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 obligations of each of the parties hereto to participate in the transactions contemplated by this Agreement on the Closing Date are subject to the fulfillment, prior to or on the Closing Date, of the following conditions precedent; provided, however, that it shall not be a condition precedent to the obligations of any party hereto that any document be produced or action taken that is to be produced or taken by such party or any Person within such party's control; and provided, further, that only the conditions set forth in clauses (a) and (v) of this Section 3 shall be conditions precedent to the actions of Original Loan Participant: (a) Pass Through Trustee shall have received, concurrently with the payment to Indenture Trustee by Pass Through Trustee of an amount equal to the aggregate Original Issue Price thereof, the Equipment Notes as required by Section 1(a)(iii), and Indenture Trustee shall have received any other amounts, including Break Amount, if any, required to be paid in connection with the refinancing of the Original Certificate on the Closing Date and the Indenture Trustee shall have effected a wire transfer of all amounts payable to the Original Loan Participant as provided herein. (b) The Equipment Notes shall have been issued and authenticated in accordance with the Indenture, and there shall have been transferred to Indenture Trustee in immediately available funds the amounts referred to above in Section 1(a)(iii)-(iv). (c) Owner Trustee and Indenture Trustee shall have executed and delivered the First Amendment to Trust Indenture and Security Agreement in substantially the form of Exhibit B hereto (the "First Amendment to Trust Indenture") which shall have been duly filed for recording with the FAA. (d) Lessee and Owner Trustee shall have executed and delivered an amendment to the Original Lease in substantially the form of Exhibit C hereto (the "First Amendment to Lease Agreement") which shall have been duly filed for recording with the FAA. (e) Each of Lessee, Owner Participant, Owner Trustee, Pass Through Trustee and Indenture Trustee shall have executed and delivered an amendment to the Original Participation Agreement in substantially the form of Exhibit D hereto (the "First Amendment to Participation Agreement"). (g) Each of Indenture Trustee, Owner Trustee, Pass Through Trustee and Owner Participant shall have received the following documents (each of which shall be reasonably satisfactory in form and substance to each of the...

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 Sixth Amendment shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 12.02 of the Credit Agreement) (the “Sixth Amendment Effective Date”): 3.1 The Administrative Agent shall have received from the Lenders, the Borrower and the Guarantors, counterparts (in such number as may be requested by the Administrative Agent) of this Sixth Amendment signed on behalf of such Person. 3.2 The Administrative Agent and the Lenders shall have received all fees and other amounts due and payable on or prior to the Sixth Amendment Effective Date (including fees and expenses invoiced by ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP prior to the Sixth Amendment Effective Date). 3.3 The Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent satisfactory title information on at least 80% of the total value of the Oil and Gas Properties of the Borrower and the Subsidiaries evaluated in the most recently delivered Reserve Report. 3.4 The Administrative Agent shall have received duly executed and notarized deeds of trust/mortgages or supplements to existing deeds of trust/mortgages in form satisfactory to the Administrative Agent, to the extent necessary so that the Mortgaged Properties represent at least 85% of the total value of the Oil and Gas Properties of the Borrower and the Subsidiaries evaluated in the most recently delivered Reserve Report. 3.5 No Default shall have occurred and be continuing as of the Sixth Amendment Effective Date. 3.6 The Administrative Agent shall have received such other documents as the Administrative Agent or its special counsel may reasonably require. The Administrative Agent is hereby authorized and directed to declare this Sixth Amendment to be effective when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 3 or the waiver of such conditions as permitted in Section 12.02 of the Credit Agreement. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes.

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

Conditions Precedent. The transactions contemplated by this Agreement shall be conditioned upon the satisfaction of the following conditions precedent: (i) ▇▇▇▇▇ Fargo shall have executed this Agreement evidencing its resignation as trustee under the Pooling and Servicing Agreement; (ii) HSBC shall have executed this Agreement evidencing its acceptance of its appointment as successor Trustee under the Pooling and Servicing Agreement and its agreement to be bound by the terms of this Agreement and the Pooling and Servicing Agreement; (iii) each of the Seller and the Depositor shall have executed this Agreement evidencing its consent to the appointment of ▇▇▇▇▇ Fargo as Servicer with respect to the Transferred Mortgage Loans under the Pooling and Servicing Agreement; (iv) ▇▇▇▇▇ Fargo shall have executed this Agreement evidencing its acceptance of its appointment as the Servicer of the Transferred Mortgage Loans under the Pooling and Servicing Agreement and its agreement to be bound by the terms of this Agreement and the Pooling and Servicing Agreement; (v) the Seller shall have notified GMACM of its decision to terminate GMACM as Servicer of the Transferred Mortgage Loans under the Pooling and Servicing Agreement; (vi) a Confirmation Letter from each Rating Agency with respect to the transactions contemplated hereby. “Confirmation Letter” means, a letter issued by each Rating Agency confirming that the transactions contemplated hereby will not result in a qualification, downgrade or withdrawal of the respective ratings of the Certificates from the current ratings; and (vii) an Opinion of Counsel to the effect that (i) such amendment will not cause the imposition of any tax on any REMIC created under the Pooling and Servicing Agreement or on the Certificateholders, or cause any REMIC created under the Pooling and Servicing Agreement to cease to qualify as a REMIC at any time that any Certificates are outstanding, (ii) such amendment is permitted and is not prohibited by the Pooling and Servicing Agreement and (iii) all requirements for amending the Pooling and Servicing Agreement have been complied with.

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 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. 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: