General conditions precedent Clause Samples
The 'General conditions precedent' clause sets out specific requirements or events that must be satisfied before a party is obligated to perform its contractual duties. Typically, these conditions might include obtaining regulatory approvals, securing financing, or delivering certain documents. By clearly outlining these prerequisites, the clause ensures that both parties are protected from having to proceed unless all agreed-upon conditions are met, thereby reducing risk and uncertainty in the contractual relationship.
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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.
General conditions precedent. The obligations of each party hereto to consummate the Exchange and the other transactions contemplated by this Agreement shall be subject to fulfillment on or prior to the Closing of each of the following conditions:
General conditions precedent. The agreement of the Creditors referred to in clause 2 shall be further subject to:
6.2.1 the representations and warranties in clause 5 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
6.2.2 no Default having occurred and continuing at the time of the Effective Date.
General conditions precedent. The obligation of the Banks to make any Advance available shall be subject to the further conditions that, at the time of the giving of the Drawdown Notice for such Advance, and at the time of the making of such Advance:
9.2.1 the representations and warranties contained in (a) clauses 7.1, 7.2 and 7.3(b) of this Agreement and (b) clause 4 of each Corporate Guarantee, are true and correct on and as of each such time as if each was made with respect to the facts and circumstances existing at such time; and
9.2.2 no Default shall have occurred and be continuing or would result from the making of the relevant Advance.
General conditions precedent. The consent of the Creditors referred to in clause 2 shall be further subject to:
5.2.1 the representations and warranties in clause 4 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
5.2.2 no Event of Default having occurred and continuing at the time of the Effective Date.
General conditions precedent. The agreement of the Bank referred to in clause 2 shall be further subject to:
5.2.1 the representations and warranties in clause 4 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
5.2.2 no Default having occurred and continuing at the time of the Effective Date.
General conditions precedent. The obligation of the Bank to make the Loan shall be subject to the further condition that, at the time of the giving of the Drawdown Notice , and at the time of the making of the Loan:
10.2.1 the representations and warranties contained in clauses 8.1 and 8.2 are true and correct on and as of each such time as if each was made with respect to the facts and circumstances existing at such time; and
10.2.2 no Default shall have occurred and be continuing or would result from the making of the Loan.
General conditions precedent. The respective obligations of the parties hereto to consummate the transactions contemplated hereby, and in particular the Amalgamation, are subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may be waived by the consent of each of the parties without prejudice to their rights to rely on any other or others of such conditions:
(i) this Agreement and the transactions contemplated hereby, including, in particular, the Amalgamation, shall be approved by the sole shareholder of SubCo and by the sole shareholder of NewCo in accordance with the BCBCA;
(ii) all the conditions required to close the Amalgamation set out herein and in the Acquistion Agreement being met or waived; and
(iii) there shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement, including, without limitation, the Amalgamation.
General conditions precedent. The obligation of the Issuing Bank to issue Letters of Credit and of each Lender to make its Pro Rata Share of the initial Advance of the Revolving Credit, and to participate in its Pro Rata Share of Letters of Credit hereunder is subject to the Agent having received, on or before the day on which such Advance, disbursement or issuance is to be made, all of the following which shall be in form and substance satisfactory to the Agent:
(A) a copy, certified in writing by the Secretary or an Assistant Secretary of the Borrower and each Guarantor as of the Closing Date, of (1) resolutions of the Board of Directors (or, if authorized, the Executive Committee) of such Person evidencing approval of the Loan Documents to which it is a party and the matters contemplated thereby, (2) each document evidencing other necessary corporate action and governmental approvals, if any, with respect to the Loan Documents, (3) such Person's by-laws, certificate of incorporation and amendments thereto and (4) written consent of a majority of those members of the Borrower's Board of Directors who are not, and have not been during the five years prior hereto, employees of the Borrower and who were either members of the Borrower's Board of Directors on November 25, 1986, or who subsequently became directors of the Borrower and whose election or nomination for election by the Borrower's shareholders, were approved by a majority of the directors described in this clause (4) on the Board of Directors at the time of such election or nomination (collectively, the "Independent Directors");
(B) a favorable opinion of counsel(s) to the Borrower and the Guarantors dated as of the Closing Date on such matters and in such form as the Agent shall require;
(C) a written certificate as of the Closing Date by the Secretary or an Assistant Secretary of the Borrower and each Guarantor as to the names and signatures of the officers of such Person authorized to sign the Loan Documents to which such Person is a party and the other documents or certificates of such Person to be executed and delivered pursuant thereto;
(D) recent certificates, issued by the Secretary of State of each jurisdiction where the Borrower and each Guarantor is incorporated and/or authorized to do business, stating that such Person is a corporation duly incorporated or authorized to do business (as the case may be) and in good standing under the laws of such jurisdiction;
(E) the Notes executed by the Borrower;
(F) the Pledge A...
General conditions precedent. The agreement of the Lenders and the Agent referred to in clause 2 shall be further subject to:
(a) the representations and warranties in clause 4 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 Default having occurred and continuing at the time of the Effective Date.