Conditions Precedent Sample Clauses

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. Notwithstanding anything contained in this Fourth Amendment to the contrary, Bank shall have no obligation under this Fourth Amendment until each of the following conditions precedent have been fulfilled to the satisfaction of Bank: (a) Each of the conditions set forth in Section 6.2 of the Agreement shall have been satisfied; (b) Bank shall have received this Fourth Amendment, duly executed, and Bank shall have received the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana); (c) A duly executed certificate of the Secretary or any Assistant Secretary of Borrower (A) certifying as to attached copies of Resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance of the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bank; (d) Bank shall have received the Deed of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower in the form prescribed by Bank; (e) Bank shall have received a satisfactory clean title search for Borrower’s Baltimore, Maryland real estate; (f) Bank shall have received satisfactory evidence of insurance as required by the Deed of Trust for Borrower’s Baltimore real estate; (g) Bank shall have received a $32,000 amendment/waiver fee from Borrower, and Borrower shall have reimbursed Bank for all legal fees and other expenses incurred by Bank in connection with this Fourth Amendment and the transactions contemplated hereby.

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

Conditions Precedent. The obligation of each Lender to make any Loan, or Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Effective Date and the ▇▇▇▇▇▇ Acquisition Closing Date, are subject to the satisfaction, or waiver in accordance with Section 10.5, of the following conditions precedent: (i) Administrative Agent shall have received a fully executed and delivered Funding Notice or Issuance Notice, as the case may be; (ii) after making the Credit Extensions requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect; (iii) as of such Credit Date, the representations and warranties contained herein and in the other Credit 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; (iv) 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 an Event of Default or a Default; (v) on or before the date of issuance of any Letter of Credit, Administrative Agent shall have received all other information required by the applicable Issuance Notice, and such other documents or information as Issuing Bank may reasonably require in connection with the issuance of such Letter of Credit; and (vi) in the case of a Revolving Loan used in connection with the financing of a Permitted Acquisition (other than a Revolving Loan on the ▇▇▇▇▇▇ Acquisition Closing Date in an aggregate principal amount not to exceed $10,000,000 used to pay ▇▇▇▇▇▇ Acquisition Financing Requirements), if (A) the aggregate amount of Permitted Acquisition Expenses exceeds $10,000,000 or (B) the aggregate amount of Permitted Acquisition Expenses for Permitted Acquisitions for the previous four Fiscal Quarters (together with any Permitted Acquisition agreed to and not yet consummated) exceeds $20,000,000, then the Chief Financial Officer of Holdings shall have delivered a Compliance Certificate representing and warranting and otherwise demonstrating to the satisfaction of Administrative Agent that, as of such Credit Date, the Leverage Ratio as of the last day of the most recent Fiscal Quarter ...

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 effectiveness of the amendments set forth herein is subject to the fulfillment, to the satisfaction of the Agent and its counsel, of the following conditions precedent on or before the Effective Date: (a) The Agent shall have received, with copies or counterparts for each Bank as appropriate, the following, all of which shall be in form and substance satisfactory to the Agent and shall be duly completed and executed by the Borrower, the Agent and the Banks, as applicable: (i) This Agreement; (ii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower as of a recent date, of resolutions of the board of directors of the Borrower in effect on the date hereof authorizing the execution, delivery and performance of this Agreement and the other documents and transactions contemplated hereby; (iii) Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (v) Such additional documents, certificates and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect to this Agreement, the representations and warranties set forth in the Credit Agreement shall be true and correct in all material respects on and as of the date hereof; provided, however, that for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bank. (c) No Default or Event of Default shall have occurred and be continuing as of the date hereof.

Conditions Precedent. The obligation of each Lender to make any Revolving Loan on any Credit Date is subject to the satisfaction, or waiver in accordance with Section 9.5, of the following conditions precedent: (i) Administrative Agent, Paying Agent and Custodian shall have received a fully executed and delivered Funding Notice together with a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect to the requested Revolving Loans, and a Borrowing Base Report; (ii) both before and after making any Revolving Loans requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Borrowing Base; (iii) as of such Credit Date, the representations and warranties contained herein and in the other Credit 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, other than those representations and warranties which are qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects on and as of that Credit Date, except, in each case, 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, or true and correct in all respects, as the case may be on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification in this Section 3.3(a)(iii) to the extent a Replacement Borrowing Base Certificate has been delivered in substitute thereof in accordance with Section 2.1(c)(ii); (iv) 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 an Event of Default or a Default; (v) the Administrative Agent and Paying Agent shall have received the Borrowing Base Report for the Business Day prior to the Credit Date which shall be delivered on a pro forma basis for the first Credit Date hereunder; (vi) as of such Credit Date, no Key Person Event shall have occurred; and (vii) in accordance with the terms of the Custodial Agreement, Company has delivered, or caused to be delivered to the Custodian, all original or authoritative copies of all agreements related to each Receivable, including all applicable Receivable Agreements (including any counterparts) tha...

Conditions Precedent. Each Lender shall make the Loans to be made by it on the Closing Date subject only to the following conditions precedent, unless otherwise waived by the Lenders in their sole discretion: (a) This Agreement shall have been duly executed and delivered by the Borrower and each Guarantor. (b) The Note shall have been duly executed and delivered by the Borrower. (c) Each Collateral Document shall have been duly executed and delivered by each of the parties thereto. (d) The Blackstone Consents shall have been duly executed and delivered by each of the parties thereto. (e) The Closing Date Subordination Agreements shall have been duly executed and delivered by each of the parties thereto. (f) The Administrative Agent shall have received a Committed Loan Notice in accordance with the requirements hereof at least one day prior to the requested date for funding such Loan. (g) The Administrative Agent shall have received, on behalf of itself, the Collateral Agent and the Lenders, an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Loan Parties dated the Closing Date and addressed to the Administrative Agent, the Collateral Agent and the Lenders, in each case in form and substance customary for senior secured credit facilities in transactions of this kind. (h) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party and Project Company, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party and Project Company as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of each Loan Party and Project Company as in effect on the Closing Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of each Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full for...