Lender Conditions Sample Clauses

The Lender Conditions clause sets out specific requirements that must be satisfied before a lender is obligated to provide financing or disburse funds. These conditions may include the borrower providing certain documents, meeting financial covenants, or obtaining necessary approvals. By clearly outlining these prerequisites, the clause ensures that the lender's interests are protected and that funds are only released when all agreed-upon criteria are met, thereby reducing the lender's risk and ensuring due diligence.
Lender Conditions. In order to finance the development and operation of the System, Seller may borrow money or otherwise seek investment from a Lender (as defined in the Agreement). Buyer acknowledges that Seller may finance the acquisition, development, installation, operation and maintenance of the System with financing or other accommodations from one or more financial institutions and that Seller’s obligations to the Lender may be secured by, among other collateral, a pledge or collateral assignment of the Agreement and a first priority security interest in the System (collectively, the “Security Interest”). In order to facilitate the necessary financing, Buyer consents to Seller’s granting to the Lender the Security Interest. ▇▇▇▇▇ acknowledges and agrees that: (i) Buyer and all of Buyer’s rights under the Agreement are and will be subject and subordinate to the Security Interest (and as later modified by any and all renewals, modifications, supplement, amendments, consolidations, replacements, substitutions, additions, and extensions); and (ii) no amendment or modifications of the Agreement is permitted without the Lender’s written consent.
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Lender Conditions. On or prior to the Closing Date, Borrower shall deliver or cause to be delivered to Lender: (i) this Agreement, duly executed by B▇▇▇▇▇▇▇; (ii) a Note in the form of Appendix A hereto, duly executed by an authorized officer on behalf of the Borrower; (iii) a completed Flow of Funds in the form of Appendix B hereto, duly executed by an authorized officer on behalf of the Borrower; (iv) a Loan Request for the initial Loan, duly executed by an authorized officer on behalf of the Borrower; (v) an officer’s certificate of the Borrower certifying the Borrower’s: (A) certified charter (or similar formation document); (C) good standing certificate in its state of incorporation; (D) bylaws (or similar governing document); and (D) resolutions of its Board of Directors (or similar governing body) approving and authorizing the execution, delivery and performance of the Loan Documents and the transactions contemplated thereby, including the matters set forth in the following clause (vi); and (vi) not less than four current members of the Board of Directors shall have resigned (the “Former Directors”); and the three Lender Board Nominees shall have been elected or appointed by the remaining members of the Board of Directors (the “Remaining Directors”), which Lender Board Nominees shall serve as a majority of the members of the Board of Directors effective no later than the Closing Date.
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Lender Conditions. On or prior to the Closing Date, Borrower shall deliver or cause to be delivered to Lender: (i) this Agreement, duly executed by ▇▇▇▇▇▇▇▇; (ii) a Note in the form of Appendix A hereto, duly executed by an authorized officer on behalf of the Borrower; (iii) a completed Flow of Funds in the form of Appendix B hereto, duly executed by an authorized officer on behalf of the Borrower; (iv) a Loan Request for the initial Loan, duly executed by an authorized officer on behalf of the Borrower; and (v) an officer’s certificate of the Borrower certifying the Borrower’s: (A) certified charter (or similar formation document); (B) good standing certificate in its state of incorporation; (C) bylaws (or similar governing document); and (D) resolutions of its Board of Directors (or similar governing body) approving and authorizing the execution, delivery and performance of the Loan Documents and the transactions contemplated thereby.
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Lender Conditions. Lender shall have no obligation to make a Loan for the acquisition of any Item of Equipment hereunder unless on the Funding Date therefor each of the following conditions are fulfilled to the satisfaction of Lender: (a) the conditions precedent to Obligee's obligation to finance such Items of Equipment to Obligor in accordance with the terms hereof and of the Equipment Agreement shall have been satisfied, without waiver or modification (except as consented to by Lender), and Lender shall have received copies of all documents and opinions with respect thereto and any other evidence of satisfaction of such conditions as Lender may reasonably request; (b) the following shall have been duly authorized, executed and delivered by the respective party or parties thereto (other than Lender), shall be in full force and effect and received by Lender: (i) this Agreement, (ii) the Related Note, (iii) a certified copy of the Trust Agreement, (iv) the original counterpart of the Equipment Agreement and the Related Equipment Agreement Supplement, (v) for any Item of Equipment located in the United States, UCC-1s of the type described in Section 2.1(g), (vi) for any Item of Equipment located in France, a French Commercial Pledge Agreement, (vii) for any Item of Equipment located in Germany, each of the four Chattel Mortgage Agreements, (viii) for any Item of Equipment located in England or Wales, each of the three English Debentures, (ix) a certified copy of the Cross Receipt for such Item of Equipment and (x) the Liquidity Asset Purchase Agreement dated as of the date hereof among Lender, Commerzbank and the other Liquidity Providers thereto; (c) such Item of Equipment shall be reasonably acceptable to Lender, and Lender shall be satisfied that on the Funding Date Obligee has all rights and interests to such Items of Equipment subject to the Equipment Agreement and the Liens of this Agreement; (d) the Loan shall on the Funding Date qualify as a legal investment for Lender under any Applicable Laws regulating investments to which it may be subject (without recourse to provisions in any such law permitting limited investments without restriction as to the character of the particular investment), and Lender shall have received such evidence as it may reasonably request to establish compliance with this condition; (e) Lender shall have received a certificate in form and substance satisfactory to Lender dated such Funding Date from each of Obligee, Trust Company and Owner Par...
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Lender Conditions. Within 20 business days after the execution of this Agreement, Able will make its best efforts to provide to Sirit an agreement between Bank of America and Able which will provide that Bank of America will not place Able in involuntary bankruptcy from the date of this Agreement until (a) 91 days following the issuance and registration of the Sirit Shares; or (b) for 91 days following the date on which the Consent Judgment has been paid or satisfied in full, whichever is later, (but in no event later than May 31, 2001), to the extent it has such a right, upon the condition that Able satisfies its obligations to Bank of America under its agreements with Bank of America.
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Lender Conditions 
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Related to Lender Conditions

