CONDITIONS TO BE FULFILLED BY Clause Samples

CONDITIONS TO BE FULFILLED BY. ULB Subject to GC Clause 2.9.5 below, the Conditions Precedent required to be satisfied by the ULB within a period of 90 (ninety) days from the date of execution of this Concession Agreement shall be deemed to have been fulfilled when the ULB shall have: a) Procured and ensured that the Concessionaire/Agency has been granted access to the project site(s)and so as to undertake the Works in accordance with the Concession Agreement; b) ULB at its own cost and expenses provide lawful right, title and peaceful possession of the site, in a “as is where is basis” c) Deleted d) Approval of Detailed layout plan & design for the project processing facilities submitted by concessionaire. e) Approval of the District Level Project Committee constituted and headed by Dist. Collector and certification by the Engineering Wing as nominated by The Dist. Collectorshall be given for Allied Infrastructure such as Approach Road to the site, , ▇▇▇▇▇▇▇▇ ▇▇▇▇, , ▇▇▇▇▇▇ Lighting, Water & Power Connection till the site entry f) Earmark a land parcel within the project sites (s), for the purpose of dumping and segregation of the fresh Waste being brought by the ULB, so as to ensure adequate segregation and handling of old legacy waste in accordance with the terms of the Concession Agreement. g) facilitated the Concessionaire in terms of support and participation by its representatives or sending follow- up letters to the Competent Authority for obtaining of all Applicable Approvals, if requested by the Concessionaire; provided Concessionaire fulfils all eligibility conditions and submits all required details in relation to the same; h) facilitated and ensured that Land Lease Agreement(s) are executed for all Site(s) and vacant and unencumbered possession of all the Site(s) is handed over to the Concessionaire on or before Effective Date. i) Handover existing infrastructure/assets (if any) to the concessionaire. j) executed and procured execution of Substitution Agreement;
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CONDITIONS TO BE FULFILLED BY. ULB Subject to GC Clause 2.9.5 below, the Conditions Precedent required to be satisfied by the ULB within a period of 45 (forty-five) days from the date of execution of this Concession Agreement shall be deemed to have been fulfilled when the ULB shall have: a) Procured and ensured that the Concessionaire/Agency has been granted access to the project site(s)and so as to undertake the Works in accordance with the Concession Agreement; b) ULB at its own cost and expenses provide lawful right, title and peaceful possession of the site, in a “as is where is basis” c) Provide Access Roads to the Project Site(s) for undertaking the Project. d) Approval of Detailed layout plan & design for the project processing facilities submitted by concessionaire. e) Approval of the Dist. Collector and certification by the Engineering Wing as nominated by The Dist. Collectorshall be given for Allied Infrastructure such as Approach Road, Internal Road, Storm Water Drain, Compound Wall, Weighbridge, WB Cabin, Security Cabin, CCTV, Street Lighting, Water & Power Connection etc.
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Related to CONDITIONS TO BE FULFILLED BY

  • CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE The obligation of each Buyer hereunder to purchase the Notes and Warrants at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for such Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion: a. The Company shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Buyer. b. The Company shall have delivered to such Buyer duly executed Notes (in such denominations as the Buyer shall request) and Warrants in accordance with Section 1(b) above. c. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to a majority-in-interest of the Buyers, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent. d. The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer shall have received a certificate or certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer including, but not limited to certificates with respect to the Company’s Certificate of Incorporation, By-laws and Board of Directors’ resolutions relating to the transactions contemplated hereby. e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f. No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company. g. The Conversion Shares and Warrant Shares shall have been authorized for quotation on the OTCBB and trading in the Common Stock on the OTCBB shall not have been suspended by the SEC or the OTCBB. h. The Buyer shall have received an opinion of the Company’s counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as Exhibit “D” attached hereto. i. The Buyer shall have received an officer’s certificate described in Section 3(c) above, dated as of the Closing Date.

  • CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE The obligation of Buyer hereunder to purchase the Securities at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for Buyer’s sole benefit and may be waived by ▇▇▇▇▇ at any time in its sole discretion: (a) The Company shall have executed this Agreement and delivered the same to Buyer. (b) The Company shall have delivered to Buyer the duly executed Note in such denominations as Buyer shall request and in accordance with Section 1(b) above. (c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to Buyer, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent. (d) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of Closing Date, as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. (e) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (f) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company. (g) Trading in the Common Stock on the Principal Market shall not have been suspended by the SEC, FINRA or the Principal Market. (h) The Company shall have delivered to Buyer (1) a certificate evidencing the formation and good standing of the Company in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within twenty (20) days of the Closing Date and (2) resolutions adopted by the Company’s Board of Directors at a duly called meeting or by unanimous written consent authorizing this Agreement and all other documents, instruments and transactions contemplated hereby.

  • Conditions to Buyer’s Obligations The obligations of Buyer under this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions, all or any of which may be waived by Buyer in writing, except as otherwise provided by law:

  • CONDITIONS TO PURCHASE (a) Meritage’s obligation to purchase the Shares following the execution of this Agreement is subject to the following conditions precedent: (i) The transactions contemplated hereby shall have been approved by the Board of Directors of Meritage, including a majority of all disinterested directors, at a meeting of the Board of Directors duly called and held; (ii) Meritage shall have received, within seven days of the date hereof, a written opinion as to the fairness of the purchase of the Shares to Meritage from a financial point of view, which opinion shall have been issued by an accounting, appraisal or investment banking firm of nationally recognized standing that is, in the reasonable judgment of Meritage’s Board of Directors, qualified to perform such task and disinterested and independent with respect to Meritage (the “Independent Bank”); provided, that Meritage shall inform ▇▇▇▇▇▇ promptly, and in any event within two days, of its receipt of such opinion from the Independent Bank or of confirmation from the Independent Bank that the Independent Bank will not issue such an opinion; and (iii) The representations and warranties of ▇▇▇▇▇▇ made herein shall be true and correct in all respects and ▇▇▇▇▇▇ shall be in compliance with all covenants and other terms of this Agreement and Sections 8 and 9 of the Employment Agreement. (b) ▇▇▇▇▇▇’▇ obligation to sell the Shares following the execution of this Agreement is subject to the following conditions precedent: (i) The transactions contemplated hereby shall have been approved by the Board of Directors of Meritage, including a majority of all disinterested directors, at a meeting of the Board of Directors duly called and held; (ii) Meritage shall have received within seven days of the date hereof, a written opinion as to the fairness of the purchase of the Shares to Meritage from a financial point of view issued by the Independent Bank; and (iii) The representations and warranties of Meritage made herein shall be true and correct in all respects and Meritage shall be in compliance with all covenants and other terms of this Agreement and Section 7 of the Employment Agreement.

  • Conditions to Purchaser’s Obligations The respective obligations of the Purchasers hereunder are subject to the following conditions: (A) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission; since the latest date as of which information is given in the Registration Statement, there shall have been no material adverse change in the business, business prospects, properties, financial condition or results of operations of GTE; and the Purchasers or the Representative shall have received on the Closing Date the customary form of compliance certificate dated the Closing Date and signed by the Chairman, a Vice Chairman, the President or a Vice President of GTE, including the foregoing. The officer making such certificate may rely upon the best of his or her knowledge as to proceedings pending or threatened. (B) The Purchasers or the Representative shall have received on the Closing Date an opinion of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Executive Vice President - Government & Regulatory Advocacy, General Counsel of GTE, dated the Closing Date, substantially in the form set forth in Exhibit A hereto. (C) The Purchasers or the Representative shall have received on the Closing Date an opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, counsel for the Purchasers, dated the Closing Date, substantially in the form set forth in Exhibit B hereto. (D) The Purchasers or the Representative shall have received on the Closing Date a letter from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, independent public accountants for GTE, dated as of the Closing Date, to the effect set forth in Exhibit C hereto.