Conditions Precedent Sample Clauses

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. The effectiveness of this Amendment and the obligations of the Administrative Agent and each Lender hereunder are subject to the satisfaction, or waiver by the Administrative Agent, of the following conditions precedent on or before the date hereof (unless otherwise provided or agreed to by the Administrative Agent) in addition to the conditions precedent specified in Section 12.2 of the Credit Agreement: The Company shall have paid and/or reimbursed all reasonable fees, costs and expenses relating to this Amendment and owed to the Lender pursuant to the Credit Agreement in connection with this Amendment. The Company shall have delivered, or caused to be delivered, original fully completed, dated and executed originals of (i) this Amendment, and (ii) such other certificates, instruments, agreements or documents as the Administrative Agent may reasonably request (each of the foregoing certificates, instruments, agreements and documents described in this Section 4(B) (other than this Amendment) which constitute Loan Documents are hereinafter referred to collectively as the “Other Documents”). The Company shall have delivered certified copies of all documents evidencing any necessary corporate action, consents and governmental approvals (if any) required for the execution, delivery and performance by the Loan Parties of this Amendment and the Loan Documents referenced herein. The following statements shall be true and correct and the Company, by executing and delivering this Amendment to the Lender and the Administrative Agent, hereby certifies that the following statements are true and correct as of the date hereof: Other than as expressly contemplated by this Amendment, since the date of the most recent financial statements furnished by the Company to the Administrative Agent (which financial statements were true and correct in all material respects and otherwise conformed to the requirements set forth in the Credit Agreement for such financial statements), there shall have been no change which has had or will have a material adverse effect on the business, operations, properties or financial condition of the Loan Parties taken as a whole; The representations and warranties of the Company set forth in the Credit Agreement and the other Loan Documents (as amended by this Amendment) are true and correct in all respects on and as of the date of this Amendment with the same effect as though made on and as of such date, except to the extent such representations ...

Conditions Precedent. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent:

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:

Conditions Precedent. The effectiveness of this Agreement is subject to satisfaction of all of the following conditions precedent, each in form and substance satisfactory to the Administrative Agent and the Incremental Commitment Lenders: 7.1 Receipt by the Administrative Agent of fully executed copies of this Agreement and promissory notes for the Incremental Commitment Lenders. 7.2 Receipt of opinions of counsel for the Borrower and the Guarantors, including, among other things, organization and existence, due authorization, execution, delivery and enforceability of this Agreement. 7.3 Receipt of certificates of responsible officers or directors (as appropriate based on the applicable jurisdiction of organization) of the Borrower and Guarantors hereunder (i) attaching copies of the Organizational Documents certified by a secretary or assistant secretary to be true and correct as of the date hereof (or, if such Organizational Documents have not been amended, modified or supplemented since such Organizational Documents were delivered to the Administrative Agent in connection with the closing of the Credit Agreement, certifying that such Organizational Documents have not been amended, modified or supplemented since such delivery and remain true, correct and complete and in full force and effect as of the date hereof), (ii) attaching copies of the resolutions of its board of directors or managers (or analogous governing body) approving and adopting the transactions contemplated by this Agreement, and authorizing the execution and delivery thereof (which in each case may be included in the resolutions approving the Credit Agreement and the transactions contemplated thereby), certified by a secretary or assistant secretary to be true and correct as of the date hereof; (iii) attaching an incumbency certification identifying the responsible officers that are authorized to execute this Agreement and related documents and to act on their behalf in connection with this Agreement and the Credit Documents, and (iv) in the certificate given by PFS, confirming that no Default or Event of Default exists. 7.4 Payment of fees owing in connection with this Agreement, including upfront fees payable to the Incremental Commitment Lenders and fees and expenses of counsel for the Administrative Agent and the Lenders. For purposes of determining compliance with the conditions provided herein, each Incremental Commitment Lender shall be deemed to have consented to, approved or accepted, and to have be...

