Conditions Precedent Sample Clauses
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Conditions Precedent. Each party’s obligation to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following:
(a) The obligations of Seller to consummate the transactions provided for herein are subject, at the option of Seller, to the fulfillment on or prior to the Closing Date of each of the following conditions:
(i) The representations and warranties of Buyer herein contained shall be true and correct in all material respects on the Closing Date (except that those representations and warranties of Buyer that are qualified by materiality shall be true and correct in all respects), as though made on and as of such date, except that representations which by their terms are made as of a specified date shall be true and correct as of the date so specified, and Buyer shall have delivered to Seller a certificate, dated as of the Closing Date, to that effect.
(ii) Buyer shall have performed and complied in all material respects with the duties, obligations and covenants under this Agreement required to be performed or complied with by it at or prior to Closing, and Buyer shall have delivered to Seller a certificate, dated as of the Closing Date, to that effect.
(iii) No suit, action or other proceeding shall be pending or threatened that seeks to, or could reasonably result in a judicial order, judgment or decree that would, restrain, enjoin or otherwise prohibit the consummation of the transactions contemplated by this Agreement, other than an action or proceeding instituted or threatened by Seller or any of its affiliates.
(iv) All Consents shall have been made, obtained or waived by the other party or parties thereto, or the time period by which such consents were required to be made, given or withheld have expired without action by the party whose consent is required. Provided, however, if this condition is not satisfied, either Party shall have the option to treat the affected Asset as having a Title Defect and may exclude the affected Asset from the Assets delivered at Closing and the Purchase Price shall be reduced by the Allocated Value of such affected Asset. In such event the failure to satisfy this condition shall not be grounds for termination.
(v) All Preferential Rights shall have been waived, exercised, or the time period in which to exercise expired without exercise. Provided, however, if this condition is not satisfied, either Party shall have the option to treat the affected Asset as having a Title Defect and may exclu...
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. 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. 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. The effectiveness of the waivers and amendments set forth herein is subject to the fulfillment, to the satisfaction of the Agent and its counsel, of the following conditions precedent:
(a) Borrower shall have delivered to the Agent the following, all of which shall be in form and substance satisfactory to the Agent and shall be duly completed and executed by all parties:
(i) this Agreement;
(ii) copies of the executed merger agreement and all other material documents executed and delivered in connection with the Transactions;
(iii) the Acquirer Guaranty and Acquirer Pledge Agreement, in the respective forms attached hereto as Exhibits B and C;
(iv) a certificate of the Secretary or Assistant Secretary of Borrower certifying (A) the resolutions of the board of directors of Borrower (1) approving the execution, delivery and performance of this Agreement and (2) authorizing the Transactions, (B) true and correct copies of the certificate or articles of formation and operating agreement of Borrower, and (C) the incumbency and signature of the officers of Borrower executing this Agreement;
(v) a certificate of the Secretary or Assistant Secretary of the Acquirer certifying (A) the resolutions of the board of directors of the Acquirer (i) acknowledging the Credit Agreement and this Agreement and (ii) authorizing execution, delivery, and performance of the Acquirer Guaranty (B) true and correct copies of the certificate or articles of incorporation and bylaws of the Acquirer, and (C) the incumbency and signature of the officers of the Acquirer executing the Acquirer Guaranty;
(vi) good standing certificates with respect to each of Borrower and the Acquirer issued by the secretary of state of the respective jurisdiction of formation of each such entity as of a date no more than thirty (30) days prior to the date hereof;
(vii) opinion of Drinker B▇▇▇▇▇ & R▇▇▇▇ LLP, counsel to Borrower, covering such matters relating to Borrower, this Agreement and the additional documents executed and delivered pursuant hereto as the Agent may reasonably request;
(viii) opinion of M▇▇▇▇▇▇▇▇ Will & E▇▇▇▇ LLP, counsel to the Acquirer, covering such matters relating to the Acquirer, the Acquirer Guaranty and the Acquirer Pledge Agreement as the Agent may reasonably request; and
(ix) such additional documents, certificates and information as Agent may require pursuant to the terms hereof or otherwise reasonably request.
(b) The Transactions shall have been consummated as described in E...
