Reporting and Filing Conditions Precedent Sample Clauses

Reporting and Filing Conditions Precedent. Upon completion of the following Conditions Precedent, the Seller shall be obligated to, at the request of the Purchaser, carry out related procedures at MOFCOM and AIC for registering the Purchaser as the new shareholder of the Sale Equity, new director and other senior executives to be appointed by the Purchaser, and New AoA: (i) Each of the Purchaser and the Seller has duly executed this Agreement; (ii) Each of the Purchaser and the Seller has consummated such relevant internal corporate review and approval procedures as necessary for execution of, performance of and compliance with this Agreement and for the transaction contemplated hereunder; (iii) All of the conditions as set forth in Clause 3.2.1 (iii) to (xi) of AKR SPA have been met to the satisfaction of the Sellers; (iv) ▇▇▇▇▇▇▇▇▇ has provided the Seller with the information about the new directors, supervisors, legal representative and general managers of the Company appointed/nominated by the Purchaser and other information needed for completing relevant procedures at MOFCOM, AIC, SAFE and other authorities. (i) Conditions Precedent for Seller. (a) The representations and warranties made by the Purchaser on the date hereof are true, correct, accurate, complete and not misleading; (b) The Purchaser has performed and complied with such relevant commitments, obligations and conditions as specified herein, except those expressly stated under this Agreement to be performed only after the Closing in fact takes place; (c) The Purchaser shall, to its best efforts and to the extent practicable, have obtained all such relevant approval documents approving this Agreement and the transaction contemplated hereunder as issued by Guangxi Beibu Gulf International Port Group Co. Ltd (广西北部湾国际港务集团有限公司) or other approval or procedures as may be required from SASAC or other relevant authorities; and (d) The Purchaser has provided to the Seller with all of the related tax clearance certificates evidencing all relevant tax clearance needed for remitting all of the amounts under Clause 2.2.1 hereof to the Seller offshore has been duly completed.
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Related to Reporting and Filing 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:

  • Evidence of Compliance with Conditions Precedent The Guarantor shall provide to the Guarantee Trustee such evidence of compliance with such conditions precedent, if any, provided for in this Guarantee Agreement that relate to any of the matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate or opinion required to be given by an officer pursuant to Section 314(c)(1) may be given in the form of an Officers' Certificate.