Conditions Precedent. 3.1 The amendment and restatement of each of the Original Loan Agreement and the Original Guarantee provided for in Clause 2 is conditional upon and shall not be effective unless and until the Agent has received the following in form and substance satisfactory to it: 3.1.1 prior to the date of this Deed, an updated integrated financial model for the NCLC Group for the period until 31 December 2017 reflecting the Sky Vessel Purchase Price Terms and the anticipated cost of acquisition of Breakaway 3 and Breakaway 4 (as each such term will be defined in the Loan Agreement) which is hereby agreed to have been satisfied by the financial model for the NCLC Group first delivered at the bankers’ meeting in London on 4 April 2012 and subsequently distributed by the Guarantor by email; 3.1.2 on the date of this Deed: (a) one (1) counterpart of this ▇▇▇▇ ▇▇▇▇ executed by the parties hereto; (b) a written confirmation from the New Process Agent that it will act for each of the Borrower, the Guarantor, the Shareholder, the Bareboat Charterer and the owners of the Hermes Vessels other than the Borrower (together the “Relevant Parties”) as agent for service of process in England in respect of this Deed; (c) evidence that each of the Lenders has received payment of the handling/work fee to which it is entitled as more particularly described in Clause 5.1; (d) the following corporate documents in respect of each of the Relevant Parties: (i) Certified Copies of any consents required from any ministry, governmental, financial or other authority for the execution of and performance by the respective Relevant Party of its obligations under this Deed or any document to be executed pursuant hereto or if no such consents are required a certificate from a duly appointed officer of the Relevant Party to this effect confirming that no such consents are required; (ii) a notarially attested secretary’s certificate of each of the Relevant Parties: (1) attaching a copy of its Certificate of Incorporation and Memorandum of Association and Bye-Laws (or equivalent constitutional documents) which do not prohibit the entering into of the transactions contemplated in this Deed; (2) giving the names of its present officers and directors; (3) setting out specimen signatures of such persons as are authorised by the Relevant Party to sign documents or otherwise undertake the performance of that Relevant Party’s obligations under this Deed; (4) giving the legal owner of its shares and the number o...

Conditions Precedent. Concurrently with the execution and delivery hereof (except to the extent otherwise indicated below), and as a further condition to the effectiveness of this Amendment and the agreement of Lender to the modifications and amendments set forth in this Amendment: (a) Lender shall have received, in form and substance satisfactory to Lender, evidence that (i) the Hanover 1998 Reorganization Agreements in connection with Phase I of the Hanover 1998 Reorganization have been duly executed and delivered by and to the appropriate parties thereto and (ii) the transactions contemplated by Phase I of the Hanover 1998 Reorganization have been consummated prior to, or contemporaneously with, the execution of this Amendment; (b) Each of Domestications LLC, HCS LLC, Tweeds LLC, Silhouettes LLC, Colonial Garden, HHFG LLC, HWA LLC and Keystone, Existing Borrowers and Existing Guarantors shall have delivered to Lender, in form and substance satisfactory to Lender, each of the following agreements to which it is a party, duly authorized, executed and delivered: (i) Second Amendment to Trademark Collateral Assignment and Security Agreement, dated November 14, 1995, by and among Hanover, Hanover Catalog, Scandia, Aegis Holdings, CSHI, Aust▇▇ ▇▇▇dings and Lender, providing for certain amendments to the existing exhibit(s) to such Trademark Collateral Assignment and Security Agreement, and any such documents, instruments or filings with respect thereto with the U.S. Patent and Trademark Office to protect such Collateral; (ii) First Amendment to Trademark Collateral Assignment and Security Agreement, dated November 14, 1995, by and among Gump's, Tweeds, Brawn and Lender, providing for certain amendments to the existing exhibit(s) to such Trademark Collateral Assignment and Security Agreement,, and any such documents, instruments or filings with respect thereto with the U.S. Patent and Trademark Office to protect such Collateral;] (iii) amendments to the Third Party Credit Card Acknowledgments setting forth such acknowledging parties' agreement to transfer to the Blocked Accounts all monies due and other funds payable to or for the account of Domestications LLC, HCS LLC, Tweeds LLC, Silhouettes LLC and Colonial Garden under the applicable Third Party Credit Card Agreements; (iv) evidence that notice has been received by the Customer List Escrow Agent setting forth any changes in ownership to all existing Customer Lists that are being held by the Customer List Escrow Agent pursuant t...

