Other Conditions Precedent Sample Clauses
The "Other Conditions Precedent" clause defines additional requirements that must be satisfied before a contract or specific obligations within it become effective. These conditions may include obtaining regulatory approvals, securing financing, or the completion of certain actions by one or both parties. By specifying these prerequisites, the clause ensures that all necessary factors are in place before the parties are legally bound, thereby reducing risk and preventing premature enforcement of contractual duties.
Other Conditions Precedent. Each of the conditions set forth in Sections 4.1.4, 4.1.5, 4.1.6 and 4.1.10 shall have been satisfied unless the failure of any such condition to be satisfied is the result of any action or inaction by Mortgagee.
Other Conditions Precedent. Each of the conditions set forth in Sections 4.1.4, 4.1.5, 4.1.6, 4.1.7, 4.1.8, 4.1.9, 4.1.10, 4.1.11, 4.1.12 and 4.1.13 shall have been satisfied or waived by Owner, unless the failure of any such condition to be satisfied is the result of any action or inaction by Owner.
Other Conditions Precedent. If any of the conditions set forth in this paragraph 6.3 have not been satisfied on or before the Effective Time, AMT, on behalf of the Acquired Fund, or MainStay Funds, on behalf of the Acquiring Fund, shall, at its option, not be required to complete the transactions contemplated by this Agreement.
(a) The Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the holders of the outstanding Acquired Fund Shares in accordance with the provisions of AMT’s Declaration of Trust and By-Laws, applicable Massachusetts law and the 1940 Act and the regulations thereunder, and certified copies of the resolutions evidencing such approval shall have been delivered to the Acquiring Fund. Notwithstanding anything herein to the contrary, AMT and MainStay Funds, on behalf of either the Acquired Fund or the Acquiring Fund, respectively, may not waive the conditions set forth in this paragraph 6.3(a).
(b) Each of the conditions to the Closing set forth in Section 7 of the Asset Purchase Agreement between New York Life Investments and AIM for the sale of assets related to the management of the Acquired Fund (hereinafter referred to as the “Purchase Agreement”) have been satisfied or waived by the relevant party, including, unless waived by New York Life Investments, the assets under management with respect to the Partial Closing Fund(s) (as defined in the Purchase Agreement) for which requisite approvals have been received must be greater than $1 billion in the aggregate on the closing date of the Fund Reorganization Transactions (as defined in the Purchase Agreement) or such Partial Closing (as defined in the Purchase Agreement) in the case of a Partial Closing. Notwithstanding any other provision in this Agreement, New York Life Investments may waive the conditions set forth in this paragraph 6.3(b).
(c) At the Effective Time, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, nor instituted any proceeding seeking to enjoin the consummation of the Reorganization contemplated by this Agreement under Section 25(c) of the 1940 Act and no action, suit or other proceeding shall be pending or, to the knowledge of AMT or MainStay Funds, threatened 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.
(d) All consents of other parties and all other ...
Other Conditions Precedent. MCC has determined in its discretion that:
(i) all applicable conditions precedent in Annex II have been duly satisfied, deferred, or waived as provided in this Agreement;
(ii) no material default or breach of any covenant, obligation or responsibility by the Government, MCA-Benin Regional or any Government entity has occurred and is continuing under the Compact, this Agreement or any other Supplemental Agreement;
(iii) the activities to be funded with such Disbursement shall not violate any applicable law or regulation;
(iv) the Implementation Plan Documents are current and updated and are in form and substance satisfactory to MCC, and there has been both progress on, and compliance with, the components of the Implementation Plan for any relevant Projects or Activities related to such Disbursement (including the targets set forth therein and any applicable reporting requirements set forth therein for the relevant Disbursement Period), in each case, satisfactory to MCC;
(v) all Government entities involved in the implementation of the Program, including the Implementing Entities, are coordinating successfully with MCA-Benin Regional and dedicating the necessary staff and other resources to ensure successful implementation of the Program;
(vi) there has been no material negative finding in any financial audit report delivered in accordance with the Compact and Audit Plan, for the prior two quarters (or such other period as the Audit Plan may require);
(vii) any Taxes paid with MCC Funding through the date ninety (90) days prior to the start of the applicable Disbursement Period have been reimbursed by the Government in full in accordance with Section 2.8(c) of the Compact;
(viii) the Government has satisfied all of its payment obligations, including any insurance, indemnification, tax payments, or other obligations, and contributed all resources required from it, under the Compact, this Agreement and any other Supplemental Agreement;
(ix) MCC does not have grounds for concluding that any matter certified to it in the related MCA Disbursement Certificate, Procurement Agent Disbursement Certificate or Fiscal Agent Disbursement Certificate is not as certified;
(x) no act, omission, condition, or event has occurred that would be the basis for MCC to suspend or terminate, in whole or in part, the Compact or MCC Funding in accordance with Section 5.1 of the Compact;
(xi) each of the Key Staff remains engaged, or if a position is vacant, MCA- Benin Regional is act...
