Conditions to the Assumption Sample Clauses

The "Conditions to the Assumption" clause sets out specific requirements that must be satisfied before a party is obligated to assume certain responsibilities, rights, or liabilities under an agreement. Typically, this clause lists prerequisites such as obtaining necessary approvals, delivering required documents, or ensuring that no material adverse changes have occurred. By clearly defining these conditions, the clause ensures that the assumption of obligations only occurs when all agreed-upon criteria are met, thereby protecting parties from unintended or premature transfers of responsibility.
Conditions to the Assumption. The Assumption shall become effective ---------------------------- on the date (the "Assumption Date") when, but only when, the following conditions precedent have been satisfied: (a) The transfer of substantially all of the assets by FMC to Technologies, and the assumption of the liabilities of FMC by Technologies, each as described in the Registration Statement, shall have occurred. (b) FMC shall have assigned to Technologies, and Technologies shall have assumed, all of the obligations of FMC under the Bridge Credit Agreement. (c) No Default or Event of Default shall exist or would result from the Assumption. (d) The representations and warranties of the Borrower contained in Article V shall be true and correct in all material respects on the Assumption Date after giving effect to the Assumption, except to the extent that such representation and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date. (e) The Administrative Agent shall have received each of the following, in form and substance satisfactory to it: (i) a Note executed by Technologies in favor of each Lender requesting a Note, each in a principal amount equal to such Lender's Commitment, which Note shall be in substitution and replacement of the Note, if any, executed by FMC in favor of such Lender pursuant to Section 4.01(a)(2); (ii) the Guaranty executed by FMC; (iii) a certificate of the Secretary or an Assistant Secretary of Technologies or FMC, as the case may be, certifying any changes in the certificate of incorporation or bylaws of Technologies or FMC, as the case may be, delivered pursuant to Section 4.01(a)(iv); (iv) bring-down certificates of Governmental Authorities attesting to the existence and good standing of each of Technologies and FMC in its jurisdiction of incorporation; (v) an opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, counsel to Technologies, addressing such matters as the Administrative Agent may reasonably request; (vi) an opinion of ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇, counsel to FMC, addressing such matters as the Administrative Agent may reasonably request; (vii) all documents (including an incumbency certificate and certification by the Secretary or Assistant Secretary of each of Technologies and FMC of board resolutions) it may reasonably request relating to the existence of Technologies or FMC, as the case may be, the corporate authority for and the validity of the Loan Documents, and any other ...
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Conditions to the Assumption and Assignment of the Lease under Chapter 7 of the Bankruptcy Code. In the event that Tenant shall become a Debtor under Chapter 7 of the Bankruptcy Code, and the Trustee or Tenant shall elect to assume this Lease for the purpose of assigning the same or otherwise, such election and assignment may only be made if all of the terms and conditions of Paragraph 21 and Paragraph 22 hereof are satisfied. If such Trustee shall fail to elect to assume this Lease within sixty (60) days after the filing of the Petition, this Lease shall be deemed to have been rejected. Landlord shall be thereupon immediately entitled to possession of the Premises without further obligation to Tenant or Trustee, and this Lease shall be canceled, but Landlord's right to be compensated for damages in such liquidation proceeding shall survive.
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Related to Conditions to the Assumption

  • Conditions to the Initial Loans No Lender shall be obligated to make any Loan or incur any Letter of Credit Obligations on the Closing Date, or to take, fulfill, or perform any other action hereunder, until the following conditions have been satisfied or provided for in a manner satisfactory to Agent, or waived in writing by Agent and Lenders:

  • Conditions Precedent to the Initial Extension of Credit The obligation of each Lender to make the initial extensions of credit provided for hereunder is subject to the fulfillment, to the satisfaction of Agent and each Lender, of each of the conditions precedent set forth on Schedule 3.1 to this Agreement (the making of such initial extensions of credit by a Lender being conclusively deemed to be its satisfaction or waiver of the conditions precedent).