Conditions Precedent. The effectiveness of this Amendment shall be subject to the satisfaction of the following conditions, in each case, in form and substance reasonably satisfactory to the Administrative Agent (such date on which the Amendment becomes effective, the “Amendment No. 6 Effective Date”): (a) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of (i) this Amendment from the Company, the Borrower, the Guarantors, the Prior Specified Additional Guarantors, the Specified Additional Guarantor, Fortress, as Administrative Agent and Collateral Agent and in its Individual Capacity, and the Lenders, (ii) the Amendment No. 6 Fee Letter from the Company and the Borrower and the Lenders, (iii) that certain Fee Letter (as amended and restated as of the Amendment No. 6 Effective Date) from the Company and the Borrower and Fortress Credit Corp. and (iv) the Amended and Restated Specified Additional Guaranty from ▇▇▇▇ ▇▇▇▇▇▇▇ and [the Administrative Agent]; (b) the Administrative Agent shall have received a certificate of a Responsible Officer of each Credit Party setting forth (i) resolutions of its board of directors or other appropriate governing body with respect to the authorization of such Credit Party, as applicable, to execute and deliver this Amendment and the other Loan Documents contemplated hereby to which it is a party and enter into the transactions contemplated by this Amendment, the Credit Agreement and the other Loan Documents, (ii) the officers of such Credit Party, as applicable, (A) who are authorized to sign this Amendment and the other Loan Documents contemplated hereby to which such Credit Party is a party and (B) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Amendment and the Credit Agreement and the transactions contemplated hereby and thereby, (iii) specimen signatures of such authorized officers and (iv) the articles or certificate of incorporation and by-laws or other applicable organizational documents of such Credit Party, as applicable, certified by such Responsible Officer as being true and complete; provided, that, for the purposes of this Section 2.1(b), “Credit Party” shall include Parent; (c) the Administrative Agent shall have received certificates of the appropriate State agencies with...

Conditions Precedent. This Amendment shall become effective as of the date first set forth above upon receipt by the Agent of the following: (a) this Amendment, duly executed by the Borrower and the Lenders; (b) evidence of the Guarantors' consent to this Amendment, substantially in the form of Exhibit A hereto; (c) modification of the Mortgage, in form and substance to the Agent, and such title endorsement(s) as the Agent shall reasonably request; (d) the warrant agreements dated as of March 4, 2002, substantially in the form of Exhibit B hereto, duly executed by the Borrower and exercisable for an aggregate amount of 66,667 common shares of the Borrower; (e) resolutions of the board of directors of the Borrower, authorizing this Amendment and the warrant agreements referenced in Section 3(d) hereto, certified by a Responsible Officer of the Borrower; (f) an opinion of counsel to the Borrower regarding this Amendment and the warrant agreements referenced in Section 3(d) hereto, in form and substance satisfactory to the Agent; (g) modification of the Security Agreement and each Guarantor Security Agreement, in form and substance satisfactory to the Agent, containing changes necessary to reflect the revised Article 9 to the Uniform Commercial Code; (h) an amendment and waiver fee of $183,342.50, in immediately available funds, to be shared pro rata by each Lender, and all outstanding fees and expenses of the Agent including legal fees incurred in connection with the negotiation, drafting and execution of this Amendment; and (i) such other documents, agreements and opinions as the Agent or any Lender may request.