Conditions Precedent Sample Clauses

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 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 Fourth Amendment shall not be effective until the Administrative Agent shall have determined in its sole discretion that all proceedings of the Borrower taken in connection with this Fourth Amendment and the transactions contemplated hereby shall be satisfactory in form and substance to the Administrative Agent and the Borrower has satisfied the following conditions: (a) the Borrower shall have delivered to the Administrative Agent a loan certificate of the Borrower certifying (i) as to the accuracy of its representations and warranties set forth in Article V of the Credit Agreement, as amended by this Fourth Amendment and the other Loan Papers, (ii) that there exists no Default or Event of Default, and the execution, delivery and performance of this Fourth Amendment will not cause a Default or Event of Default, except those Defaults and Events of Default specifically waived hereby, (iii) as to resolutions authorizing the Borrower to execute, deliver and perform this Fourth Amendment and all Loan Papers and other documents and instruments delivered or executed in connection with this Fourth Amendment, (iv) that it has complied with all agreements and conditions to be complied with by it under the Credit Agreement, the other Loan Papers and this Fourth Amendment by the date hereof and (v) that it has received all consents, amendments and waivers from all Persons necessary or required, if any, to (A) enter into this Amendment or (B) effectuate the amendments set forth above, including, without limitation, under the Indenture and related documentation and under the AUSP Credit Agreement and related documentation; (b) the Borrower shall have delivered to the Administrative Agent and Lenders legal opinions from counsel to the Borrower and its Restricted Subsidiaries regarding this Fourth Amendment and such other matters as reasonably requested by Special Counsel, including, without limitation, opinions regarding the waivers, consents and amendments in connection with the Indenture and AUSP Credit Agreement, and the related agreements; and (c) the Borrower shall have delivered such other documents, instruments, and certificates, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent shall deem necessary or appropriate in connection with this Fourth Amendment and the transactions contemplated hereby.

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. 8.1 The sale and purchase of the Business is subject to fulfilment on or before the Completion Date of each of the following conditions precedent (the “Condition(s) Precedent”): (A) the adoption of the Transaction Resolutions by the Extraordinary General Meeting and, in case one or more Alternative Offer is/are made, the adoption of the resolution(s) under clause 5.4(A), provided in such case that the procedure as set out in clause 7.4 has been followed by the Seller; (B) no application having been made to the Enterprise Division of the Amsterdam Court of Appeal pursuant to section 5:73 of the Act on financial supervision (Wet op het financieel toezicht) requesting that the Purchaser or any of its current shareholders make a public takeover bid; (C) no breach of the Seller Warranties or default under any of the terms and provision of this Agreement on the part of the Seller having occurred which has not been remedied to the reasonable satisfaction of Purchaser and which breach or default could reasonably be expected to constitute a material adverse effect on the Business and is of such material nature that it cannot be reasonably expected that the Purchaser continues with the Transaction and no facts or circumstances having occurred which could lead to such breach or default; (D) no breach of the Purchaser Warranties or default under any of the terms and provision of this Agreement on the part of the Purchaser having occurred which has not been remedied to the reasonable satisfaction of Seller and which breach or default is of such material nature that it cannot be reasonably expected that the Seller continues with the Transaction and no facts or circumstances having occurred which could lead to such breach or default; (E) no action or proceeding by or before any court of law or arbitral tribunal or any governmental, provincial or municipal administrative body or authority or otherwise has been taken or instituted against any Party which may restrain, prohibit, invalidate or otherwise affect the transactions contemplated by this Agreement in any material respect; (F) Euroclear Nederland having accepted the uniQure DRs for inclusion in and settlement through its book entry systems; (G) SenterNovem’s consent having been given to assign the agreement between the Seller and SenterNovem by the Seller to the Purchaser; (H) irrevocable financing commitments being available to the Business in an amount of no less than EUR 1,000,000 (not including financing commitm...

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. 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...