Fulfilment of the Conditions Precedent Clause Samples

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Fulfilment of the Conditions Precedent. In the event a Party becomes aware that any such condition precedent cannot be fulfilled or its fulfilment may be materially delayed, it will promptly inform the other Party, and the Parties will consult with one another regarding the fulfilment of such condition precedent and any possible modification of, or extension of time to fulfil, such condition precedent, that is acceptable to both Parties, each in its sole discretion, without prejudice to Buyer’s right to terminate this Agreement pursuant to and in accordance with this Agreement. Any agreement between the Parties on a possible modification or extension with respect to any such condition precedent will be subject to a specific written amendment to this Agreement.
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Fulfilment of the Conditions Precedent. 4.4.1 The Supplier shall use its reasonable efforts to fulfill the conditions precedent set forth in Articles 4.1 and 4.2 as soon as practicable. Pepsi shall use its reasonable efforts to satisfy those provisions of such conditions precedent that are within its reasonable control. In the event a Party becomes aware that any such condition precedent cannot be fulfilled or its fulfilment may be materially delayed, it shall promptly inform the other Party thereof, and the Parties shall consult with one another regarding the fulfilment of such condition precedent and any possible modification of, or extension of time to fulfil, such condition precedent, that is acceptable to both Parties, each in its sole discretion, without prejudice to Pepsi’s right to terminate this Agreement pursuant to and in accordance with Article 4.5 as a result of such nonfulfillment. Any agreement between the Parties on a possible modification or extension with respect to any such condition precedent shall be subject to a specific written amendment to this Agreement. 4.4.2 The Supplier shall notify Pepsi in writing following the fulfilment of each of the conditions precedent referred to in (i) Articles 4.1(ii), (iii) and 4.1(vi) (as to the Supplier) and (ii) Articles 4.2(ii), (iii) and (vi) (as to the Supplier). 4.4.3 Pepsi shall notify the Supplier in writing promptly upon (but in no event later than thirty (30) days thereafter) the fulfillment (or waiver) of the conditions precedent set forth in (i) Articles 4.1(i), (iv) and (vi) (as to Pepsi) and (ii) Articles 4.2(i), (iv) and (vi) (as to Pepsi).
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Fulfilment of the Conditions Precedent. 2.2.1 The VENDOR shall use its best endeavours to procure, at its own costs and expense, the fulfilment of the Conditions Precedent described in Clause 2.1.2 and 2.1.3. 2.2.2 The VENDOR shall procure NSM to submit the DS Application to MDTCA. The PURCHASER shall use its best endeavours to assist NSM to obtain, in a timely manner, the DS Approval and the issue of the DS Licence. 2.2.3 Each Party shall promptly sign and do all documents, acts and things required by applicable laws, regulations and guidelines to be signed and done by such Party to procure the fulfilment with all due speed of the Conditions Precedent AND, if so requested by such Party, the other Party shall, upon written request, provide such information and particulars as may be necessary or reasonably required to procure the fulfilment of the Conditions Precedent.
