Initial condition precedent Sample Clauses

An initial condition precedent is a contractual requirement that must be fulfilled before a party is obligated to perform its duties under the agreement. For example, this might involve obtaining regulatory approval, securing financing, or delivering specific documents before the contract becomes effective. By establishing clear prerequisites, this clause ensures that both parties are protected from having to proceed unless certain essential conditions are met, thereby reducing risk and uncertainty at the outset of the contractual relationship.
Initial condition precedent. 4.1.1 Homes England's obligations under this Agreement are subject to the condition precedent that: (a) it has conducted due diligence (including financial and legal due diligence) satisfactory to it in relation to the Grant Recipient and the Housing Outputs: (b) it has received (in form and substance satisfactory to it (acting reasonably)) confirmation from the Grant Recipient (whether in writing and/or via the DDEP) of the identity of each proposed Delivery Partner with whom it has entered into a Delivery Partner Contract (or with whom it is then proposing to enter into a Delivery Partner Contract) and the role they will undertake in delivering the Housing Outputs; and (c) Homes England has provided its written approval to each such proposed Delivery Partner's identity and role. 4.1.2 The provision of Homes England's approval pursuant to clause 4.1.1
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Initial condition precedent. The following are the initial conditions precedent: (a) copies of a resolution of the Main SPV’s, the Shareholder’s and each Greif Transaction Party’s board of directors (except for the German Originators), and any other necessary corporate documents, approving the Transaction Documents to which it will become a party and the other documents to be delivered by it and the transactions contemplated hereunder; (b) a director’s certificate of each Originator certifying as to such Originator’s solvency; (c) copies of the constitutive documents of the Main SPV, the Shareholder and each Greif Transaction Party; (d) a certificate of the Main SPV, the Shareholder and each Greif Transaction Party certifying: (i) the names and signatures of the officers authorised on behalf of such party to execute the Transaction Documents to which it will become a party and any other documents to be delivered by it hereunder, on which certificate the Main SPV and the Funding Administrator may conclusively rely until such time as the Main SPV and the Funding Administrator shall receive from such party a revised certificate meeting the requirements of this paragraph; and (ii) the authenticity of the constitutive documents of such party. (e) legal opinions from: (i) legal counsel in the relevant jurisdictions to the Greif Transaction Parties in form and substance satisfactory to the Main SPV and the Funding Administrator regarding (i) due execution by, and corporate authority of each Greif Transaction Party, (ii) the validity and enforceability of the obligations of the Greif Transactions Parties under and in connection with the Transaction Documents to which they are expressed to be a party and (iii) the perfection of the sale and transfer of the Receivables Purchase Agreements (other than the Nieuw Amsterdam Receivables Purchase Agreement) and such other matters concerning such Greif Transaction Party as the Main SPV and/or the Funding Administrator may require; and (ii) legal counsel in the relevant jurisdictions to the Funding Administrator regarding (i) the due execution and corporate authority of Main SPV, (ii) the validity and enforceability of the obligations of Main SPV under and in connection with the relevant Transaction Documents to which Main SPV is expressed to be a party, (iii) the enforceability of the Main SPV Security Documents, and (iv) the sale of the Receivables; (f) a copy of the Servicing Agreement as executed; (g) a copy of the Nieuw Amsterdam Receivables Purch...
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Initial condition precedent. 3.1 The GLA’s obligations under this Agreement are subject to the condition precedent that it has confirmed to the Local Authority that it has received all of the documents, information, confirmations and any other items specified in Schedule 4 (Initial Conditions Precedent) in form and substance satisfactory to the GLA PROVIDED THAT the GLA may in its absolute discretion and on notifying the Local Authority in writing, convert any Initial Condition Precedent listed in Schedule 4 to a Condition Precedent to the Grant listed in Schedule 5. 3.2 The GLA shall promptly notify the Local Authority in writing when the GLA considers that the condition precedent referred to in clause 3.1 has been satisfied.
