Conditions Precedent to Project Clause Samples

Conditions Precedent to Project. The provisions of this Agreement (other than those contained in Articles 1, 4, 14, 16 and 18 inclusive which are, accordingly, binding on the Parties as from the date of this Agreement) shall take effect and become binding on the Parties from the date upon which the following conditions precedent shall have been satisfied in full: (i) The receipt by GoI of irrevocable notice from BIAL and GoK that the State Support Agreement has been executed and delivered by all the parties thereto and all the conditions precedent set out therein (excluding the condition precedent relating to this Agreement) have been satisfied which notice shall be final and binding on the Parties; (ii) Amendments to the Aircraft Rules, 1937 and (iii) The receipt by GoI of irrevocable notice from BIAL and its Lenders that Financial Close has occurred which notice shall be final and binding on the Parties, provided that (a) any such condition precedent may be waived by agreement in writing between GoI and BIAL and (b) BIAL may unilaterally waive at any time the conditions set out at (ii) above by notice to GoI,. If BIAL is able to demonstrate to GoI’s satisfaction that it has sufficient funds available at its disposal to develop and construct the Initial Phase and to enable it to perform its obligations under this Agreement GoI shall reasonably consider a request by BIAL to a waiver of the condition set out at (iii) above.
View Source
Conditions Precedent to Project. The provisions of this Agreement (other than those contained in Articles 1, 4, 6, 14, 16 and 18 inclusive which are, accordingly, binding on the Parties as from the date of this Agreement) shall take effect and become binding on the Parties from the date upon which the following conditions precedent shall have been satisfied in full: 4.1.1 amendments to the Aircraft Rules, 1937; 4.1.2 the receipt by GoI of irrevocable notice from HIAL and its Lenders that Financial Close has occurred which notice shall be final and binding on the Parties. provided that (a) any such condition precedent may be waived by agreement in writing between ▇▇▇ and HIAL and (b) HIAL may unilaterally waive at any time the condition set out at Article 4.1.1 above by notice to GoI. If HIAL is able to demonstrate to GoI's satisfaction that it has sufficient funds available at its disposal to develop and construct the Initial Phase and to enable it to perform its obligations under this Agreement GoI shall reasonably consider a request by HIAL to a waiver of the condition set out at Article 4.1.2 above.
View Source
Conditions Precedent to Project. The following matters shall be completed prior to disbursement of any City Improvement Expenditure. 2.4.1 The closing by Developer of a HUD-guaranteed loan to finance the Project. 2.4.2 Developer has previously delivered to the City Representative documentation acceptable to the City showing that all creditors with claims for payment for work done on the Wichita Executive Center have been paid in full for such claims at or prior to the HUD loan closing and/or will be paid upon Completion from remaining construction contingency, to the extent such contingency funds are available pursuant to Section 8 below
View Source

Related to Conditions Precedent to Project

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

  • 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:

  • 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.

  • Conditions Precedent to Purchase The Purchase under this Agreement is subject to the conditions precedent that (a) Buyer shall have received on or before the date of such purchase those documents listed on Schedule A and (b) all of the conditions to the initial purchase under the Purchase Agreement shall have been satisfied or waived in accordance with the terms thereof.