  • Effectiveness; Conditions Precedent This Amendment, and the amendments contained herein, shall not be effective until the satisfaction of each of the following conditions precedent (the date the following conditions precedent are satisfied being referred to as the “Amendment Effective Date”): (a) The Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent and each of which (unless otherwise specified) shall be original copies or telecopies promptly followed by original copies: (i) a certificate of the Borrower, dated the Amendment Effective Date and signed by the Chief Executive Officer, President, Chief Financial Officer, Treasurer or other Authorized Officer of the Borrower certifying, on behalf of itself and the other Loan Parties, as to the representations and warranties set forth in Section 3; (ii) A certificate dated the Amendment Effective Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties (or an Authorized Officer if there is no Secretary or Assistant Secretary of any such Loan Party), certifying as appropriate as to: (A) all action taken by each Loan Party in connection with this Amendment and the other Loan Documents executed and delivered in connection with this Amendment; (B) the names of the officer or officers authorized to sign this Amendment and the other Loan Documents and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of each Loan Party for purposes of this Amendment and the other Loan Documents and the true signatures of such officers, on which the Administrative Agent and each Lender may conclusively rely; (C) copies of its certificate of incorporation, certificate of limited partnership, certificate of formation, or equivalent document as in effect on the Amendment Effective Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business; and (D) copies of its bylaws, partnership agreement, limited liability company agreement or equivalent document as in effect on the Amendment Effective Date or certifications of no changes thereto since September 2, 2021. (iii) This Amendment, Notes to the extent requested by ▇▇▇▇▇▇▇ and any other Loan Documents executed and delivered in connection with this Amendment signed by an Authorized Officer of the Loan Parties, and this Amendment signed by the Administrative Agent and each Lender; (iv) A written opinion of (A) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties (who may rely on the opinions of such other counsel and certificates of the Loan Parties’ in-house counsel as may be reasonably acceptable to the Administrative Agent), dated the Amendment Effective Date, and (B) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, in-house counsel for the Loan Parties, and in her capacity as Assistant General Counsel of NJR Service Corporation, dated the Amendment Effective Date, in each case, covering such matters concerning the Loan Parties and this Amendment, the Amended Credit Agreement and the other Loan Documents executed and delivered in connection with this Amendment as the Administrative Agent may reasonably request; (v) lien searches in acceptable scope and with acceptable results; and (vi) such other information and documentation as may reasonably be requested by the Administrative Agent or any Lender from time to time. (b) The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender such documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (c) The Borrower shall have paid all fees and expenses payable on or before the Amendment Effective Date as required by this Amendment or any other Loan Document. (d) Since September 30, 2021, no Material Adverse Change shall have occurred. (e) The making of the Loans and the issuance of the Letters of Credit shall not contravene any Law applicable to any Loan Party or any of the Lenders. (f) No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, this Amendment, the Amended Credit Agreement or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby or which, in the Administrative Agent’s sole discretion, would make it inadvisable to consummate the transactions contemplated by this Amendment, the Amended Credit Agreement or any of the other Loan Documents. (g) All regulatory approvals and consents and licenses necessary for the consummation of the transactions contemplated hereunder and the Amended Credit Agreement shall have been completed and there shall be an absence of any legal or regulatory prohibitions or restrictions in respect of the transactions contemplated hereunder or the Amended Credit Agreement. Without limiting the generality of the provisions of the last paragraph of Section 10.3 of the Existing Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 2, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Amendment Effective Date specifying its objection thereto.

  • Seller’s Conditions Precedent The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: (a) The representations and warranties made by Purchaser in this Agreement shall be true in all material respects when made and on and as of the Closing as though such representations and warranties were made on and as of Closing. Sellers shall have received from Purchaser at Closing a satisfactory certificate to such effect signed by an authorized officer of Purchaser. (b) Purchaser shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Purchaser before or at Closing. Sellers shall have received from Purchaser at the Closing a satisfactory certificate to such effect, signed by an authorized officer of Purchaser. (c) Purchaser shall have executed and delivered to Sellers at the Closing each of the Purchaser Documents and such additional documents as may be reasonably requested by Sellers in order to consummate the transactions contemplated by this Agreement. (d) Purchaser shall have paid or made provisions acceptable to Sellers for the payment of all fees, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the transfer of the Assets pursuant to this Agreement. (e) Purchaser shall have executed a lease of or concession agreements regarding the Subways (2) locations the form of which is set out in Exhibit 9.1(e) (the “Subway Leases”), which shall grant the Purchaser the right to approve any subsequent sublease or assignment, which approval cannot be unreasonably withheld. (f) At Closing, the Real Properties transferred shall constitute at least thirteen (13) of the Purchased Owned Real Properties and Purchased Leased Real Properties in aggregate. (g) Sellers shall have received all consents required to consummate the transactions contemplated by this Agreement. Purchaser shall reasonably cooperate with Sellers in obtaining such consents. (h) No action or proceeding before a court or any other governmental agency or body shall have been instituted or threatened to restrain or prohibit any of the transactions contemplated in this Agreement. (i) Sellers’ obligations under this Agreement are conditioned and contingent upon the consummation of the LGO Asset Purchase Agreement simultaneously with or prior to Closing hereunder.

  • Conditions Precedent to Initial Transaction Buyer’s agreement to enter into the initial Transaction hereunder is subject to the satisfaction, immediately prior to or concurrently with the making of such Transaction, of the condition precedent that Buyer shall have received from the Seller any fees and expenses payable hereunder, and all of the following documents, each of which shall be satisfactory to Buyer and its counsel in form and substance: (i) The following Repurchase Documents delivered to the Buyer: