Conditions for Effectiveness Clause Samples
The "Conditions for Effectiveness" clause defines the specific requirements that must be satisfied before a contract or agreement becomes legally binding and enforceable. Typically, these conditions may include obtaining regulatory approvals, securing financing, or the completion of due diligence by one or both parties. By clearly outlining these prerequisites, the clause ensures that both parties understand what must occur before their obligations commence, thereby reducing uncertainty and preventing disputes over when the contract takes effect.
Conditions for Effectiveness. This Contract comes into effect after it is signed, or affixed with common seal, by Party A's legal representative (responsible officer) or authorized agent, and signed, or affixed with common seal, by Party B's responsible officer or authorized agent.
Conditions for Effectiveness. [Pursuant to Regulation S-K, Item 601(a)(5), this Schedule setting forth the Conditions for Effectiveness has not been filed. The Registrant agrees to furnish supplementally a copy of any omitted schedules to the Securities and Exchange Commission upon request; provided, however, that the Registrant may request confidential treatment of omitted items.]
Conditions for Effectiveness. The effectiveness of each Supplemental Confirmation and the related Transaction on the Effective Date for such Transaction shall be subject to (i) the condition that the representations and warranties of Counterparty contained in the Underwriting Agreement and any certificate delivered pursuant thereto by Counterparty or any subsidiary of Counterparty are true and correct on the Effective Date as if made as of the Effective Date, (ii) the condition that Counterparty has performed all of the obligations required to be performed by it under the Underwriting Agreement on or prior to the Effective Date, (iii) the satisfaction of all of the conditions set forth in Section 3 and Section 6 of the Underwriting Agreement, (iv) the condition that the Underwriting Agreement shall not have been terminated pursuant to Section 10 thereof and (v) the condition that neither of the following has occurred (A) in Dealer’s commercially reasonable judgment, Dealer (or its affiliate) is unable through commercially reasonable efforts to borrow and deliver for sale a number of Shares equal to the Number of Shares, or (B) in Dealer’s commercially reasonable judgment, either it would be impractical for Dealer to borrow and deliver such number of Shares equal to the Number of Shares or Dealer (or its affiliate) would incur a Stock Loan Fee of more than a rate equal to 200 basis points per annum to do so (in each such event such Supplemental Confirmation shall be effective but the Number of Shares for such Transaction shall be the number of Shares Dealer (or an affiliate thereof) is able to borrow in connection with establishing its commercially reasonable hedge position at or below such cost. Counterparty’s obligations hereunder shall be subject to the condition precedent that Dealer and each affiliate of Dealer that is an Underwriter (as such term is defined in the Underwriting Agreement) shall have performed, on or prior to the Effective Date, all of the obligations required to be performed by it prior to the Effective Date under the Underwriting Agreement.
Conditions for Effectiveness. 4.1 Precondition for Party B to perform its obligations The precondition for Party B to pay equity transfer price is as follows: completion of the amendment to the Articles of Association according to this Agreement.
Conditions for Effectiveness. The respective obligations hereunder of Georgia Power to sell capacity and energy to Oglethorpe Power, and of Oglethorpe Power to purchase capacity and energy from Georgia Power, are conditioned upon:
(1) The receipt by Georgia Power of acceptance by the FERC of this Agreement, without modification, as a service agreement pursuant to the Tariff.
(2) The receipt by Georgia Power of acceptance by the FERC of termination of the BPSA, without modification, effective with the commencement of service pursuant to this Agreement.
(3) If a Governmental Authority other than FERC properly asserts jurisdiction regarding approval of this Agreement, the receipt of any required approvals of this Agreement, without modification by such Governmental Authority.
(4) For the LT Resources, the receipt by Oglethorpe Power of approval by at least seventy-five percent (75%) of its board of directors and approval by at least seventy-five percent (75%) of its EMCs of this Agreement. Georgia Power and Oglethorpe Power shall cooperate with each other, as the other may reasonably request, in connection with the procurement of such acceptance from the FERC and any required approvals of any Governmental Authorities.
Conditions for Effectiveness. This Agreement shall become effective, and the obligation of each Lender to advance any initial Revolving Loans, shall only take effect, on the date (the “Effective Date”) on which each of the following conditions has been satisfied (or waived in accordance with Section 9.11):
(a) The Lender shall have received counterparts of this Agreement duly executed (including by facsimile or other electronic means) by all parties to this Agreement.
(b) The Lender shall have received evidence that, substantially concurrently with the Effective Date, the TP LLC IPO shall occur.