Other Conditions Precedent. Each of the conditions set forth in Sections 5.1.4, 5.1.6, 5.1.7 and 5.1.11 shall have been satisfied unless the failure of any such condition to be satisfied is the result of any action or inaction by Owner Trustee.
Other Conditions Precedent. Each of the conditions set forth in Sections 5.1.3 (as to all Participants), 5.1.4, 5.1.5, 5.1.6, 5.1.7 (as to Indenture Defaults or Indenture Events of Default not constituting Lease Defaults or Lease Events of Default, respectively), 5.1.8, 5.1.9, 5.1.10, 5.1.11, 5.1.12, 5.1.13 and 5.1.14 shall have been satisfied or waived by Lessee, unless the failure of any such condition to be satisfied is the result of any action or inaction by Lessee.
Other Conditions Precedent. The Borrowers shall have completed all proceedings taken in connection with the transactions contemplated by this Agreement and delivered to the Administrative Agent all other documentation and other items incident thereto, and each shall be satisfactory to the Administrative Agent and its legal counsel, Mayer, Brown, Rowe & Maw, LLP.
Other Conditions Precedent. If any of the conditions set forth in this paragraph 6.3 have not been satisfied on or before the Effective Time, the Target Fund or the Acquiring Fund shall, at their option, not be required to consummate the transactions contemplated by this Agreement.
a. The Agreement and the transactions contemplated herein shall have been approved by (i) the Managing Member of Upholdings LLC in accordance with Upholdings LLC’s Operating Agreement, and (ii) to the extent required, the member investors of the Target Fund. Notwithstanding anything herein to the contrary, neither Upholdings LLC, on behalf of the Target Fund, nor Alpha Trust on behalf of the Acquiring Fund, respectively, may waive the conditions set forth in this paragraph 6.3(a).
b. At the Effective Time, no action, suit or other proceeding shall be pending or, to the knowledge of Upholdings LLC, threatened 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.
c. All consents of other parties and all other consents, orders and permits of Federal, state and local regulatory authorities deemed necessary by the parties 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 the Acquiring Fund or the Target Fund, provided that either party hereto may for itself waive any of such conditions.
d. Upholdings LLC and Alpha Trust shall have received an opinion of Practus, LLP as to federal income tax matters substantially to the effect that, based on the facts, representations, assumptions stated therein and in the Target Fund Tax Representation Certificate and the Acquiring Fund Tax Representation Certificate and further conditioned on consummation of the Reorganization in accordance with this Agreement, for federal income tax purposes with respect to the Reorganization:
i. The Acquiring Fund will recognize no gain or loss on its receipt of the assets held in the Target Fund’s account received in exchange for the Acquiring Fund Shares pursuant to Section 1032(a) of the Code.
ii. The Acquiring Fund’s basis in the assets received from the Target Fund will equal the basis of such assets in the hands of the Target Fund immediately prior to the transfer pursuant to Section...
Other Conditions Precedent. The conditions precedent to the Letter of Credit Reimbursement Agreement shall have been satisfied concurrently.
Other Conditions Precedent. Each of the following conditions shall have been satisfied to the satisfaction of Lessor on or before Delivery of the Aircraft on the Delivery Date or, if earlier, the time specified below in respect of the relevant condition: