Authority's Conditions Precedent Sample Clauses

Authority's Conditions Precedent. 2.3.1 The Authority shall satisfy or procure the satisfaction of the following Conditions Precedent as soon as reasonably possible and in any event by the Long-stop Date and give notice to the Operator no later than 5 (Five) Days after the date of satisfaction of each condition; provided that the Authority shall not be obligated to procure the satisfaction of any of the following Conditions Precedent unless the Operator has fulfilled its Conditions Precedent specified in Article 2.2.2. 2.3.2 The Conditions Precedent to be satisfied by the Authority are as follows: (a) the Authority has opened up the Authority Annuity Amount Payment Account (Escrow Account) and has funded it up to the first Payable Annuity Amount Payment as per the ANNEX XIV; (b) the Authority has handed over possession of the Facility to the Operator in accordance with the Handing Over Criteria; (c) the Authority has notified the EMOs District Support Committee(s) and has appointed its representatives on such EMOs District Support Committee(s); and (d) the Authority has issued a notification, notifying the handing over of the Facility to the Operator; in each case, in such form as may be satisfactory to the Operator (acting reasonably).
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Authority's Conditions Precedent. The Authority shall be responsible for the satisfaction of the following Conditions Precedent, within the time period specified for each Condition Precedent and if no such time period is specified, within a period of 270 (two hundred and seventy) days from the Execution Date: (i) {simultaneously with the execution of the Lease Deed in accordance with Clause 4.2.3(i), handing over the physical possession of the Site, free from any Encumbrance, to the Concessionaire on an 'as and where' basis in accordance with Article 10 and the Lease Deed for the development, construction and operation of the of the Project5}; (ii) {subject to the Concessionaire meeting the eligibility criteria prescribed under the XXXX and provided that the Concessionaire has submitted a duly completed CAF in accordance with the requirements stipulated under the XXXX and the Orissa Industries (Facilitation) Act, 2004 and the rules and regulations made thereunder to the relevant Governmental Instrumentality for its approval within 180 (one hundred and eighty) days from the Execution Date, procuring that the concerned Governmental Instrumentality processes and approves the CAF submitted by the Concessionaire;}6 (iii) procuring the approvals relating to the land use of the Site for the purpose of the construction of the Hospital, if required; (iv) procuring and providing the necessary infrastructure for electricity connectivity up to the boundary limits of the Site, at its own cost; (v) construction of permanent approach roads of minimum width of 3 (three) meters to the Site, at its own cost, if there are no existing approach roads; (vi) procuring and providing the necessary infrastructure for sewage disposal and other utilities up to the boundary limits of the Site, at its own cost (vii) depositing funds equivalent to the first Tranche of Fixed Grant in the Escrow Account; (viii) appointment of the Independent Engineer in accordance with Article 23 within a period of 60 (sixty) days from the Execution Date; and (ix) appointment of the Monitoring Agency in accordance with Article 24 within a period of 60 (sixty) days from the Execution Date.
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Authority's Conditions Precedent. The Authority shall fulfil the following Conditions Precedents within a period no later than [insert number of days]3 from the Execution Date. The Authority shall: a. execute the Depot License Agreement with the Operator within [15 (fifteen)] days from the Execution Date as per the format provided in Schedule V; b. handover the Bus Depot within [30 (thirty)] days from the Execution Date, subject to the execution of the Depot License Agreement as per Schedule V in accordance with Article 11 and equip it with plant and equipment as specified in Schedule VI; c. execute the Escrow Agreement with the Operator and the Escrow Bank within [15 (fifteen)] days from the Execution Date as per Article 17 of this Contract and in accordance with the format provided in Schedule XII;
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Authority's Conditions Precedent. 4.1.1. The Conditions Precedent required to be satisfied by the Authority shall be deemed to have been fulfilled when: a. The Authority shall have handed over the Project Site & Project Facility as per Schedule 1 of this draft Concession Agreement to the Concessionaire for the development of the Project; The Project Site shall be provided on an “as- is-where-is basis” condition for use during the Concession Period for the purpose of the Project free of any charges. b. The Authority shall have appointed anProject Monitoring Consultant/Independent Engineer in accordance with Article 5. c. Copies of the council resolution authorizing the Authority to execute the Agreement.
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Authority's Conditions Precedent. The Authority shall satisfy the following Conditions Precedent, if not already satisfied on or before the Execution Date: (i) free of cost and for the Term, provide enclosed space measuring at least 1.5 square meters for the Project SPV to set up its call centre and control room and shall execute all necessary documents to make such space available; (ii) deposit in the Escrow Account 25% of the Capital Subsidy payable to the Project SPV; (iii) deposit in the Escrow Account the Annuity Fee for 6 Months of operation of the Project; (iv) appoint and notify the other Parties of the name of the Authority Representative; and (v) obtain all necessary permits and consents, from the relevant Government Authorities as required to conduct the Joint Survey in accordance with Clause 3 and to grant exclusive rights to the Project SPV in accordance with Clause 4.2.
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Authority's Conditions Precedent. The Authority shall satisfy the following Conditions Precedent, if not already satisfied on or before the Execution Date: (i) free of cost and for the Term, provide enclosed space measuring at least 30 square meters for the Project SPV to set up its call centre and control room at Cluster level and shall execute all necessary documents to make such space available; (ii) deposit in the Escrow Account 30% of the capital subsidy amount (computed based on the capital expenditure from the bid of the selected bidder); (iii) appoint and notify the other Parties of the name of the Authority Representative; and
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Authority's Conditions Precedent. The Concessionaire may, upon providing the Construction Performance Security to the Authority in accordance with Clause 9.1, within a period of 30 (thirty) days from the Execution Date or on an earlier day acceptable to the Authority, by notice require the Authority to satisfy any or all of the Conditions Precedent set forth in this Clause 4.2.1 within the time period specified for each Condition Precedent and if no such time period is specified, within a period of 270 (two hundred and seventy) days from date of the notice, and the conditions precedent required to be satisfied by the Authority prior to the Effective Date shall be deemed to have been fulfilled when the Authority shall have: (i) Executed signed the Lease Deed within a period of 60 (sixty) days from the Execution Date; (ii) simultaneously with the execution of the Lease Deed provided to the Concessionaire the Right of Way to the Site, free from any Encumbrance, and on an 'as is where is' basis in accordance with the provisions of Article 10 and the Lease Deed for the development, construction and operation of the of the Project; (iii) taken all necessary action for approval of the Central Capital Grant, in accordance with the Central VGF Scheme. (iv) procured and provided the necessary infrastructure for electricity connectivity up to the boundary limits of the Site, at its own cost;
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Authority's Conditions Precedent. 2.3.1 The Authority shall satisfy or procure the satisfaction of the following Conditions Precedent as soon as reasonably possible and in any event by the Long-stop Date and give notice to the Operator, Independent Expert, and Independent Auditor no later than five (5) Days after the date of satisfaction of each condition; provided that the Authority shall not be obligated to procure the satisfaction of any of the following Conditions Precedent unless the Operator has fulfilled its Conditions Precedent specified in Article 2.2.2. 2.3.2 The Conditions Precedent to be satisfied by the Authority are as follows: (a) the Authority has opened the Authority Annuity Amount Payment Account (the 'Escrow Account') for 50 Bedded Facility, Lal Market, New Karachi and has funded it up to the half of the First Year's Payable Annuity Amount Payment as per the ANNEX XIV (FINANCIAL MODEL); (b) the Authority has issued a notification, notifying the Handing Over of the Facility as set out in detail in ANNEX XV (DETAILS OF FACILITY) to the Operator.
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Related to Authority's Conditions Precedent

