eleventh Amendment on the Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing;
(c) the Administrative Agent shall have received a certificate, dated as of the Amendment Effective Date, duly executed by a Responsible Officer of the Borrower, confirming compliance with the conditions precedent set forth in Section 4.1(b) above;
(d) the Administrative Agent shall have received (i) a certificate as to the good standing of each Loan Party as of a recent date, from the Secretary of State of the state of its organization; (ii) a certificate of a Responsible Officer of each Loan Party dated as of the Amendment Effective Date and certifying (A) that the by-laws or other similar governing documents, as applicable, of such Loan Party have not been amended or changed since the Fourth Amendment Effective Date, the March 31, 2020 Joinder Agreement or the Sixth Amendment Effective Date, as applicable, other than those changes attached to such certificate, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors or other similar governing body, as applicable, of such Loan Party authorizing the execution, delivery and performance of this Eleventh Amendment and that such resolu...
Conditions Precedent. 50 4.1 Conditions to Initial Loans.................................... 50 4.2 Conditions to Each Loan........................................ 53
Conditions Precedent. The obligation of each Lender to make any Loan on any Credit Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 11.5, of the following conditions precedent:
(1) the Administrative Agent and the Lenders shall have received a fully executed and delivered Funding Notice relating thereto;
(2) the principal amount of the Loans to be made in such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such time;
(3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan;
(4) as of such Credit Date, the representations and warranties contained herein and in the other Transaction Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and
(5) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default. Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no...
Conditions Precedent. 3.1.1 Before any Lender shall have any obligation to advance the first Drawing under the Loan the Borrower shall deliver or cause to be delivered to or to the order of the Agent all of the documents and other evidence listed in Part I of Schedule 3 which shall be delivered not later than 4 Business Days before the day on which the Drawdown Notice for the first Drawing is given save for those documents or other evidence which are expressly required to be provided on the first Drawdown Date which shall be delivered on such first Drawdown Date.
3.1.2 The obligation of the Lenders to make any Contract Instalment Advance shall be subject to the further condition that the Agent shall have received not later than 4 Business Days before the day on which that Contract Instalment Advance is intended to be made, the documents and evidence specified in Part 2 of Schedule 3 in form and substance satisfactory to the Agent (save for the invoice and the Drawdown Notice referred to in paragraphs (a) and (e) of Part 2 of Schedule 3 which shall be provided not later than 3 Business Days prior to the relevant Drawdown Date).
3.1.3 The obligation of the Lenders to make the Delivery Date Advance shall be subject to the condition that the Agent, shall have received, on or prior to the relevant Delivery Date, the documents and evidence specified in Part 3 of Schedule 3 in form and substance satisfactory to the Agent.
3.1.4 The obligation of the Lenders to make any Ancillary Cost Advance shall be subject to the further condition that the Agent shall have received not later than 4 Business Days before the drawdown of any Ancillary Cost Advance, invoices or pro-forma invoices or, (save in respect of Ancillary Costs as described in sub-paragraph (f) of the definition thereof in respect of which invoices shall be required) where invoices or pro-forma invoices cannot be made available by the Borrower, a certificate from the Borrower in form and substance satisfactory to the Agent, in each case evidencing the Ancillary Costs incurred or, in the case of pro-forma invoices or certificates from the Borrower, to be incurred within the next following period not exceeding 3 Months or other written evidence in each case substantiating to the reasonable satisfaction of the Agent that the Ancillary Costs in respect of which such Ancillary Cost Advance is requested have been incurred and discharged or will be discharged following the drawdown of the Ancillary Cost Advance.