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Initial condition precedent. 5.1.1 The Borrower may not deliver a Utilisation Request unless – 5.1.1.1 the Agent is satisfied that the Net Senior Debt to EBITDA Ratio (normalised) does not exceed 1.50 times, with EBITDA being the pro forma last twelve Months EBITDA calculated using the latest management accounts of the Borrower on a consolidated basis for the financial quarter immediately preceding the Fulfilment Date; 5.1.1.2 all the Conditions Precedent have been delivered to the Agent in form and substance satisfactory to the Agent; or 5.1.1.3 to the extent that any Conditions Precedent are not in a form and in substance satisfactory to the Agent or have not been delivered, the Agent has, by notice in writing to the Borrower, waived or deferred delivery of those Conditions Precedent which are not in a form and in substance satisfactory to it or which have not been delivered, upon such terms and conditions as the Agent may specify in the aforesaid notice. 5.1.2 The Agent shall notify the Borrower and the Lender promptly upon being so satisfied. 5.1.3 Each Utilisation Request delivered by the Borrower shall be accompanied by a Compliance Certificate confirming compliance with clause 21.1 (Financial Condition).
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Initial condition precedent. The Borrower may not deliver a Request until the Bank has notified (such notification to be provided without any undue delay) the Borrower that it has received each of the following documents in form and substance satisfactory to it: (A) a fully executed original of this Agreement; (B) a copy of the Certificate of Registration and Articles of Association of the Borrower, certified by the General Counsel and Secretary of the Board of the Borrower as being correct, complete and in full force and effect as at the date of this Agreement; (C) a list, certified by the General Counsel and Secretary of the Board of the Borrower as being correct, complete and in full force and effect as at the date of this Agreement, of the names, titles and specimen signatures of those persons authorised to take action on behalf of the Borrower in connection with this Agreement; (D) a copy of a resolution of the board of directors of the Borrower (or an excerpt thereof); (E) a certificate of the Chief Financial Officer of the Borrower confirming that utilization of the Facility in full would not cause any borrowing limit binding on the Borrower to be exceeded; (F) either of the Credit Guarantee or the EKN Offer duly executed and delivered by EKN.
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Initial condition precedent. The obligation of each Bank to make Advances pursuant to the terms and conditions of this Agreement is subject to the condition precedent that the Administrative Agent shall have received on or before the day of the initial Advance the following, each dated on or before such day, in form and substance satisfactory to the Administrative Agent: (a) The Notes to the order of the Banks, respectively. (b) Certified copies of (i) the resolutions of the Board of Directors of the Borrower establishing the Executive Committee and (ii) resolutions of the Executive Committee approving this Agreement, each Note and each Notice of Borrowing, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each such Loan Document and certified copies of the restated certificate of incorporation, as amended, and bylaws, as amended, of the Borrower. (c) A certificate of the Secretary, Deputy Corporate Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder. (d) A favorable opinion of Vins▇▇ & ▇lki▇▇ ▇.▇.P., counsel for the Borrower, to be delivered to, and for the benefit of, the Banks and the Administrative Agent, at the express instruction of the Borrower, substantially in the form of Exhibit C hereto and as to such other matters as any Bank through the Administrative Agent may reasonably request. (e) A favorable opinion of John ▇. ▇▇▇, Executive Director and General Counsel of the Borrower, to be delivered to, and for the benefit of, the Banks and the Administrative Agent, at the express instruction of the Borrower, in substantially the form of Exhibit D hereto and as to such other matters as any Bank through the Administrative Agent may reasonably request. (f) The letter referred to in Section 4.01(a) hereof.
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Initial condition precedent. Subject to Clause 4.5(a) (Change of terms prior to the First Utilisation Request), the Borrower shall not deliver a Utilisation Request unless the Agent has received all of the documents and other evidence listed in, and appearing to comply with, the requirements of Part I to Schedule 2 (Conditions precedent to Initial Utilisation) and, in relation to the second and all subsequent Utilisations, Part II to Schedule 2 (Conditions precedent to second and subsequent Utilisations), in form and substance satisfactory to the Agent. The Agent shall notify the Borrower and the Lenders promptly upon being as satisfied.
