Conditions precedent to Clause 5 Clause Samples

Conditions precedent to Clause 5. Clause 5 shall take effect on the later of the Commencement Date and when the following conditions precedent have been satisfied in full: (a) to the extent required by the Act and/or the Licensing Regulations, the Train Operator is authorised to be the operator of trains for the provision of the Services by: (i) a licence granted under section 8 of the Act; and/or (ii) a Railway undertaking licence and corresponding SNRP; (b) RfL(I) is authorised by a licence granted under section 8 of the Act to be the operator of that part of the CCOS comprising the Routes or is exempt from the requirement to be so authorised under section 7 of the Act; (c) each of the Collateral Agreements is executed and delivered by all the parties to each such agreement and is unconditional in all respects (save only for the fulfilment of any condition relating to this Contract becoming unconditional); (d) each of the parties has, as necessary, a valid Safety certificate or Safety authorisation as required by the ROGS and has established and is maintaining a safety management system which meets the requirements of those regulations; and (e) the provisions of this Contract, other than Clause 5, have taken effect in accordance with Clause 3.1.
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Conditions precedent to Clause 5. Deleted: 5 Clause 5 shall take effect when the following conditions precedent have been satisfied in full: (a) to the extent required by the Act and/or the Licensing Regulations, the Train Operator is authorised to be the operator of trains for the provision of the Services by: (i) a licence granted under section 8 of the Act; and/or (ii) a European licence and corresponding SNRP; (b) the CVL IM is authorised by a licence granted under section 8 of the Act to be the operator of that part of the CVL comprising the Routes or is exempt from the requirement to be so authorised under section 7 of the Act; (c) the Claims Allocation and Handling Agreement is executed and delivered by all the parties to such agreement and is unconditional in all respects (save only for the fulfilment of any condition relating to this contract becoming unconditional); (d) each of the parties has, as necessary, a valid safety certificate or safety authorisation as required by the ROGS and has established and is maintaining a safety management system which meets the requirements of the ROGS; and (e) the provisions of this contract, other than Clause 5, have taken effect in accordance with Clause 3.1.
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Conditions precedent to Clause 5. This clause refers to ‘the investment conditions laid out in Schedule 13’ being ‘satisfied’. Schedule 13 is currently empty. Network Rail would need to negotiate any proposed contents of Schedule 13 with GNER. That negotiation would be subject to the outcomes of discussions ongoing with GNER regarding the scope of infrastructure investment. All notices should be copied to the Route Managing Director, rather than the Route Director. Network Rail notes that sub paragraph numbering throughout this Schedule 4, in comparison to the Model Contract, appears to have become corrupted. Network Rail notes that a definition of ‘journey time’ has been added to this Schedule
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Related to Conditions precedent to Clause 5

  • Conditions Precedent to EFFECTIVENESS OF SECTIONS 2.01 AND 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "EFFECTIVE DATE") on which the following conditions precedent to the initial Advance by any Lender have been satisfied: (a) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Consolidated Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (b) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Company and its Consolidated Subsidiaries as they shall have reasonably requested as a basis for making its decision to enter into its commitment hereunder. (c) All governmental and third party consents and approvals necessary in connection with the transactions by the Company contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (d) The Company shall have notified the Agent in writing as to the proposed Effective Date. (e) The Company shall have paid all accrued fees and expenses of the Agent and the Lenders (including the invoiced accrued fees and expenses of counsel to the Agent). (f) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (g) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes to be delivered by it. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) A favorable opinion of Nicholas J. Camera, General Counsel of the Compa▇▇, ▇▇▇ ▇▇ ▇leary, Gottlieb, Steen & Hamilton, counsel for the Company, substan▇▇▇▇▇y in the form of Exhibits D-1 and D-2 hereto, respectively. (v) A favorable opinion of Shearman & Sterling, counsel for the Agent, in form and substance satisfactory to the Agent. (h) The termination of the commitments of the Lenders and the payment in full of all Debt outstanding under the bilateral credit agreements and other confirmed lines of credit listed on Schedule 3.01(h).

  • 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:

  • CONDITIONS PRECEDENT TO LOAN The obligations of Lender to make the Loan hereunder are subject to the satisfaction by Borrower of the following conditions:

  • Conditions Precedent to Closing The Local Church and Annual Conference acknowledge and agree that the obligations of the parties to effectuate the Closing on or about the Disaffiliation Date are expressly contingent and conditional on the following:

  • General conditions precedent The agreement of the Finance Parties referred to in clause 2 (Agreement of the Finance Parties) shall be further subject to: (a) the representations and warranties in clause 4 (Representations and warranties) being true and correct on the Effective Date as if each was made with respect to the facts and circumstances existing at such time; and (b) no Event of Default or Default having occurred and continuing at the time of the Effective Date.