(c) Each of the representations and warranties of the Loan Parties set forth herein and in the other Credit Documents shall be true and correct in all material respects as of the Effective Date, except to the extent that any such representation or warranty relates solely to an earlier date, in which case it shall have been true and correct in all material respects as of such earlier date.
(d) No Default or Event of Default shall have occurred and be continuing.
(e) Payment of all fees and all expenses incurred through the Effective Date then due and owing to the Lenders pursuant to this Agreement, and as otherwise agreed in writing by the Borrower.
(f) Each Lender that is organized under the laws of any jurisdiction other than the United States of America or any State thereof shall have delivered to the Borrower any applicable forms as described in Section 3.3(f) or clause (i) of Section 9.10(e).
Conditions for Effectiveness. The effectiveness of this Agreement is subject to FRANCHISEE's satisfaction of each and all of the conditions set forth below, each of which may be waived in whole or in part by CITY. Any such waiver must be in writing.
Conditions for Effectiveness. The COMMISSIONER is entitled to reject for filing any lease submitted that the COMMISSIONER feels is not in the best interest of the state. Upon receipt of the COMMISSIONER's approval of this lease, the prospective LESSEE shall finalize this lease, have it recorded in each of the counties in which the leased premises are located, file a certified copy of each such recorded lease in the General Land Office and submit, along with the required certified copies of this lease, the bonus accruing to the State and the appropriate filing fees. No lease executed by the owner of the soil is binding on the state or effective until: copy; and
(a) it is approved by the COMMISSIONER;
(b) it recites the actual consideration paid or promised for the lease;
(c) the required certified copies of this lease are filed in the General Land Office and are accompanied by the appropriate filing fee for each such
(d) the bonus accruing to the state is paid to the COMMISSIONER; The filing fee due under this section shall be determined by the applicable statute and/or administrative rule in effect at the time this lease is filed in the General Land Office.
Conditions for Effectiveness. The amendments set out herein shall be conditional upon satisfaction of the conditions set out below, in form and substance satisfactory to the Agent, and shall become effective on the date of the Agent giving written confirmation of such satisfaction:
(a) a confirmation agreement in respect of the Luxembourg law governed share pledge agreement dated 23 November 2022, governed by the laws of the Grand Duchy of Luxembourg (the “Lux Confirmation Agreement”);
(b) the certificate of incorporation/registration (and any related certificate of incorporation on change of name and certificate of good standing) (or equivalent) of the Borrowers and the and the Luxembourg Pledgor (as defined below), including, but not limited to, in relation to the Luxembourg Borrower and the Luxembourg Pledgor (as defined below) (A) an excerpt (extrait) from the R.C.S. dated as of the date of this Amendment Letter, (B) a certificate of non-registration of a judicial decision or administrative dissolution without liquidation (certificat de non-inscription d'une décision judiciaire ou de dissolution administrative sans liquidation) from the R.C.S. dated as of the date of this Amendment Letter and (C) a domiciliation certificate confirming that all legal requirements of the Luxembourg Domiciliation Law have been complied with by the Luxembourg Borrower and the Luxembourg Pledgor;
(c) to the extent not already provided to the Agent in connection with the Facility Agreement, the latest available versions of the constitutional (or similar) documents of the Borrowers, including, but not limited to, the articles of association and by-laws;
(d) the minutes of a meeting (or as appropriate, a copy of a resolution) of the board of directors, managers, or as applicable, the branch manager of (i) the Borrowers on behalf of themselves and, where applicable, also as Obligor’s Agent on behalf of the other Obligors; (ii) the and the Luxembourg Pledgor (as defined below); (iii) PRA Group Europe Portfolio AS, Oslo, Zweigniederlassung Zug; and (iv) PRA Group Switzerland Portfolio AG:
(i) approving and authorising the execution, delivery and performance of this Amendment Letter and, as applicable, the Lux Confirmation Agreement, on the terms and conditions herein;
(ii) showing that the relevant board meeting had appropriate quorum, that due consideration was given by all the relevant directors present of the relevant company’s obligations and liabilities arising under those documents and that all declarat...
Conditions for Effectiveness. This Tenth Amendment shall be effective upon its execution and delivery by the Company and the Bank and the receipt by the Bank of:
(a) Project Financing Note No. 5, duly executed by the Company;
(b) The satisfaction of all conditions in the Loan Authorization Agreement between the Bank and the Ex-Im Bank relating to Project Loan No. 5;
(c) the $38,750 facility fee, and
(d) such other documents as the Bank may reasonably request relating to this Tenth Amendment.