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Initial condition precedent. This Agreement and the obligation of the Seller to deposit the Purchase Shares with the Purchaser and the Purchaser to deposit the Purchase Price with the Seller is subject to the relevant Party having met the conditions precedent set out in this Sub-Clause (“Initial Condition Precedent”) in a form and substance reasonably satisfactory to the Purchaser, unless otherwise expressly waived by the Purchaser in its sole discretion: Receipt of all corporate approvals and sanctions, including without limitation approval by the Board or shareholders, as may be required, of the Company and the Seller, for sale of the Purchase Shares to the Purchaser for the Purchase Price agreed upon; Receipt by the Purchaser and the Seller of all the Government Approvals, including but not limited to, any FIPB or RBI approval, as and to the extent required, for the Purchaser to acquire the Purchase Shares and to exercise its right and perform its obligations respectively under this Agreement; Receipt by the Purchaser of the audited accounts of the Company for the year ended 31.03.2007. The proposed Transfer of the Purchase Shares being determined as in compliance with all applicable laws, including without limitation, any proposed law or regulation as considered applicable; No Governmental Authority in India, having, or having indicated an intention to, having requested (in writing or by way of any oral communication), any information in connection with, or instituting or threatening, any action or investigation which could, restrain, prohibit or otherwise challenge or adversely affect the Transfer of Purchase Shares in a manner as contemplated under this Agreement, the ownership of the Purchase Shares or any similar transactions or ownership; The Seller having performed and complied in all material respects with all covenants and undertakings required to be performed or complied with by it at or prior to the Initial Closing Date; The Seller having delivered an incumbency certificate of the officer(s) of the Seller executing this Agreement and any other documents furnished to the Purchaser hereunder or pursuant hereto; The Company having delivered to the Purchaser a certificate, in a form and manner acceptable to the Purchaser, that the Company and its Subsidiaries have conducted their business in the normal course and have complied with the obligations imposed under Clause 5.1 and Clause 5.2, and that there has been no Material Adverse Effect on the Company and/or its Subsidiarie...
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Related to Initial condition precedent

  • Initial Conditions Precedent The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver 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) counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes and Term Notes executed by the Borrower, payable to each applicable Lender that has requested that it receive Notes and the Swingline Note executed by the Borrower payable to the Swingline Lender to the extent that it has requested that it receive Notes, and, in each case, complying with the terms of Section 2.12.(a); (iii) the Guaranty executed by each Subsidiary Guarantor, the Parent and each other Required Guarantor; (iv) (i) the Pledge Agreement, executed by each of the Parent, General Partner, Borrower and each Subsidiary Guarantor party thereto from time to time and (ii) each other Security Document, executed by the parties thereto; (v) an opinion letter of Winston & ▇▇▇▇▇▇ LLP, counsel to the Borrower and the other Loan Parties addressed to the Administrative Agent and the Lenders in form and substance acceptable to the Administrative Agent; (vi) the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of each Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan Party; (vii) a certificate of good standing (or certificate of similar meaning) with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Loan Party is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effect; (viii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower Notices of Borrowing, Notices of Swingline Borrowing, requests for Letters of Credit, Notices of Conversion and Notices of Continuation; (ix) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (A) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (B) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (x) original stock certificates or other certificates evidencing the certificated Equity Interests, as applicable, pledged pursuant to the Security Documents, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereof; (xi) evidence of property, business interruption and liability insurance covering each Eligible Property, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Administrative Agent as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance), in each case, in form and substance reasonably acceptable to the Administrative Agent, and if requested by the Administrative Agent, copies of such insurance policies; (xii) any other documents reasonably requested thereby or as required by the terms of the Security Documents to perfect or evidence its security interest in the Collateral; (xiii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 6.1.(b) through (e) and Section 6.2 have been satisfied; (xiv) a Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending September 30, 2019; (xv) a Disbursement Instruction Agreement effective as of the Agreement Date; (xvi) evidence that all indebtedness, liabilities or obligations owing by the Loan Parties under the Existing Credit Facilities shall have been paid in full and all Liens securing such indebtedness, liabilities or other obligations have been released; (xvii) evidence that the Fees, if any, then due and payable under Section 3.5., together with all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including without limitation, the fees and expenses of counsel to the Administrative Agent, have been paid; (xviii) copies of all Specified Derivatives Contracts in existence on the Agreement Date; and (xix) such other documents, agreements and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request; (xx) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (xxi) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (i) result in a Material Adverse Effect or (ii) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (xxii) the Borrower, the other Loan Parties and the other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (i) any Applicable Law or (ii) any agreement, document or instrument to which any Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which could not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin or impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (xxiii) the offering of the Equity Interests of the Parent, pursuant to an offering memorandum substantially similar to the draft thereof previously provided to the Administrative Agent and the Lenders, prior to the date hereof (the “Equity Offering”), shall have been completed on terms and conditions acceptable to the Administrative Agent, including, without limitation, the Parent’s receipt of gross cash proceeds of the Equity Offering in an aggregate amount not less than $175 million, and the capital structure and corporate structure of the Parent and its Subsidiaries shall be acceptable to the Administrative Agent; (xxiv) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act; and (xxv) each Loan Party or Subsidiary thereof that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, in each case at least five (5) Business Days prior to the Effective Date.