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Fulfilment of the Conditions Precedent. 4.3.1 The Supplier shall use its reasonable efforts to fulfil the conditions precedent set forth in Article 4.1 as soon as practicable. Danone shall use its reasonable efforts to satisfy those provisions of such conditions precedent that are within its reasonable control. In the event a Party becomes aware that any such condition precedent cannot be fulfilled or its fulfilment may be materially delayed, it shall promptly inform the other Party, and the Parties shall consult with one another regarding the fulfilment of such condition and any possible modification of, or extension of time to fulfil, such condition precedent, that is acceptable to both Parties, each in its sole discretion, without prejudice to Danone’s right to terminate this Agreement pursuant to and in accordance with Article 4.4.1 as a result of such non-fulfillment. Any agreement between the Parties, if any, on a possible modification or extension of any such condition precedent, shall be subject to a specific written amendment to this Offtake Supply Agreement. 4.3.2 In the event the conditions precedent set forth in Articles 4.1(i), (iii), (iv), (v), (vi) and (vii) (as to Danone) shall have been fulfilled, Danone shall evidence such fulfilment by written notice to the Supplier within [***] of such fulfilment. Any waiver by Danone of the fulfilment of any of the said conditions precedent shall be made solely by a written statement, executed by Danone, pursuant to which Danone expressly, specifically and definitively shall waive the benefit of such condition.
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Fulfilment of the Conditions Precedent. 4.3.1 The Parties shall use their best efforts for the fulfilment of the conditions precedent as soon as practicable. In the event a Party becomes aware of the fact that any condition precedent cannot be fulfilled or is delayed, it shall promptly inform the other Party and the Parties shall review in good faith the situation and any possible remediation, without prejudice of the provisions of Article 4. 4.1. Any agreement between the Parties on a possible remediation, if any, shall be subject to a specific written amendment to this Offtake Supply Agreement. 4.3.2 Evidence that any of the conditions precedent have been fulfilled shall result from a statement executed by Nestlé Waters, by which Nestlé Waters acknowledges its fulfilment, which statement shall be provided by Nestlé Waters within [***] of fulfilment of such condition precedent and which shall not be unreasonably withheld or delayed. Any waiver by Nestlé Waters of the benefit of any of the said conditions precedent shall mandatorily be recorded in a written statement, executed by Nestlé Waters, by which Nestlé Waters expressly, specifically and definitively waives the benefit of any such condition.
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Fulfilment of the Conditions Precedent. Issuer’s obligations: The Issuer shall: (A) use all reasonable endeavours to procure the satisfaction of the condition precedent in clause 7.4(A) as soon as practicable, but in any event not later than the Closing Long Stop Date (and the Issuer shall, not later than the Business Day after being notified in writing by the Stock Exchange that the listing of, and permission to deal in, the Conversion Shares and the Subscription Shares has been granted, notify the Investor in writing to that effect); and (B) to the extent within its control, use all reasonable endeavours ensure that all the conditions precedent in clauses 7.4 (other than clauses 7.4(A) which is dealt with in clause 7.6(A) above, and clauses 7.4 (B) and (H)(i)) shall be satisfied at all times up to and including the Closing Date or, as appropriate, on or before the Closing Date. Investor’s obligations: The Investor shall use all reasonable endeavours to ensure that the condition precedent in clause 7.4(H) shall be satisfied and shall keep the Issuer informed of the progress on the satisfaction of such condition precedent.
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Fulfilment of the Conditions Precedent. The Parties acknowledge and agree Completion is deemed to have taken place pursuant to clause 9 of the Transaction Master Agreement.
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Related to Fulfilment of the Conditions Precedent

