All Other Conditions Satisfied Sample Clauses

All Other Conditions Satisfied. On the Closing Date, and prior to making the Loan, (a) the representations and warranties contained in the Agreement and the other Loan Documents shall be true and correct in all respects on and as of the date of the making of the Loan or any advance thereof; and (b) any and all of the other conditions to Lender’s making the Loan have been satisfied. Customer acknowledges and agrees that Lender’s disbursement of any part or all of the Loan proceeds or its having taken any other actions in furtherance of consummating the transactions contemplated in connection with the Loan, shall not prejudice any of Lender’s rights or remedies with respect to any conditions thereto which are not fully and indefeasibly satisfied as and when required in this Closing Terms Addendum; and Lender hereby reserves all of its rights and remedies with respect thereto, unless and to the extent expressly waived in writing by Lender’s authorized officer.
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All Other Conditions Satisfied. On the Closing Date, and prior to making the Loan, (a) the representations and warranties contained in the Loan Documents are true and correct in all respects; and (b) any and all of the other conditions to Lender’s making the Loan have been satisfied. As and when required thereby, Borrower shall have caused the seller of the Aircraft to have complied with all Applicable Laws pertaining to the consummation of the sale of the Aircraft to Borrower, consistent with the title, registration and Lien status as contemplated herein. Borrower acknowledges and agrees that Lender’s disbursement of any part or all of the Loan proceeds or its having taken any other actions in furtherance of consummating the transactions contemplated in connection with the Loan, shall not prejudice any of Lender’s rights or remedies with respect to any conditions thereto which are not fully and indefeasibly satisfied as and when required in this CTA; and Lender hereby reserves all of its rights and remedies with respect thereto, unless and to the extent expressly waived in writing by Lender’s authorized officer. WWE JET SERVICES, INC., a Delaware corporation (the “Registered Owner”) is the borrower under that certain Loan and Aircraft Security Agreement dated as of August 7, 2013 (the “Agreement”) executed in favor of RBS ASSET FINANCE, INC. (“Lender”), with respect, in part, to one (1) Bombardier Model BD-700-1A11 aircraft bearing manufacturer’s serial number 9245 (described on the International Registry drop down menu as BOMBARDIER model GLOBAL 5000 with serial number 9245) and United States Registration Number N200ES and two (2) Rolls Royce Deutschland Ltd & Co KG model BR700-710A2-20 aircraft engines bearing manufacturer’s serial number 12597 and 12598 (described on the International Registry drop down menu as ROLLS ROYCE model BR710 with serial numbers 12597 and 12598) (the “Aircraft”); and Registered Owner is the registered owner of the Aircraft with the Federal Aviation Administration (“FAA”) Aircraft Registry (the “Registry”). In consideration of the loan made by Lender (the “Loan”) that is secured by the Agreement (the receipt and sufficiency of which are hereby acknowledged) and in accordance with the Agreement, Registered Owner hereby: 1. IRREVOCABLY AND UNCONDITIONALLY APPOINTS Lender as its true and lawful Attorney in Fact (in such capacity the “Attorney in Fact”) to generally do any and all such acts and things as may be required and to execute and deliver on its behalf an...
Sample 1
All Other Conditions Satisfied. On the Acceptance Date, and prior to disbursing the funds pursuant to the pay proceeds letter, (a) the representations and warranties contained in the Lease and the other Transaction Documents shall be true and correct in all respects on and as of the date of such disbursement; and (b) any and all of the other conditions to Lessor’s purchasing and leasing the Aircraft to Lessee pursuant to the Lease have been satisfied. As and when required thereby, Lessee shall have caused the Supplier of the Aircraft to have complied with all Applicable Laws pertaining to the consummation of the sale of the Aircraft to Lessor, consistent with the title, registration and Lien status as contemplated herein. Lessee acknowledges and agrees that Lxxxxx’s disbursement of any part or all of the purchase price or any other amounts disbursed pursuant to the pay proceeds letter or the taking of any other actions by Lessor in furtherance of consummating the transactions contemplated in connection with the Lease, shall not prejudice any of Lessor’s rights or remedies with respect to any conditions thereto which are not fully and indefeasibly satisfied as and when required in this Closing Terms Addendum; and Lessor hereby reserves all of its respective rights and remedies with respect thereto, unless and to the extent expressly waived in writing by Lxxxxx’s authorized officer. OPTION ADDENDUM (“Option Addendum”) to Aircraft Lease (MSN 42000181) dated as of November 23, 2021 (the “Lease”), between WESTERN FINANCE COMPANY, an Arizona corporation, as lessor (“Lessor”), and GALILEE 1 SPV LLC, a Delaware limited liability company, as lessee (“Lessee”). All capitalized terms not defined in this Option Addendum are defined in the Lease. Execution of the Lease by Lxxxxx and Lessor shall be deemed to constitute execution and acceptance of the terms and conditions of this Option Addendum, and it shall supplement and be a part of the Lease.
Sample 1
All Other Conditions Satisfied. On the Closing Date, and prior to making the Loan, (a) the representations and warranties contained in the Loan Documents are true and correct in all respects; and (b) any and all of the other conditions to Lender’s making the Loan have been satisfied. As and when required thereby, Borrower shall have caused the seller of the Aircraft to have complied with all Applicable Laws pertaining to the consummation of the sale of the Aircraft to Borrower, consistent with the title, registration and Lien status as contemplated herein. Borrower acknowledges and agrees that Lender’s disbursement of any part or all of the Loan proceeds or its having taken any other actions in furtherance of consummating the transactions contemplated in connection with the Loan, shall not prejudice any of Lender’s rights or remedies with respect to any conditions thereto which are not fully and indefeasibly satisfied as and when required in this CTA; and Lender hereby reserves all of its rights and remedies with respect thereto, unless and to the extent expressly waived in writing by Lender’s authorized officer.
Sample 1

Related to All Other Conditions Satisfied

  • 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.

  • Further Conditions Seller shall deliver to Buyer full and complete possession of the property, subject to the Permitted Exceptions. Absolutely no access to the Property prior to Closing is allowed without Seller’s advance written authorization and upon execution of an appropriate waiver of liability. Neither Buyer nor any of its representative, agents or contractors shall be deemed an invitee of the Property by virtue of this Agreement, the Property Data or the offering of the Property for sale. Further, no invasive environmental tests shall be performed by any Buyer without Seller’s advance written consent.

  • 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 The Contractor will be required to protect all work and materials against damage or injury from the weather. If, in the opinion of the County, any work or materials shall have been damaged or injured by reason of failure to protect such, all such materials or work shall be removed and replaced at the expense of the Contractor.

  • Other Conditions Precedent Each of the conditions set forth in Sections 4.1.4, 4.1.5, 4.1.6 and 4.1.10 shall have been satisfied unless the failure of any such condition to be satisfied is the result of any action or inaction by Mortgagee.

  • Fulfillment of Conditions Purchaser (a) shall take all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each other condition to the obligations of Seller contained in this Agreement, and (b) shall not, and shall not permit any of its Affiliates to, take or fail to take any action that would reasonably be expected to result in the non-fulfillment of any such condition.

  • 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.

  • Termination Conditions Such license shall not be terminated or its exploitation enjoined, until and unless: (i) Hitachi has committed a material breach of its obligations under this IP License Agreement, Opto-Device has given written notice of such breach to Hitachi and such breach remains uncured after the Cure Period, or, in the case of a breach, which cannot be cured within such Cure Period, Hitachi has not instituted within such Cure Period steps necessary to remedy the default and/or thereafter has not diligently pursued the same to completion; or (ii) such a material breach is incurable. In the event the breach is a curable breach that cannot be cured within the Cure Period but with respect to which Hitachi has instituted steps necessary to remedy the default and is thereafter diligently pursuing such cure, both parties shall negotiate to determine whether further pursuit of such cure is reasonable. If the parties cannot agree on a resolution in such negotiations, then this issue shall be referred to arbitration pursuant to the arbitration procedures set forth in Exhibit B hereto to decide whether such breach can be cured or any other alternative remedy should be adopted. In the event the breach is an incurable breach, the parties agree that the matter shall be referred to arbitration pursuant to the arbitration procedures set forth in Exhibit B hereto to determine the appropriate remedy. In the event that either party submits the dispute to arbitration, both parties shall cooperate in such binding arbitration in accordance with Exhibit B.

  • Adverse Weather Conditions Except in emergency conditions, the Employer shall not require an employee to work outside under extreme weather conditions.

  • Further conditions precedent If any of the conditions set forth below does not exist on or before the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement: 8.1 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the Acquired Fund's shareholders in accordance with the provisions of the Safeco Trust's Trust Instrument and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1; 8.2 On the Closing Date, no action, suit or other proceeding shall be pending 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; 8.3 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by either party hereto 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 either party hereto, provided that either party may waive any such conditions for itself; 8.4 The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act and no stop orders suspending the effectiveness of such Registration Statement 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 Securities Act; 8.5 The parties shall have received an opinion of Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xxxxxxxxtory xx xhe Safeco Trust and the Acquiring Trust and subject to customary assumptions and qualifications, substantially to the effect that for federal income tax purposes the acquisition by the Acquiring Fund of the Acquired Assets solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, in liquidation of the Acquired Fund, of Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares and the termination of the Acquired Fund, will constitute a "reorganization" within the meaning of Section 368(a) of the Code; 8.6 The Acquired Fund shall have distributed to its shareholders, in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its investment company taxable income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthly, the dividend distribution that the Acquiring Fund normally would make in December of 2004 shall have been made to shareholders of record prior to the Closing.

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