  • Conditions to the Transaction 7.1 Conditions to Obligations of Each Party to Effect the Transaction. The respective obligations of each party to this Agreement to effect the Transaction shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

  • Conditions to the Closing Date The obligation of each Lender to make its initial Loans hereunder is subject to satisfaction of the following conditions precedent to the Administrative Agent satisfaction: (a) The Administrative Agent receipt of the following, each of which shall be originals or facsimile or other electronic image transmission (e.g., “PDF” or “TIF” via electronic mail) (followed promptly by originals) unless otherwise specified, each properly executed by a member of the Senior Management of the signing Credit Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Credit Parties, and (B) executed counterparts of each Security Document sufficient in number for distribution to the Administrative Agent and the Credit Parties, and an executed Note for each Lender who requests a Note; (ii) an officer’s certificate of each Credit Party executing a Loan Document, (A) certifying and attaching true, correct and complete copies of: (1) the certificate of formation, certificate of incorporation, articles of incorporation (or such equivalent thereof) of such Credit Party, and, where applicable, certified as of a recent date from the Secretary of State (or applicable Governmental Authority) of the jurisdiction in which such Credit Party is incorporated or formed, (2) the by-laws, limited liability company agreement, articles of association, partnership agreement or other applicable Governing Document of such Credit Party, and (3) the resolutions or votes of the board of directors or board of managers or partners (or equivalent thereof) of such Credit Party, authorizing such Credit Party’s entry into the Loan Documents to which it is a party; and (B) certifying the incumbency of members of the Senior Management of such Credit Party authorized to act in connection with this Agreement and the other Loan Documents to which such Credit Party is a party and providing a specimen signature of such members of the Senior Management of such Credit Party who will be signing Loan Documents on the Closing Date and thereafter; (iii) such documents and certifications as the Administrative Agent may require to evidence that each Credit Party executing a Loan Document is validly existing and in good standing (where applicable) in its jurisdiction of incorporation or formation, as applicable; (iv) a favorable legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Credit Parties, addressed to the Administrative Agent and each Lender, as to matters concerning the Credit Parties and the Loan Documents as the Administrative Agent may reasonably request; and (v) a certificate of a member of the Senior Management of the Borrower certifying that (1) the condition specified in Sections 4.02(b) has been satisfied, (2) there has been no event or circumstance since December 31, 2023 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (3) all consents, licenses, and approvals required in connection with the execution, delivery and performance by each Credit Party and the validity against each Credit Party of the Loan Documents to which such Credit Party is a party have been obtained. (b) The Administrative Agent shall have received duly executed Agency Account Agreements, signed by each of the applicable parties thereto, for each deposit account or securities account required to be subject to an Agency Account Agreement pursuant to the terms of Section 6.16 hereof.

  • Conditions to Initial Advance Lender shall have no obligation to make the Initial Advance of funds to Borrower unless and until Contractor has furnished Borrower and Lender the Bond permitted by this Contract, and the following conditions have been satisfied: (a) Borrower and Contractor have executed and delivered to Lender this Agreement, the Contract, the Note, the Deed of Trust, an Owner-Occupied Rehabilitation Loan Program Contract, Affidavit of Commencement and other documents securing the loan evidenced by the Note; (b) Borrower and Contractor have furnished Lender all documents required by Lender to evidence compliance with Subchapter K, Chapter 53, Texas Property Code; (c) To the extent applicable, Contractor has furnished Lender evidence that Contractor has established a construction account in compliance with Chapter 162, Texas Property Code; (d) Contractor has provided Lender a copy of the final plans and specifications for the construction of the Improvements acceptable to Lender, along with a timetable and budget for completion of the Improvements as required by this Agreement and the Contractor's accepted bid; (e) Contractor has provided Lender a copy of the building permit for the Improvements; (f) Contractor has provided Borrower and Lender a list of all subcontractors used or to be used for completion of the Improvements, and executed partial release and lien waivers from subcontractors, suppliers and Contractor for all amounts to be disbursed to Contractor against the Amount Available for Construction; (g) Contractor has provided Lender a copy of all insurance policies, which Contractor is required to maintain under the Contract, or in lieu thereof, a certificate of insurance which confirms Contractor has obtained all insurance required under the Contract; (h) Contractor has provided Lender evidence that Contractor is in compliance with Chapter 416, Texas Property Code; and (i) Borrower and Contractor have provided Lender such other items as Lender shall reasonably require.