  • SUPERIOR CONDITIONS 21.01 All existing benefits, rights, privileges, practices, terms or conditions of employment which may be considered to be superior to those contained herein and which are set out in Appendix 4 are specifically retained by this Agreement unless otherwise agreed by the local parties. The parties agree to remove from Appendix 4 those superior conditions which no longer have application. Where the parties cannot agree on whether a superior condition continues to have application, the issue will be reduced to a grievance and referred to arbitration. 21.02 The Union and the Participating Hospitals agree to establish a committee consisting of two (2) representatives of the Union and two (2) representatives of the Participating Hospitals to review the superior conditions appendices in each of the participating hospitals. This committee will report to their respective negotiating committees prior to the next round of central negotiations.

  • Prior Conditions Satisfied All conditions set forth in §10 shall continue to be satisfied as of the date upon which any Loan is to be made or any Letter of Credit is to be issued.

  • Other Conditions 4.1 The Bank may at any time vary, modify or amend the terms and conditions of the Program as it may, in its reasonable discretion, think fit, and the Cardholder shall be bound by such variations and amendments after such variations and amendments have been communicated to the Cardholder. 4.2 Any abuse or fraud in respect of the issuance of Points or redemption of Rewards (including any Points transfer to designated airlines’ programmes), may result in the cancellation of accrued Points and any Rewards already issued. 4.3 Without prejudice to any of the Bank’s rights and remedies, the Bank is entitled, at any time, in its reasonable discretion with reasonable notice, to terminate the Program or withdraw, cancel or invalidate any Reward and/ or Points already issued. 4.4 The Bank is not liable if it is unable to perform its obligations under these terms and conditions, due directly or indirectly to the failure of any machine or communication system, industrial dispute, war, Act of God, or anything outside the control of the Bank, its agents or any third party. The Bank shall not be responsible for any delay in the transmission to the Bank of evidence of Retail Purchases by the participating merchants or any other third party. 4.5 The Cardholder hereby authorizes the Bank to disclose information regarding himself/herself and his/her Card Account(s) to such third parties as the Bank deems necessary for the purposes of the Program. 4.6 The Bank’s records of all matters relating to this program are conclusive and binding on the Cardholder, save in the case of the Bank’s manifest or clerical error. The Bank is entitled to, for any reason and at any time, with reasonable notice, suspends the calculation or accrual of Points to rectify any errors in the calculation, or otherwise adjust such calculation. 4.7 The Bank’s decision on all matters relating to the Program shall be final and binding on the Cardholder. 4.8 Any redemption of any Reward shall be governed by the Citi ThankYou Rewards Program Terms and Conditions as amended from time to time.

  • Weather Conditions In the event of temporary suspension of work or during inclement weather or whenever the OWNER shall direct, the CONSTRUCTION MANAGER will, and will cause its Subcontractors to protect carefully its and their work and material against damage or injury from the weather. If, in the opinion of the OWNER, any Work or material shall have been damaged or injured by reason of failure on the part of the CONSTRUCTION MANAGER or any of its Subcontractors so to protect his work, said materials shall be removed and replaced at the expense of the CONSTRUCTION MANAGER.

  • 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.