Conditions to this Agreement Clause Samples
The "Conditions to this Agreement" clause sets out specific requirements or events that must be satisfied before the agreement becomes effective or certain obligations are triggered. Typically, these conditions may include obtaining regulatory approvals, securing financing, or the completion of due diligence. By clearly outlining these prerequisites, the clause ensures that both parties are protected from being bound to the agreement until all necessary conditions are met, thereby reducing risk and providing clarity on when contractual duties commence.
Conditions to this Agreement. This Agreement shall be and become effective as of the date hereof (the "Fourth Amendment Effective Date") when all of the conditions set forth in this Section 3.01 shall have been satisfied (as determined by the Successor Agent):
(a) The Successor Agent shall have received counterparts of:
(i) this Agreement, duly executed on behalf of each of the Borrower and the Required Lenders and the Tranche D Term Loan Lenders;
(ii) the Joinder, Acknowledgement and Consent of Guarantors and Reaffirmation of Guaranty attached hereto as Schedule 3.01(a)(ii) (the "Joinder"), duly executed on behalf of the Parent and each Subsidiary of the Borrower that is a party to the Subsidiary Agreement;
(iii) the Resignation and Assignment Agreement, duly executed on behalf of each of the Resigning Agent, the Successor Agent and the Borrower;
(iv) a certificate in the form of Schedule 3.01(a)(iv) attached hereto, duly executed on behalf of the Borrower;
(v) a certificate in the form of Schedule 3.01(a)(v) attached hereto, duly executed on behalf of the Borrower; and
(vi) the Agent Fee Letter, duly executed on behalf of the Borrower.
(b) The Successor Agent shall have received the following items for each of the Parent, the Borrower and each other Subsidiary party to the Subsidiary Agreement, in each case dated the Fourth Amendment Effective Date unless otherwise indicated:
(i) copies of the articles or certificates of incorporation or other charter documents of such Person certified to be true, complete and correct as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation and/or certified by a secretary or assistant secretary of such Person to be true, complete and correct as of the Fourth Amendment Effective Date;
(ii) a copy of the bylaws, partnership or operating agreement of such Person, as applicable, certified by a secretary or assistant secretary of such Person to be true and correct as of the Fourth Amendment Effective Date;
(iii) resolutions of its Board of Directors or other authorizing body or Person approving and authorizing the execution, delivery and performance of this Agreement, certified as of the Fourth Amendment Effective Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment;
(iv) certificates of good standing issued as of a reasonably recent date to the Fourth Amendment Effective Date by such Person's state of organization or formation.
(v) ...
Conditions to this Agreement. Borrower hereby acknowledges and agrees that it shall be condition to ▇▇▇▇▇▇’s willingness to execute this Agreement that Borrower and all other parties thereto, execute and deliver all necessary consents and approvals thereof, all in form and substance satisfactory to Lender, in ▇▇▇▇▇▇’s sole and absolute discretion.
Conditions to this Agreement. The conditions precedent to this Agreement are set forth in Section 2.2. Section 1.3
Conditions to this Agreement. On or prior to this Agreement, the ---------------------------- following conditions were met:
8.2.1 The Amendment shall have been filed with the Secretary of State of Delaware on the date hereof;
8.2.2 Each of the parties to the Principal Stockholders Agreement shall have duly executed and delivered to each of the parties hereto counterparts of the Principal Stockholders Agreement effective as of the date hereof;
8.2.3 Each of the parties to the Termination Agreement shall have duly executed and delivered to each of the parties hereto counterparts of the Termination Agreement effective as of the date hereof;
8.2.4 Each of the parties to the Rights Agreement shall have duly executed and delivered to each of the parties hereto counterparts of the Rights Agreement effective as of the date hereof;
8.2.5 The Purchaser shall have advanced to the Company Five Hundred Thousand Dollars ($500,000) under the Advancing Term Loan.
8.2.6 The Company shall execute and deliver such documents as the Purchaser reasonably deems necessary in connection with the Advancing Term Loan;
8.2.7 Purchaser and Holdings shall execute and deliver the Co-Sale Agreement.
Conditions to this Agreement. The obligations of the Placing Banks under this Agreement are subject to the following conditions:
Conditions to this Agreement. This Agreement is intended to commit the parties to the terms and conditions applicable to such party, as contained herein subject to the satisfaction of the following conditions:
Conditions to this Agreement. The effectiveness of this Agreement is subject to the satisfaction of all of the following conditions:
Conditions to this Agreement. In addition to the other provisions set forth in this Agreement, the agreements of Agent and the Lenders under Section 4(a) are expressly subject to and conditioned upon the continual compliance by Borrower with the following terms, conditions and provisions:
(a) This Agreement shall have been executed by Borrower;
(b) Borrower shall have delivered to Agent an executed IP Agreement (as defined in Section 5 of this Agreement) in the form attached hereto as Annex B;
(c) During the Fundraising Period, Borrower shall continue to perform and comply with each term, condition and provision of this Agreement and the Loan Documents and no Default or Event of Default or other breach or default under this Agreement, the Loan Agreement or any other Loan Document shall occur;
(d) Borrower shall pay, upon receipt of written invoices, all reasonable legal fees and expenses incurred in connection with the preparation, drafting, negotiation and enforcement of this Agreement;
(e) All of the warranties and representations of Borrower contained herein shall be true and correct in all material respects; and
(f) Agents shall have received copies of resolutions or written consents of the board(s) of directors of Borrower authorizing the execution and delivery and the consummation of the transactions contemplated by this Agreement and all other documents or instruments to be executed and delivered in conjunction herewith certified by the Secretary of Borrower as of the date hereof.
