Conditions Precedent Conditions Subsequent Clause Samples

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Conditions Precedent Conditions Subsequent. 9.1 Documents, fees and no default. Each Lender's obligation to contribute to the Loan is subject to the following conditions precedent: (a) that, on or before the date of signing of this Agreement, the Agent receives the documents described in Part A of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; (b) that, on or before the date of drawdown of the Loan, the Lender receives the documents described in Part B in Schedule 3 in form and substance satisfactory to the Agent and its lawyers; (c) that, on or before the service of a Drawdown Notice, the Agent receives the fees payable pursuant to Clause 20.1 (a) and has received payment of the expenses referred to in Clause 20.2; (d) that at the date of each Drawdown Notice, at each Drawdown Date and on the first day of each Interest Period and on the date of each Compliance Certificate: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the Loan; (ii) the representations and warranties in Clause 10 and those of the Borrowers or any Security Party which are set out in the other Finance Documents would be true and not misleading in any material respect if repeated on each of those dates with reference to the circumstances then existing; (iii) none of the circumstances contemplated by Clause 5.5 has occurred and is continuing; (iv) there has not been a Material Adverse Change in the financial position or state of affairs of the Borrowers and/or the Group from that disclosed to the Agent prior to the date of this Agreement; (e) that, if the ratio set out in Clause 15.1 were applied immediately following the advancement of the Loan, the Borrowers would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (f) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent (acting reasonably) may, with the authorisation of the Majority Lenders, request by notice to the Borrowers prior to a Drawdown Date.
Conditions Precedent Conditions Subsequent. 2.1 The effectiveness of this Consent and Amendment is subject to the satisfaction of all of the following conditions precedent: (a) Lender shall have received this Consent and Amendment duly executed by the Borrower and Lender. (b) Lender shall have received payment of the following fees, all of which shall be deemed fully earned upon receipt thereof: (a) Payment of outstanding attorneys’ fees and costs pursuant to Section
Conditions Precedent Conditions Subsequent. (a) The Parent shall deliver, or procure the delivery, to the Agent, substantially in a form and substance which has been agreed with the Agent in writing on or prior to the date of this letter or otherwise in a form and substance satisfactory to the Agent: (i) all of the documents and evidence listed in part 1 (Conditions Precedent) of schedule 2 to this letter; and (ii) within 14 Business Days from the Effective Date, all of the documents and evidence listed in part 2 (Conditions Subsequent) of schedule 2 to this letter. (b) The Parent shall use reasonable endeavours to deliver, or procure the delivery, to the Agent, substantially in a form and substance agreed with the Agent in writing on or prior to the date of this letter or otherwise in a form and substance satisfactory to the Agent within six weeks of the Effective Date, all of the documents and evidence listed in part 3 (Additional Conditions Subsequent) of schedule 2 to this letter. (c) The Agent shall notify the Parent and the Lenders promptly after each of the conditions listed in paragraph 3(a)(i) (Conditions Precedent) above have been satisfied. (d) The Agent shall notify the Parent and the Lenders promptly after each of the conditions listed in paragraph 3(a)(ii) (Conditions Subsequent) above have been satisfied and promptly after each of the conditions listed in paragraph 3(b) (Additional Conditions Subsequent) above have been satisfied.
Conditions Precedent Conditions Subsequent. Section 3.1
Conditions Precedent Conditions Subsequent. (a) This Amendment shall be effective upon the satisfaction of each of the following: (i) execution and delivery of this Amendment by each of the Company and FPM; (ii) execution by the Company and delivery to FPM of the Company's resolutions substantially is the form attached as Exhibit A hereto; and (iii) receipt by FPM of the Company's payment of FPM's costs (including reasonable attorneys' fees and expenses of $3,000.00 through August 16, 2002) relating to the negotiation, drafting and execution of this Amendment and all matters incidental thereto. (b) The effectiveness of this Amendment shall be contingent upon receipt by FPM, either physically at FPM's vault in Providence, Rhode Island or through a recognized third party, of the return of 100 fine ▇▇▇▇ ounces gold of Consigned Precious Metal by close of business on August 23, 2002.
Conditions Precedent Conditions Subsequent. (a) This Amendment shall become effective when Agent shall have received duly executed counterparts of this Amendment from Borrower and the Lenders and Agent shall have executed and delivered its counterpart to this Consent. (b) On the date the Initial ARMA Investment and Additional ARMA Investment is made, (i) Borrower shall deliver to Agent a duly executed copy of the ARMA Investment Agreement (in the form of Exhibit A, with modifications acceptable to Agent), and (ii) on the first Business Day immediately following consummation of the Initial ARMA Investment and the Additional ARMA Investment, Agent shall have received the certificates evidencing the Initial ARMA Investment and the Additional ARMA Investment together with undated powers endorsed in blank by Borrower. (c) On the date the ARMA Asset Sale is consummated, Borrower shall deliver to Agent a duly executed copy of (i) the asset purchase agreement for the ARMA Asset Sale, in form and substance reasonably acceptable to Agent, and (ii) the Secured IP Note and any other agreements and documents related thereto, in form and substance reasonably acceptable to Agent. (d) Borrower shall deliver to Agent, (i) on the first Business Day immediately following the consummation of the ARMA Asset Sale, the duly executed, original Secured IP Note, and (ii) on the first Business Day immediately following receipt of the certificates evidencing the Subsequent ARMA Investment, the certificates evidencing the Subsequent ARMA Investment together with undated powers endorsed in blank by Borrower. (e) The failure of Borrower to make any delivery to Agent as set forth in clauses (b), (c) and (d) above shall constitute an Event of Default.
Conditions Precedent Conditions Subsequent. CONDITIONS TO THE INITIAL LOANS
Conditions Precedent Conditions Subsequent 

Related to Conditions Precedent Conditions Subsequent

  • Conditions Subsequent The obligation of the Lender Group (or any member thereof) to continue to make Revolving Loans (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of the conditions subsequent set forth on Schedule 3.6 to this Agreement (the failure by Borrowers to so perform or cause to be performed such conditions subsequent as and when required by the terms thereof (unless such date is extended, in writing, by Agent, which Agent may do without obtaining the consent of the other members of the Lender Group), shall constitute an Event of Default).

  • 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:

  • Seller’s Conditions Precedent The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: (a) The representations and warranties made by Purchaser in this Agreement shall be true in all material respects when made and on and as of the Closing as though such representations and warranties were made on and as of Closing. Sellers shall have received from Purchaser at Closing a satisfactory certificate to such effect signed by an authorized officer of Purchaser. (b) Purchaser shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Purchaser before or at Closing. Sellers shall have received from Purchaser at the Closing a satisfactory certificate to such effect, signed by an authorized officer of Purchaser. (c) Purchaser shall have executed and delivered to Sellers at the Closing each of the Purchaser Documents and such additional documents as may be reasonably requested by Sellers in order to consummate the transactions contemplated by this Agreement. (d) Purchaser shall have paid or made provisions acceptable to Sellers for the payment of all fees, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the transfer of the Assets pursuant to this Agreement. (e) Purchaser shall have executed a lease of or concession agreements regarding the Subways (2) locations the form of which is set out in Exhibit 9.1(e) (the “Subway Leases”), which shall grant the Purchaser the right to approve any subsequent sublease or assignment, which approval cannot be unreasonably withheld. (f) At Closing, the Real Properties transferred shall constitute at least thirteen (13) of the Purchased Owned Real Properties and Purchased Leased Real Properties in aggregate. (g) Sellers shall have received all consents required to consummate the transactions contemplated by this Agreement. Purchaser shall reasonably cooperate with Sellers in obtaining such consents. (h) No action or proceeding before a court or any other governmental agency or body shall have been instituted or threatened to restrain or prohibit any of the transactions contemplated in this Agreement. (i) Sellers’ obligations under this Agreement are conditioned and contingent upon the consummation of the LGO Asset Purchase Agreement simultaneously with or prior to Closing hereunder.

  • Purchaser’s Conditions Precedent Except as may be waived in writing by Purchaser, the obligations of Purchaser hereunder are subject to the fulfillment at or prior to the Closing of each of the following conditions:

  • Conditions Precedent and Subsequent The payments and benefits provided under Sections 6(c) and 6(d) of this Agreement (other than the Accrued Benefits and other than in the event of termination by reason of Employee’s death or Disability) are subject to and conditioned upon (i) Employee having provided, within 60 days after the Date of Termination (or such greater period as required by law), a waiver and general release agreement in a form satisfactory to the Company that has become effective and irrevocable in accordance with its terms, and (ii) Employee’s compliance with Sections 7 and 8 of this Agreement. Employee shall, upon request by the Company, be required to repay to the Company (net of any taxes paid by Employee on such payments), and the Company shall have no further obligation to pay, the Severance Payment or CIC Severance Payment, as applicable, in the event Employee receives, within six months after the occurrence of the breach, written notice from the Company that, in the reasonable judgment of the CEO, Employee has materially breached his obligations under Section 7 or 8 of this Agreement; provided, however, that, in cases where cure is possible, Employee shall first be provided a 15-day cure period to cease, and to cure, such conduct. The Severance Payment if any, payable hereunder shall be paid in substantially equal installments over the 6-month period, following the Date of Termination, consistent with the Company’s payroll practices, with the first installment to be paid within 65 days after the Date of Termination and with any installments that would otherwise have been paid prior to such date accumulated and paid in a lump sum on the first date on which payments are made in accordance with the terms of this sentence. The CIC Severance Payment, if any, payable hereunder shall be paid in one lump sum within 65 days after the Date of Termination; provided, however, that, unless the CIC Severance Payment relates to a transaction that satisfies the requirements of Treas. Reg. § 1.409A-3(i)(5), any portion of the CIC Severance Payment that constitutes deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), will be paid at the earliest date that is permitted in accordance with the schedule that is applicable to the Severance Payment.