Conditions Precedent and Conditions Subsequent Sample Clauses
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Conditions Precedent and Conditions Subsequent. 2.1 The Effective Date cannot occur unless:
(a) the Agent has received (or on the instructions of all the Lenders, waived receipt of) all of the documents and other evidence listed in Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Agent;
(b) save as disclosed in writing to the Agent and SACE prior to the date of this Agreement, the representations and warranties contained in Clause 3 (Representations) are true and correct on, and as of, each such time as if each was made with respect to the facts and circumstances existing at such time;
(c) save as disclosed in writing to the Agent and SACE prior to the date of this Agreement, no Event of Default, event or circumstance specified in clause 19 (Events of Default) of the Facility Agreement which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default, event resulting in mandatory prepayment of the Loan pursuant to clause 17.3 (Mandatory prepayment – Sale and Total Loss) and clause 17.4 (Mandatory prepayment – SACE Insurance Policy) of the Facility Agreement or Deferral Prepayment Event shall have occurred and be continuing or would result from the amendment of the Facility Agreement pursuant to this Agreement; and
(d) the Agent is satisfied that the Effective Date can occur and has not provided any instructions to the contrary informing the Parties that the Effective Date cannot occur.
2.2 Upon fulfilment or waiver of the conditions set out in Clause 2.1 above, the Agent shall provide the Borrower, the Creditor Parties and SACE with a copy of the executed certificate in the form set out in Schedule 4 (Form of Effective Date Certificate) confirming that the Effective Date has occurred and such certificate shall be binding on all Parties.
2.3 Within the time period set out in Schedule 3 (Conditions Subsequent), the Agent shall have received (or on the instructions of all the Lenders, waived receipt of) all of the documents and other evidence listed therein in form and substance satisfactory to the Agent.
2.4 Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent provides the certificate described in Clause 2.2 above, the Creditor Parties 4 authorise (but do not require) the Agent to execute and provide such certificate. The Agent shall not be liable for any damages, costs or losses whatsoever ...
Conditions Precedent and Conditions Subsequent. 3.1. The Loan may be disbursed by the Lender to the Borrower, in one or more tranches and subject to the terms of Clause 2 (Amount of the Loan) hereof, upon fulfillment of the conditions precedent set out in Clause 3.2 (Conditions Precedent and Conditions Subsequent) below and such additional conditions precedent set out in Schedule I hereto (which may even include conditions precedent to drawdown of different portions of the Loan), which conditions must be complied with by the Borrower, prior to the first Date of Disbursement and each subsequent Date of Disbursement. The Lender may at its sole discretion waive or modify any or all of the Conditions Precedent, provided in Clause 3.2 (Conditions Precedent and Conditions Subsequent) below or the additional conditions precedents specified in Schedule I hereto. It is hereby clarified that the Lender shall not be required to disburse any part of the Loan to the Borrower, unless the Borrower has complied with each of the Conditions Precedent (to the extent not expressly waived in writing by the Lender) and the Lender has received all of the documents and other evidences in relation to the fulfillment of the Conditions Precedent listed in Clause 3 (Conditions Precedent and Conditions Subsequent).
Conditions Precedent and Conditions Subsequent. 3.1. The Loan may be disbursed by the Lender to the Borrower, in one or more tranches and subject to the terms of Clause 2 (the Loan), upon fulfilment of the conditions precedent set out in Schedule V (Conditions Precedent and Conditions Subsequent), which conditions must be complied with by the Borrower, prior to the first Date of Disbursement (“Conditions Precedent”). It is hereby clarified that the Lender shall not be required to disburse any part of the Loan, unless the Borrower has complied with each of the Conditions Precedent (to the extent not expressly waived in writing by the Lender) and the Lender has received all of the documents and other evidences in relation to the fulfilment of the Conditions Precedent listed in Schedule V.
Conditions Precedent and Conditions Subsequent. 4.1 The obligation of Lender to honor the Commitment is subject to the following conditions precedent:
(a) The representations and warranties of Borrowers set forth herein, or in any other document furnished to Lender in connection herewith, shall be true and coreect, when made and on and as of the date of the renewal of the Obligations pursuant hereto, as if restated in lull on and as of such date;
(b) Lender shall have received specific corporate resolutions of Development Corporation and Holdings and proof of authority for the person or persons signing this Amendment, the Note or any of the Collateral Documents on behalf of Lumber Company or any Guarantor which is a trust or estate, all of which must be satisfactory in form and substance to Lender;
(c) Lender shall have received, in form and substance satis%ctory to Lender, fully executed counterparts of this Amendment, the Note, and the modification to the Lumber Company Note;
(d) No Default or Event of Default exists hereunder or shall result from the transactions contemplated hereby (except as may have been waived by Lender in writing);
(e) Lender shall have received opinions of counsel for Borrowers, Guarantors, and Holding, in form and substance satisfactory to Lender; and,
(f) Lender shall have received a fully executed counterpart of an amendment to the Servicing Agreement, in form and substance satisfactory to it.
Conditions Precedent and Conditions Subsequent. (a) Prior to making a Drawdown Request to the Bank, the Borrower shall comply with all requirements mentioned in this Agreement and all other Finance Documents to ensure that this Agreement and the Finance Documents are legally binding and enforceable against the Borrower.
(b) Notwithstanding the generality of the foregoing, before making a Drawdown under this Agreement, the Borrower will provide the Bank all documents, undertakings and evidence, and comply with all conditions precedent as set out under Part A of Schedule 4 ("Conditions Precedent") unless otherwise specifically waived by the Bank in writing.
(c) Additionally, the Borrower will fulfil all conditions subsequent within the time period specified in Part B of Schedule 4, and do all such acts, execute such documents/undertakings and provide such evidence to the satisfaction of the Bank as may be required to give effect to the same ("Conditions Subsequent"). Any delay or default in complying with the Conditions Subsequent will be an Event of Default.
Conditions Precedent and Conditions Subsequent. 4.1 Without prejudice to the generality of Clause 2, the obligations of each Finance Party to the Company and the Borrowers under the Credit Agreement in relation to the Facilities are subject to the fulfilment of all conditions precedent set out in Schedule 3, Part 1 hereof.
4.2 The Company and the Borrowers undertake that the conditions subsequent set out in paragraph 1 of Schedule 3, Part 2 shall be completed within 30 days from the date of this Agreement.
Conditions Precedent and Conditions Subsequent. Notwithstanding anything contained herein to the contrary, this Agreement shall not become effective until (a) completion and delivery to the Agent of each of the following in form and substance acceptable to the Agent: (i) executed counterpart signature pages to this Agreement from each Credit Party, the Owner Trustee, the Trustee and the Majority Secured Parties (ii) execution, delivery and effectiveness of an amendment dated as of the date hereof among certain of the parties to the Lessee Credit Agreement and (iii) all additional documentation and information as the Agent or its legal counsel, Moore & Van Allen, PLLC, may requ▇▇▇ ▇nd (▇) ▇▇▇ ▇roceedings taken in connection with the transactions contemplated by this Agreement and all documentation and other legal matters incident thereto shall be satisfactory to the Agent and its legal counsel, Moore & Van Allen, PLLC.
Conditions Precedent and Conditions Subsequent. 4.1 Without prejudice to the generality of Clause 2, the obligations of each Finance Party to the Company and the Borrowers under this Amendment and Restatement Agreement in relation to the Tranche A Revolving Facility are subject to the fulfilment of all conditions precedent set out in Schedule 3, part I hereof.
4.2 The Company and the Borrowers undertake that the conditions subsequent set out in paragraph 1 of Schedule 3, Part 2 shall be completed within 45 days from the date of this Amendment and Restatement Agreement.
4.3 The Company and the Borrowers undertake that the conditions subsequent set out in paragraph 2 of Schedule 3, Part 2 shall be completed within 30 days from the date of this Amendment and Restatement Agreement.
Conditions Precedent and Conditions Subsequent. COUNTERPARTS.............................................................
Conditions Precedent and Conditions Subsequent. This Amendment Agreement shall be effective as of September 29, 2006; provided that (i) each of the following conditions (a) to (g) shall have been satisfied or waived by Agent as of such date, (ii) condition (h) shall have been satisfied or waived by Agent or be deemed to have been satisfied by October 30, 2006 and (iii) condition (i) shall have been satisfied or waived by Borrower or be deemed to have been satisfied by November 13, 2006:
(a) Borrower shall have executed and delivered to Agent replacement notes in the forms set out as Exhibit 1.1(1)(b) and Exhibit 1.1