Conditions Precedent. The effectiveness of this Amendment is 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 Lender’s agreement to consent to the Borrowers’ requests referred to in Recital F hereof is subject to the condition that the Lender shall have received the following in form and substance satisfactory to the Lender, in all respects on or prior to 2 June 2010:
(a) certificate of incumbency of each Borrower and the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment to the certificate;
(b) certificate or other evidence in respect of the existence and good standing of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of this Addendum No. 3;
(c) minutes of meeting of the directors and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a party;
(d) evidence of the due authority of any person signing this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantor;
(e) the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to the Lender and where appropriate duly registered with the relevant authorities;
(f) confirmation from any agents for service of process nominated in this Addendum No. 3 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination;
(g) opinions from lawyers appointed by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto;
(h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documents;
(i) payment to the Lender of an amount of the...
Conditions Precedent. The obligation of Secured Party to make any Loan advance shall be subject to the following conditions, as appropriate:
9 (a) Conditions to All Advances on Closing Date. Each Loan advance on the Closing Date shall be subject to the delivery to Secured Party of the following originally executed documents (unless otherwise noted) each in form and substance satisfactory to Secured Party and the satisfaction of the other conditions set forth herein:
(i) the Agreement;
(ii) the Notes;
(iii) the Guaranty;
(iv) evidence of payment (or evidence of exemption) of any and all sales, transfer, use, documentation or similar taxes due in connection with the acquisition of the Equipment by Debtor;
(v) a secretarial certificate from Debtor: (A) certifying Debtor's articles of incorporation, by-laws and resolutions, with such resolutions authorizing the overall transaction and Debtor's execution, delivery and performance of this Agreement and (B) containing an incumbency certification of Debtor with the name(s), title(s) and specimen signature(s) of the person or persons authorized on behalf of Debtor to execute this Agreement.
(vi) an officer's certificate from Debtor: (A) stating that no material adverse change has occurred in the condition of Debtor (financial or otherwise) since the date of the last financial statement of Guarantor which has been delivered to Secured Party which would impair the ability of Debtor to pay and perform its obligations under this Agreement and (B) stating that no Default or Event of Default shall have occurred and be continuing as of such date;
(vii) a secretarial certificate from Guarantor: (A) certifying Guarantor's articles of incorporation, by-laws and resolutions, with such resolutions authorizing the overall transaction and Guarantor's execution, delivery and performance of the Guaranty and (B) containing an incumbency certification of Guarantor with the name(s), title(s) and specimen signature(s) of the person or persons authorized on behalf of Guarantor to execute the Guaranty;
(viii) an officer's certificate from Guarantor: (A) stating that no material adverse change has occurred in the condition of Guarantor (financial or otherwise) since the date of the last financial statement of Guarantor which has been delivered to Secured Party which would impair the ability of Guarantor to pay and perform its obligations under the Guaranty and (B) stating that no Default or Event of Default shall have occurred and be continuing as of such dat...
Conditions Precedent. The effectiveness of the waiver and -------------------- amendments herein contained is subject to the satisfaction of each of the following conditions precedent:
(i) Agent shall have received the opinion of ▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel of Borrower, addressed to Agent and Lenders, in such form and substance satisfactory to Agent;
(ii) Agent shall have received a Certificate of the Secretary or Assistant Secretary of Borrower certifying (A) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of Borrower authorizing the execution, delivery and performance of this Amendment, and such other documents and instruments executed by such party pursuant hereto or in connection herewith, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (B) as to the incumbency and specimen signature of each officer executing this Amendment, and any and all other documents delivered in connection herewith on behalf of Borrower;
(iii) Borrower shall have paid to Agent, for the benefit of Lenders, an Amendment fee in the amount of $75,000;
(iv) Agent shall have received counterparts of this Amendment and such other documents or instruments contemplated required hereby, which, when taken together, bear the signatures of all of the parties hereto and thereto;
(v) Apollo Investment Fund, L.P., a Delaware limited partnership ("Apollo") shall have acknowledged and agreed to the terms and conditions of this Amendment, and shall restate and reaffirm the terms and conditions of that certain Amended and Restated Participation Purchase Agreement dated as of March 14, 1997, made by Apollo in favor of Agent for the benefit of the Lenders; and
(vi) Agent shall have received such other documents as Agent may reasonably request.