  • 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:

  • Other Conditions Precedent If any of the conditions set forth in this paragraph 6.3 have not been satisfied on or before the Effective Time, AMT, on behalf of the Acquired Fund, or MainStay Funds, on behalf of the Acquiring Fund, shall, at its option, not be required to complete the transactions contemplated by this Agreement. (a) The Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the holders of the outstanding Acquired Fund Shares in accordance with the provisions of AMT’s Declaration of Trust and By-Laws, applicable Massachusetts law and the 1940 Act and the regulations thereunder, and certified copies of the resolutions evidencing such approval shall have been delivered to the Acquiring Fund. Notwithstanding anything herein to the contrary, AMT and MainStay Funds, on behalf of either the Acquired Fund or the Acquiring Fund, respectively, may not waive the conditions set forth in this paragraph 6.3(a). (b) Each of the conditions to the Closing set forth in Section 7 of the Asset Purchase Agreement between New York Life Investments and AIM for the sale of assets related to the management of the Acquired Fund (hereinafter referred to as the “Purchase Agreement”) have been satisfied or waived by the relevant party, including, unless waived by New York Life Investments, the assets under management with respect to the Partial Closing Fund(s) (as defined in the Purchase Agreement) for which requisite approvals have been received must be greater than $1 billion in the aggregate on the closing date of the Fund Reorganization Transactions (as defined in the Purchase Agreement) or such Partial Closing (as defined in the Purchase Agreement) in the case of a Partial Closing. Notwithstanding any other provision in this Agreement, New York Life Investments may waive the conditions set forth in this paragraph 6.3(b). (c) At the Effective Time, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, nor instituted any proceeding seeking to enjoin the consummation of the Reorganization contemplated by this Agreement under Section 25(c) of the 1940 Act and no action, suit or other proceeding shall be pending or, to the knowledge of AMT or MainStay Funds, threatened before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein. (d) All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities deemed necessary by AMT and MainStay Funds to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of the Acquiring Fund or the Acquired Fund, provided that either party hereto may for itself waive any of such conditions. (e) The Proxy Statement shall have become effective under the 1933 Act and no stop orders suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act. (f) AMT and the MainStay Funds shall have received an opinion of Dechert LLP as to federal income tax matters substantially to the effect that, based on the facts, representations, assumptions stated therein and conditioned on consummation of the Reorganization in accordance with this Agreement, for federal income tax purposes: (1) The transfer by the Acquired Fund of all of its Assets to the Acquiring Fund in exchange solely for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the Liabilities of the Acquired Fund, followed by the distribution of such shares to the Acquired Fund Shareholders in complete liquidation of the Acquired Fund, will constitute a reorganization under Section 368(a)(1)(F) of the Code and the Acquired Fund and the Acquiring Fund will each be “a party to a reorganization” within the meaning of Section 368(b) of the Code. (2) No gain or loss will be recognized by the Acquired Fund upon the transfer of the Acquired Fund’s Assets to the Acquiring Fund solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of the Acquired Fund’s Liabilities, or upon the distribution (whether actual or constructive) by the Acquired Fund of such Acquiring Fund Shares to the Acquired Fund Shareholders in liquidation, except that the Acquired Fund may be required to recognize gain or loss with respect to: (A) contracts described in Section 1256(b) of the Code; (B) stock in a passive foreign investment company, as defined in Section 1297(a) of the Code; or (C) any other gain or loss required to be recognized upon the termination of a position, or upon the transfer of such asset regardless of whether such a transfer would otherwise be a nontaxable transaction under the Code. (3) No gain or loss will be recognized by the Acquiring Fund upon the receipt of the Acquired Fund’s Assets solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of the Acquired Fund’s Liabilities. (4) No gain or loss will be recognized by the Acquired Fund Shareholders upon the distribution to them by the Acquired Fund of the Acquiring Fund Shares solely in exchange for their Acquired Fund Shares as part of the Reorganization. (5) The basis of the Acquiring Fund Shares received by each Acquired Fund Shareholder in the Reorganization will be the same as the basis of the shareholder’s Acquired Fund Shares exchanged therefor. (6) The basis of the Acquired Fund’s Assets received by the Acquiring Fund in the Reorganization will be the same as the basis of the Acquired Fund’s Assets in the hands of the Acquired Fund immediately prior to the transfer, adjusted for any gain or loss required to be recognized in paragraph (2) above. (7) The holding period for the Acquiring Fund Shares received by each Acquired Fund Shareholder in the Reorganization will include the period for which the shareholder held the Acquired Fund Shares exchanged therefor, provided that the shareholder held such Acquired Fund Shares as a capital asset at the time of the exchange. (8) The holding period of the Acquired Fund’s Assets in the hands of the Acquiring Fund will include the period for which the Acquired Fund’s Assets were held by the Acquired Fund (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating a holding period with respect to an Asset and except for any asset with respect to which gain or loss is required to be recognized as described in paragraph (2) above). (9) The Reorganization will not result in the termination of the Acquired Fund’s taxable year, and the Acquiring Fund will succeed to and take into account those tax attributes of the Acquired Fund that are described in Section 381(c) of the Code, subject to the conditions and limitations specified in the Code, the regulations thereunder, and existing court decisions and published interpretations of the Code and regulations. The delivery of such opinion is conditioned upon receipt by Dechert LLP of representations requested of AMT and Mainstay Funds on behalf of the Acquired Fund and the Acquiring Fund, respectively. Notwithstanding anything herein to the contrary, neither party may waive the condition set forth in this paragraph 6.3(f). (g) BNYM shall have delivered such certificates or other documents as set forth in paragraph 3.2. (h) The Transfer Agent shall have delivered to MainStay Funds a certificate of its authorized officer as set forth in paragraph 3.3. (i) The Acquiring Fund shall have issued and delivered to the Secretary of the Acquired Fund the confirmation as set forth in paragraph 3.3. (j) Each party shall have delivered to the other such bills of sale, checks, assignments, receipts or other documents as reasonably requested by such other party or its counsel. (k) AMT shall have obtained the insurance policy as set forth in paragraph 5.12 of this Agreement.

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

  • Satisfaction of Conditions Precedent Each party will use commercially reasonable efforts to satisfy or cause to be satisfied all the conditions precedent that are applicable to them, and to cause the transactions contemplated by this Agreement to be consummated, and, without limiting the generality of the foregoing, to obtain all material consents and authorizations of third parties and to make filings with, and give all notices to, third parties that may be necessary or reasonably required on its part in order to effect the transactions contemplated hereby.

  • 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).