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

Conditions Precedent. This Amendment shall be effective upon the satisfaction by the Borrower of, or written waiver by the Credit Agent and the Lenders of, the following conditions, and any other conditions set forth in this Amendment, by no later than 4:00 p.m. (Boston time) on the date of this Amendment, as such time and date may be extended in writing by the Credit Agent and the Lenders, in their sole discretion (with the date, if at all, by which such conditions have been satisfied or waived being referred to herein as, the “Effective Date”), failing which this Amendment and all related documents shall be null and void at the option of the Credit Agent and the Lenders: (a) Delivery by the Borrower to the Credit Agent and each Lender of the following: (i) This Amendment, duly executed by the Borrower, the Credit Agent and each Lender. (ii) Such certificates of resolutions or other actions, incumbency certificates and/or other certificates of an authorized officer of the Borrower as the Credit Agent may require evidencing (A) the authority of the Borrower to enter into this Amendment and any other documents to be executed and delivered in connection herewith, and (B) the identity, authority and capacity of each officer of the Borrower authorized to act on its behalf in connection with this Amendment and the other Loan Documents. (iii) Such other documents as the Credit Agent or any Lender reasonably may require, duly executed and delivered. (b) No Default or Event of Default shall have occurred and be continuing, or will be caused by or result from the Borrower’s execution and delivery of this Amendment and the documents, instruments, and agreements related hereto, or the performance by the Borrower of its obligations thereunder. (c) The representations and warranties of the Borrower contained in this Amendment or in any document, instrument, or agreement delivered or to be delivered in connection with this Amendment (i) shall have been true and correct in all material respects on the date that such representations and warranties were made (except for those which expressly relate to an earlier date, which shall be true and correct as of such earlier date), and (ii) shall be true and correct in all material respects on the Effective Date as if made on and as of such date (except for those which expressly relate to an earlier date, which shall be true and correct as of such earlier date). (d) In addition to all other expense payment and reimbursement obligations of the Borrower...

Conditions Precedent. The obligation of the Purchaser to proceed to Closing is conditional upon the completion of (or waiver or deferment of) the following conditions precedent by the Seller and/or the Company (as the case may be) to the sole satisfaction of the Purchaser (“Conditions Precedent”): 3.2.1. Each of the Seller Warranties and the Company Warranties shall be true and correct in all respects and not misleading in any respect as of the Agreement Date and as of the Closing Date, as though made on and as of each such date; 3.2.2. All approvals, consents, or waivers required from any Person, for the transfer of Purchase Shares to the Purchaser, whether under applicable Law, Articles, or otherwise, shall have been obtained by the Seller; 3.2.3. The Seller shall deliver a copy of the permanent account number (PAN) card of the Seller to the Purchaser; 3.2.4. No Material Adverse Effect shall have occurred; 3.2.5. The drafts of all the supporting documents and relevant information required by the Purchaser to file Form DI (as required under FEMA) shall be in Agreed Form; 3.2.6. The Company shall deliver to the Purchaser, a valuation certificate from a chartered accountant or a merchant banker registered with SEBI or a practicing cost accountant, in Agreed Form determining the fair market value of the Purchase Shares determined in accordance with FEMA, arrived at as per any internationally accepted valuation method on an arm’s length basis, in accordance with applicable Law; 3.2.7. The Company shall deliver to the Purchaser, a certificate from a chartered accountant (on a reliance basis) confirming that the per share fair market value of Sale Shares as per Rule 11UA(1)(c)(b) of the Income-tax Rules, 1962 is lower than the per share Purchase Consideration. 3.2.8. For the purposes of Section 281 of the IT Act, the Seller shall deliver to the Purchaser, a certificate from a chartered accountant in Agreed Form (on a reliance basis), giving the status of the pending Tax proceedings and any pending / outstanding tax dues against the Seller under the IT Act and stating that apart from those mentioned in the certificate, there no (a) Tax proceedings referred to in Section 281 of the IT Act pending against the Seller; (b) pending / open assessments / Litigations against the Seller under the IT Act

Conditions Precedent. The obligation of the Purchaser to proceed with the Closing is subject to the conditions that: (a) except for the Aggregate Borrowings Amount, as at the Closing the Company does not have any outstanding indebtedness to banks or other financial institutions; (b) the Sellers’ representations and warranties are true and correct in all material respects at and as of the Closing Date; (c) the Sellers have performed and complied in all material respects with their covenants set forth in Section 7.1(a), (c), (f), (g), and (h); (d) no governmental authority or body has commenced any litigation or proceeding on or prior to the Closing wherein an unfavorable outcome in such litigation or proceeding could prevent the consummation of the transactions contemplated by this Agreement; (e) there has not been any material adverse change in the business, operations, assets, prospects, or financial position of the Company since the date of the Interim Balance Sheet; (f) the Purchaser has completed to its satisfaction the due diligence relating to the Company’s customers such that the consummation of the transactions contemplated by this Agreement does not result in a material adverse change in the Company’s relationship with any of the Company’s four largest customers in 2004; (g) the Purchaser has completed to its satisfaction the environmental due diligence relating to the Company’s manufacturing facility such that there does not exist any environmental liability, contamination or exposure that could have a material adverse effect on the Company’s financial position, business, properties, or operating results; (h) all third-party consents, if any, with respect to the Company’s material agreements or contacts listed on Exhibit 5.13, have been received, satisfied or waived; (i) at least five Business days prior to the Closing, the Sellers have caused each Lender to deliver the Purchaser a statement setting out such Lender’s Outstanding Borrowings; (j) at least five Business Days prior to the Closing, the Sellers have delivered to the Purchaser, for purposes of calculating the Price, the Sellers’ estimate of the amount of leasing debt (determined compliance with IAS 17) and (i) cash at bank and on hand and (ii) other securities as at the Closing; (k) Rxxxxxx Xxxx has executed and delivered to the Company a Retention, Non-Compete and Confidentiality Agreement, substantially in the form attached hereto as Exhibit 4.1(k); (l) Vimercati has executed and delivered the Letter of Ad...

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. In addition to the foregoing terms, the Definitive Agreement will contain the following conditions precedent to Closing: (i) the documents to be entered into in connection with the Business Combination shall be mutually acceptable in form and substance to the Parties, acting reasonably, and shall be consistent with the terms in this Letter of Agreement (such documents, including the Definitive Agreement and the PMSA, collectively the “Transaction Documents”); (ii) all governmental, regulatory, third person and other approvals, consents, waivers, orders, exemptions, agreements and all amendments and modifications to agreements, indentures and arrangements which the Parties shall consider necessary in order to enter into the Definitive Agreement and not otherwise specifically described in this Letter of Agreement shall have been obtained in form satisfactory to the Parties, acting reasonably; (iii) As of the Closing Date Target shall have no liens of encumbrances on BXXX Development Projects; (iv) Target shall have completed the audit of its financial statements for the periods required pursuant to Items 9.01(a) and (b) of Form 8-K (the “Target Audit”), which shall be performed by an accounting firm that is registered with the Public Company Accounting Oversight Board (PCAOB) at the election and expense of the Company; (v) If the Closing occurs after April 14, 2024, Target shall have completed and provided to the Company, Target’s unaudited financial statements for the period ended March 31, 2023 as provided for in Items 9.01(a) and (b) of Form 8-K, which fairly present the financial condition of Target as of their respective dates and for the periods involved, and such statements shall be prepared in accordance with generally accepted accounting principles consistently applied for the periods provided for in Items 9.01(a) and (b) of Form 8-K; (vi) The Board of Directors of BTTC shall have approved the Definitive Agreement in accordance with its obligations under the Delaware General Corporation Law; (vii) At the Closing Date, BTTC shall be current on all of its filings with the OTC Markets Group, Inc. OTCQB tier (the “OTC Markets”), including, but not limited to the filing of an Annual Report for the period ended December 31, 2023 and the annual Attorney Letter for the period ended December 31, 2023, none of which filings shall contain a material misstatement or omission, and be compliant in all material respects with the OTC Markets rules and regulations; ...

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. This Agreement shall become effective only upon satisfaction of the following conditions precedent: (a) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) this Agreement duly executed by each of the Borrower Parties, the Administrative Agent, and the Lenders; (ii) a Reaffirmation Agreement duly executed by each of the Borrower Parties and the Administrative Agent; (iii) a favorable written opinion of King & Spalding LLP, counsel to the Borrower Parties, with respect to each of Oxford Industries, Inc., Txxxx Bahama Group, Inc., Txxxx Bahama R&R Holdings, Inc., and Sugartown Worldwide LLC; (iv) a loan certificate signed by an Authorized Signatory of each Borrower Party, including a certificate of incumbency with respect to each Authorized Signatory of such Borrower Party, together with appropriate attachments which shall include, without limitation, the following: (A) a copy of Certificate of Incorporation or Formation of such Borrower Party certified to be true, complete and correct by the Secretary of State of the State of such Borrower Party’s incorporation or formation (or a certification that there have been no amendments to such organizational documents from any applicable organizational documents delivered on the Agreement Date or November 21, 2013, as applicable), (B) a true, complete and correct copy of the bylaws or operating agreement of such Borrower Party (or a certification that there have been no amendments to such organizational documents from any applicable organizational documents delivered on the Agreement Date), (C) a true, complete and correct copy of the resolutions of such Borrower Party authorizing the execution, delivery and performance by such Borrower Party of the Loan Documents and authorizing the borrowings or guaranty, as applicable, hereunder, and (D) certificates of good standing from the jurisdiction of organization of such Borrower Party; (v) a solvency certificate executed by an Authorized Signatory of the Administrative Borrower regarding the solvency and financial condition of Parent and its Subsidiaries; (vi) (A) if an Advance of Loans is to be made on the First Amendment Effective Date, a request for such Loans in accordance with Section 2.2 of the Credit Agreement (as amended hereby) and (B) a certificate dated as of the First Amendment Effective Date and signed by an Authorized Signatory of the Administrative Borrower confirming compl...