Conditions to this Agreement. On or prior to the date hereof (or at such other time as may be specified below), as a condition to the Lender’s agreement to the Third Extension, Borrower shall satisfy the following conditions:
1. On or before the date of this Agreement, Borrower shall have prepaid the outstanding principal balance of the Loan by One Million One Hundred Thousand and NO/100 Dollars ($1,100,000.00) pursuant to Section 2.3.3 of the Loan Agreement (the “Principal Paydown”). Lender hereby waives the condition precedent to the Principal Paydown that Borrower deliver thirty (30) days’ prior written notice thereof with respect solely to the Principal Paydown. For the avoidance of doubt, Lender does not waive such notice requirement for any additional optional prepayments of the Loan.
2. Borrower and Guarantor shall each have certified to Lender that no Default or Event of Default has occurred and is continuing on the date of this Agreement.
3. Borrower shall have secured, on or before the date of this Agreement, an extension of or the replacement of the Interest Rate Protection Agreement, which shall (i) be for a term commencing on or prior to the date hereof and expiring no earlier than the Third Extended Maturity Date, (ii) have a notional amount which shall not at any time be less than the outstanding principal balance of the Loan, (iii) have a strike price equal to six percent (6.00%), (iv) be with a Counterparty satisfying the requirements set forth in Section 2.6 of the Loan Agreement (as amended by this Agreement), (v) have terms acceptable to Lender, and (vi) be assigned to Lender.
4. Borrower shall have delivered to Lender, at Borrower’s sole cost and expense (a) an updated title search for the Property, (b) a title insurance date down endorsement issued in connection with the Title Insurance Policy insuring the continued priority of the lien of the Existing Mortgages, which shows no encumbrances on the Property other than the Permitted Encumbrances and any subsequent encumbrances expressly approved in writing by Lender and (c) new or updated appraisals, environmental reports, and engineering reports, if required by Lender.
5. Borrower shall have paid to Lender an application fee in an amount equal to $170,500.00.
6. An original copy of this Agreement executed by Borrower and Guarantor and all other documentation related to the extension of the Loan as contemplated by this Agreement shall be delivered to Lender.
7. Borrower shall have paid to Lender (x) any Principal an...
Conditions to this Agreement. It is the intent of the parties that this Agreement satisfy the requirements of FDOE regarding the District’s obligation “to enter into a contract with an outside entity [or external operator] that has a demonstrated record of effectiveness to operate the [School]” pursuant to § 1008.33(4)(b)3, Fla. Stats. (2017), and Fla. Admin Code R. 6A-1.099811(6)(d). Notwithstanding anything to the contrary in this Agreement, the parties agree that this Agreement will automatically terminate, and be of no further force and effect, upon the occurrence of any of the following:
(a) The School earns a grade of “C” or higher for the 2017-18 school year (or any subsequent school year if this Agreement is renewed), thereby resulting in the School’s exiting the statutory or regulatory requirement that the District enter into a contract with an outside entity that has a demonstrated record of effectiveness to operate the School;
(b) The requirements of differentiated accountability require termination of this Agreement, or are amended by the Florida Legislature and/or FDOE thereby resulting in the purpose of this Agreement being terminated (for example, whether the District is no longer required to enter into this Agreement or whether the District is required to select a different option for the School);
(c) The Florida statutes and/or FDOE administrative rules are invalidated by a court of competent jurisdiction, with the resulting outcome being that this Agreement is no longer required of the District; or In the event that any of the above-conditions occur, then either party may send written notice to the other party to terminate this Agreement pursuant to the terms and provisions outlined above, with such termination to be effective no earlier than the completion of Phase II (described in Exhibit B). If this Agreement is terminated as provided herein, then the parties will be relieved of all of their respective obligations under this Agreement, and the District will only be required to pay to the Contractor that amount of work under this Agreement actually performed to the date of termination. Access to any and all work papers and data collected will be provided to the District after the termination of this Agreement, and the parties will reasonably cooperate regarding the transition of rights, obligations and duties back to the District to operate the School. In the event this Agreement is terminated pursuant to this section 2, then the parties agree to jointly review the ...