Additional Conditions Precedent Clause Samples
The "Additional Conditions Precedent" clause sets out specific requirements or events that must be satisfied before a party is obligated to perform its contractual duties, such as making payments or delivering goods. These conditions may include obtaining regulatory approvals, securing financing, or receiving third-party consents, and they are typically tailored to the unique circumstances of the agreement. By clearly defining these prerequisites, the clause ensures that parties are not bound to proceed until all necessary conditions are met, thereby managing risk and providing certainty regarding the timing and enforceability of contractual obligations.
POPULAR SAMPLE Copied 1 times
Additional Conditions Precedent. Each Transfer shall be subject to ------------------------------- the further conditions precedent that:
(a) on or prior to the date of such Transfer, the Collection Agent shall have delivered to the Administrative Agent, in form and substance satisfactory to the Administrative Agent, a completed Transferor Report dated within 30 days prior to the date of such Transfer together with a listing by Obligor of all Receivables and such additional information as may reasonably be requested by the Administrative Agent;
(b) on the date of such Transfer the following statements shall be true (and acceptance of the proceeds of such Transfer shall be deemed a representation and warranty by the Transferor that such statements are then true):
(i) The representations and warranties of the Transferor contained in Exhibit III are correct on and as of the date of such Transfer as though made on and as of such date;
(ii) The representations and warranties of the Originator contained in the Transaction Documents are correct on and as of the date of such Transfer as though made on and as of such date;
(iii) No event has occurred and is continuing, or would result from such Transfer, that constitutes a Trigger Event or Potential Trigger Event; II_3
(iv) The Facility Termination Date shall not have occurred or, in the case of PARCO, no PARCO Termination Event shall have occurred;
(v) The Aggregate Capital does not exceed the Transfer Limit;
(vi) The outstanding Outstanding Balance of all Eligible Receivables is not less than the Required Balance.
(c) the Administrative Agent shall have received such other approvals, opinions or documents as it may reasonably request; and
(d) the Administrative Agent shall have received the list of the Related Contracts to be included in such Transfer that is required to be delivered pursuant to paragraph (j) of Exhibit IV hereof. II_4 EXHIBIT III
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 Administrativ...
Additional Conditions Precedent. The obligation of the Lender to make the Loan is subject to the satisfaction of the following additional conditions precedent:
(a) There shall be no pending or, to the knowledge of the Borrower after due inquiry, threatened litigation, proceeding, inquiry, or other action (i) seeking an injunction or other restraining order, damages, or other relief with respect to the transactions contemplated by this Agreement or the other Loan Documents or thereby or (ii) which affects or could affect the business, prospects, operations, assets, liabilities, or condition (financial or otherwise) of the Borrower, except, in the case of clause (ii), where such litigation, proceeding, inquiry, or other action could not be expected to have a Material Adverse Effect in the judgment of the Lender;
(b) all representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct on and as of the date of such Loan as if then made, other than representations and warranties that expressly relate solely to an earlier date, in which case they shall have been true and correct as of such earlier date;
(c) no Event of Default or event which with the giving of notice or the passage of time, or both, would constitute an Event of Default shall have occurred and be continuing or would result from the making of the requested Loan as of the date of such request; and
(d) the Borrower shall be deemed to have hereby reaffirmed and ratified all security interests, liens, and other encumbrances heretofore granted by the Borrower to the Lender.
Additional Conditions Precedent. In addition to the conditions in paragraphs (a), (b) and (c) above, each Substitution shall be subject to the satisfaction of the following conditions precedent:
Additional Conditions Precedent. The obligations of the Developer in respect of the Commercial Development Project, the Redevelopment Project and the Station Development Project shall be subject to the satisfaction by Authority of each of the Conditions Precedent, if any, set forth in the SCDA.
Additional Conditions Precedent. (i) The Commercial Development Project, the Redevelopment Project and the Station Development Project shall be further subject to the due satisfaction of each of the Conditions Precedent set forth in the SCDA.
Additional Conditions Precedent. The obligations of the Facility Manager in respect of the SFM Project shall be subject to the due satisfaction by Authority of each of the Conditions Precedent set forth in SCSFMA.
Additional Conditions Precedent. (a) The SFM Project shall be subject to the due satisfaction by Facility Manager of each of the Conditions Precedent set forth in SCSFMA.
Additional Conditions Precedent. Purchaser's obligations hereunder are subject to satisfaction by Seller of the following conditions precedent on or before the Closing Date:
A. Lessee shall have inspected, approved and accepted the Equipment for lease pursuant to a Certificate of Acceptance under the Lease on or before Closing Date;
B. Seller shall have delivered to Purchaser one certified copy of the Lease and the Lease Documents (including the original executed copy of the Schedule marked "Counterpart No. 1" and all schedules and attachments thereto, the Certificate of Acceptance, and a certified true and complete copy of the Master Lease, all as may have been amended from time to time up to and including the Closing Date) in substantially the form that has been presented to Purchaser, comprising all of the fully executed "originals" thereof except only those in the possession of Lender or Lessee;
C. Seller shall have delivered to Purchaser documentation reasonably supporting the validity and enforceability of Lessee's obligations under the L▇▇▇▇, the Lease Documents and the Notice, which may include, without limitation, a secretary's certificate regarding incumbency and corporate resolutions and an opinion of counsel;
D. Seller shall have delivered to Purchaser documentation reasonably supporting the validity and enforceability of Seller's obligations under the Lease Documents and the Transfer Documents, which shall include, without limitation, a secretary's certificate regarding incumbency and corporate resolutions and an opinion of counsel;
E. Seller shall have deliver▇▇ ▇▇ ▇urchaser appropriate "Lessee/Lessor" UCC-1 financing statements signed by Seller and Lessee, as assigned ▇▇ ▇▇▇chaser;
F. Lessee shall not, between the date hereof and the Closing Date, have (i) ceased doing business as a going concern or, in the reasonable opinion of Purchaser, suffered a material adverse change in its financial or operating condition through and including the Closing Date; (ii) made an assignment for the benefit of creditors, admitted in writing its inability to pay its debts as they mature or generally failed to pay its debts as they become due; (iii) initiated any voluntary bankruptcy or insolvency proceeding; (iv) failed to obtain the discharge of any bankruptcy or insolvency proceeding initiated against it by others within 60 days of the date such proceedings were initiated; or (v) requested or consented to the appointment of a trustee or receiver with respect to itself or for a substantial...
Additional Conditions Precedent. The obligations of the Lenders to make any Loans is subject to the further condition precedent that: (a) no Default or Event of Default shall exist as of the date of the making of such Loans or would exist immediately after giving effect thereto; and (b) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely 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) and except for changes in factual circumstances not prohibited under the Loan Documents. Each Credit Event shall constitute a certification by the Parent and the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, if such Credit Event is the making of a Loan, the Parent and the Borrower shall be deemed to have represented to the Agent and the Lenders at the time such Loan is made that all conditions to the occurrence of such Credit Event contained in this Article V have been satisfied.