  • Condition Precedent The obligations of the parties to this Agreement are subject to the Receiver and the Corporation having received at or before Bank Closing evidence reasonably satisfactory to each of any necessary approval, waiver, or other action by any governmental authority, the board of directors of the Assuming Institution, or other third party, with respect to this Agreement and the transactions contemplated hereby, the closing of the Failed Bank and the appointment of the Receiver, the chartering of the Assuming Institution, and any agreements, documents, matters or proceedings contemplated hereby or thereby.

  • Additional Conditions Precedent No Lender has any ------------------------------- obligation to make any Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), unless the following conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Person in any Loan Document shall be true on and as of the date of such Loan or the date of issuance of such Letter of Credit as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority Lenders. (b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of Credit. (c) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could cause a Material Adverse Change to, Plains MLP's or Borrower's Consolidated financial condition or businesses since the date of the Initial Financial Statements. (d) Each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of Credit. (e) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Law. (f) Administrative Agent shall have received all documents and instruments which Administrative Agent has then requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person in this Agreement and the other Loan Documents, (ii the satisfaction of all conditions contained herein or therein, and (ii all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and date.

  • Mutual Conditions Precedent The respective obligations of the parties to complete the transactions contemplated by this Agreement shall be subject to the satisfaction, on or before the Effective Date, of the following conditions precedent, each of which may only be waived by the mutual consent of Lululemon and the LIPO Entities: (a) the Arrangement shall have been approved at the Meetings in accordance with any conditions (including securityholder approval) which may be imposed by the BCA or the Interim Order; (b) the Interim Order and the Final Order shall each have been obtained in form and terms satisfactory to each of the LIPO Entities and Lululemon, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to such parties, acting reasonably, on appeal or otherwise; (c) the steps contemplated in the Reorganization Agreement to be consummated prior to the consummation of the Arrangement shall have been consummated; (d) holders of no more than 2.5% of the aggregate number of LIPO Canada Shares and LIPO USA Shares issued and outstanding as of the date hereof shall have exercised their Dissent Rights (and shall not have lost or withdrawn such rights) in respect of the Arrangement; (e) there shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and there shall be no proceeding (other than an appeal made in connection with the Arrangement), of a judicial or administrative nature or otherwise, in progress or threatened that relates to or results from the transactions contemplated by this Agreement that would, if successful, result in an order or ruling that would preclude completion of the transactions contemplated by this Agreement in accordance with the terms hereof; (f) this Agreement shall not have been terminated pursuant to Section 6.3; (g) the Reorganization Agreement shall not have been terminated in accordance with its terms; and (h) the Lululemon Common Shares issuable pursuant to the Arrangement and on exchange of the Exchangeable Shares from time to time shall have been authorized for listing on the Nasdaq Global Market and the Toronto Stock Exchange, subject to official notice of issuance.

  • Condition Precedent to Requesting Payment Grantee will disburse program income, rebates, refunds, contract settlements, audit recoveries, and interest earned on such funds before requesting cash payments including any advance payments from the System Agency.