Conditions Precedent Sample Clauses
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Conditions Precedent. This Amendment shall become effective, as of the date hereof, upon satisfaction of all of the following conditions precedent:
(a) The Company shall have filed with the Commission not later than the date hereof, in compliance with Sections 4, 7(b) and all other applicable provisions of the DMA, the following documents:
(i) the Post-Effective Amendment;
(ii) an amended Proxy Statement; and
(iii) an Amendment No. 1 to the Schedule TO.
(b) This Amendment shall have been duly executed and delivered by each of the parties hereto.
(c) The representations and warranties of the Company in Section 2 hereof shall be true and correct, and the Dealer Manager shall have received an officer’s certificate, in form and substance reasonably satisfactory to the Dealer Manager, of the Company to the effect set forth in Section 3(e) hereof.
(d) All consents, approvals, authorizations and licenses required in connection with the execution and delivery by the Company of this Amendment shall have been obtained and shall be in full force and effect.
(e) The Company shall have furnished to the Dealer Manager a certificate, dated the date hereof, of its Chairman of the Board, its President or a Vice President and its chief financial officer stating that: (i) such officers have carefully examined the Initial Registration Statement and the Post-Effective Amendment (referred to in such certificate collectively as the “Registration Statement”), any Permitted Free Writing Prospectus and the Prospectus and, in their opinion, the Registration Statement and each amendment thereto, as of the respective dates thereof, and as of the date of this Amendment did not include any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Prospectus, as of its date and as of the date hereof, any Permitted Free Writing Prospectus as of its date and as of the date hereof, and each amendment or supplement to the Prospectus, as of the respective date thereof and as of the date hereof, did not include any untrue statement of a material fact and did not omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances in which they were made, not misleading; (ii) to their knowledge after reasonable investigation, since the effective date of the Initial Registration Statement, no event has occurred which should have been, but has not been, set...
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., T▇▇▇▇ Bahama Group, Inc., T▇▇▇▇ 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...
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. This Amendment shall become effective as of the date hereof (the “Amendment Effective Date”), subject to the satisfaction of the following conditions precedent:
Conditions Precedent. The effectiveness of the waivers and amendments set forth herein is subject to the fulfillment, to the satisfaction of the Agent and its counsel, of the following conditions precedent:
(a) Borrower shall have delivered to the Agent the following, all of which shall be in form and substance satisfactory to the Agent and shall be duly completed and executed by all parties:
(i) this Agreement;
(ii) copies of the executed merger agreement and all other material documents executed and delivered in connection with the Transactions;
(iii) the Acquirer Guaranty and Acquirer Pledge Agreement, in the respective forms attached hereto as Exhibits B and C;
(iv) a certificate of the Secretary or Assistant Secretary of Borrower certifying (A) the resolutions of the board of directors of Borrower (1) approving the execution, delivery and performance of this Agreement and (2) authorizing the Transactions, (B) true and correct copies of the certificate or articles of formation and operating agreement of Borrower, and (C) the incumbency and signature of the officers of Borrower executing this Agreement;
(v) a certificate of the Secretary or Assistant Secretary of the Acquirer certifying (A) the resolutions of the board of directors of the Acquirer (i) acknowledging the Credit Agreement and this Agreement and (ii) authorizing execution, delivery, and performance of the Acquirer Guaranty (B) true and correct copies of the certificate or articles of incorporation and bylaws of the Acquirer, and (C) the incumbency and signature of the officers of the Acquirer executing the Acquirer Guaranty;
(vi) good standing certificates with respect to each of Borrower and the Acquirer issued by the secretary of state of the respective jurisdiction of formation of each such entity as of a date no more than thirty (30) days prior to the date hereof;
(vii) opinion of Drinker B▇▇▇▇▇ & R▇▇▇▇ LLP, counsel to Borrower, covering such matters relating to Borrower, this Agreement and the additional documents executed and delivered pursuant hereto as the Agent may reasonably request;
(viii) opinion of M▇▇▇▇▇▇▇▇ Will & E▇▇▇▇ LLP, counsel to the Acquirer, covering such matters relating to the Acquirer, the Acquirer Guaranty and the Acquirer Pledge Agreement as the Agent may reasonably request; and
(ix) such additional documents, certificates and information as Agent may require pursuant to the terms hereof or otherwise reasonably request.
(b) The Transactions shall have been consummated as described in E...
Conditions Precedent. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent:
Conditions Precedent. This Second Collateral Call Extension Letter shall become effective as of the date first above written when and only when, on or before October 11, 2002, the following conditions shall have been satisfied:
(a) NRG Energy and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each of the Signing Agents a copy of this Second Collateral Call Extension Letter;
(b) Each of the Signing Agents shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement.
(c) NRG Energy shall have delivered to each of the Agents the following financial and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)):
(i) a 13-week forecast of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such ...
Conditions Precedent. 48 5.1 Conditions to Initial Extension of Credit...................... 48 5.2 Conditions to Each Extension of Credit......................... 53
Conditions Precedent. The obligation of each Lender to make any Loan on any Credit Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 11.5, of the following conditions precedent:
(1) the Administrative Agent and the Lenders shall have received a fully executed and delivered Funding Notice relating thereto;
(2) the principal amount of the Loans to be made in such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such time;
(3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan;
(4) as of such Credit Date, the representations and warranties contained herein and in the other Transaction 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; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and
(5) 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 a Default or an Event of Default. Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no...
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: