Further conditions precedent Clause Samples

Further conditions precedent. If any of the conditions set forth below does not exist on or before the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement: 8.1 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the Acquired Fund's shareholders in accordance with the provisions of the Safeco Trust's Trust Instrument and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1; 8.2 On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein; 8.3 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by either party hereto to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act and no stop orders suspending the effectiveness of such Registration Statement shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 The parties shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇▇▇▇▇▇▇tory ▇▇ ▇he Safeco Trust and the Acquiring Trust and subject to customary assumptions and qualifications, substantially to the effect that for federal income tax purposes the acquisition by the Acquiring Fund of the Acquired Assets solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Fund and t...

Further conditions precedent. The obligations of each Lender to participate in any Loan are subject to the further conditions precedent that on both the date of the Request and the Utilisation Date for that Loan: (a) the Repeating Representations are correct in all material respects; and (b) no Default or, in the case of a Rollover Loan, no Event of Default is outstanding or would result from the Loan.

Further conditions precedent. Subject to the provisions of Clause 4.4 (Certain Funds), the Lenders will only be obliged to comply with Clause 5.4 (Lenders' participation) if on the date of the Utilisation Request and on the proposed Utilisation Date: (i) in the case of a Rollover Loan, no Event of Default is continuing or might reasonably be expected to result from the proposed Loan and, in the case of any other Loan, no Default is continuing or would result from the proposed Loan; and (ii) the Repeating Representations to be made by each Obligor are true in all material respects.

Further conditions precedent. The following shall be added as an additional Further Condition Precedent applicable to this Contract for Difference after paragraph 2.6 of Part B (Further Conditions Precedent) of Schedule 1 (Conditions Precedent) to the Conditions:

Further conditions precedent. Not later than five (5) Banking Days prior to each Drawdown Date and not later than five (5) Banking Days prior to each Interest Payment Date, the Agent (acting on the instructions of the Majority Banks) may request and the Borrowers shall, not later than two (2) Banking Days prior to such date, deliver to the Agent on such request further relevant certificates and/or favourable opinions as to any or all of the matters which are the subject of clauses 7, 8, 9 and 10.

Further conditions precedent. Subject to Clause 4.1 (Initial Conditions Precedent), the Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation), if on the date of the Utilisation Request and on the proposed Utilisation Date: (a) no Default is continuing or would result from the proposed Utilisation; and (b) the Repeating Representations to be made by each Obligor are true.

Further conditions precedent. Not later than five (5) Banking Days prior to the Drawdown Date of an Advance and not later than five (5) Banking Days prior to any Interest Payment Date, the Lender may request and the Borrower must, not later than two (2) Banking Days prior to such date, deliver to the Lender (at the Borrower’s expense) on such request further favourable certificates and/or opinions as to any or all of the matters which are the subject of clauses 7, 8, 9 and 10.

Further conditions precedent. The obligations of Lessor to deliver and lease the Aircraft under this Agreement are subject to the further conditions precedent that:- (a) the representations and warranties of Lessee under Clauses 2.1 and 2.2 are correct and would be correct if repeated on delivery of the Aircraft under this Agreement; and (b) no Default has occurred and is continuing or might result from the leasing of the Aircraft to Lessee under this Agreement.

Further conditions precedent. The Lenders will only be obliged to comply with Clause 5.4 (Lenders' participation) and the Fronting Bank shall only be obliged to comply with Clause 6.5 (Issue of Letters of Credit) if: 4.2.1 on the date of the Utilisation Request and on the proposed Utilisation Date: (A) in the case of a Rollover Loan or Renewal Letter of Credit, no Event of Default is continuing or would result from the proposed Utilisation and, in the case of any other Utilisation, no Default is continuing or would result from the proposed Utilisation; (B) the Repeating Representations to be made by each Obligor are true in all material respects; 4.2.2 other than in the case of a Rollover Loan or a Renewal Letter of Credit: (A) any Projection which is due to be adopted by a Recalculation Date has been adopted in accordance with Clause 7 (Projections) by such Recalculation Date (unless it has not been so adopted as a result of any failure on the part of any Finance Party to perform its obligations under this Agreement); and (B) no Cover Ratio Event is continuing; 4.2.3 the aggregate of: (A) the amount of the Utilisation proposed to be made on the proposed Utilisation Date; and (B) the aggregate amount of all outstanding Utilisations on the proposed Utilisation Date less the aggregate amount of all outstanding Utilisations due to be repaid or prepaid on the proposed Utilisation Date, does not exceed the lower of (i) the Aggregate Commitments and (ii) the Borrowing Base Amount, in each case, applicable on such proposed Utilisation Date (the "Maximum Available Amount"); and 4.2.4 in the case of any proposed Utilisation by way of a Letter of Credit, the aggregate of: (A) the amount of the proposed Letter of Credit; and (B) the aggregate undrawn amount of the face value of all other outstanding Letters of Credit less the aggregate amount of all outstanding Letters of Credit due to be cancelled on or before the proposed Utilisation Date, does not exceed *** redacted commercially sensitive term negotiated between the parties *** .