  • Conditions Precedent The effectiveness of this Third Amendment is subject to the following: 7.1 The Administrative Agent shall have received counterparts (in such number as may be requested by the Administrative Agent) of this Third Amendment from the Borrower, each Guarantor and each Lender (including each New Lender). 7.2 The Administrative Agent shall have received an Administrative Questionnaire from each New Lender. 7.3 The Administrative Agent shall have received from the relevant Loan Parties duly executed and notarized mortgages and/or mortgage supplements or amendments in form and substance reasonably satisfactory to the Administrative Agent so that, after giving effect to the recording of such mortgages, mortgage supplements and/or amendments, the Administrative Agent shall be reasonably satisfied that it has first priority, perfected Liens (subject only to Excepted Liens identified in clauses (a) to (d) and (f) of the definition thereof, but subject to the provisos at the end of such definition) on at least 85% of the total value (as determined by the Administrative Agent based on the present value of the Proved Reserves attributable thereto using a 9% discount rate) of the Oil and Gas Properties evaluated in the Reserve Report most recently delivered pursuant to Section 8.12(a), including any amendments necessary to reflect the Aggregate Maximum Credit Amount (as amended by this Third Amendment). 7.4 The Administrative Agent shall have received from the Borrower title information setting forth the status of title to at least 85% of the total value (as determined by the Administrative Agent based on the present value of the Proved Reserves attributable thereto using a 9% discount rate) of the Oil and Gas Properties evaluated in the Reserve Report most recently delivered pursuant to Section 8.12(a). 7.5 No Default or Borrowing Base Deficiency shall have occurred and be continuing as of the date hereof after giving effect to the terms of this Third Amendment. 7.6 The Administrative Agent shall have received all fees and other amounts due and payable to the Administrative Agent or any Lenders in connection with this Third Amendment. 7.7 The Administrative Agent shall have received duly executed Notes payable to each Lender requesting a Note in a principal amount equal to its Maximum Credit Amount (as amended by this Third Amendment) dated as of the date hereof. 7.8 The Administrative Agent shall have received such other documents as the Administrative Agent or its special counsel may reasonably require. The Administrative Agent is hereby authorized and directed to declare this Third Amendment to be effective when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 7 or the waiver of such conditions as permitted hereby. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes.

  • Initial Conditions Precedent The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent: (a) The Agent shall have received each of the following, in form and substance satisfactory to the Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes and Bid Rate Notes executed by the Borrower, payable to all Lenders and any Designated Lender, if applicable, and complying with the terms of Section 2.11.(a); and the Swingline Note executed by the Borrower; (iii) the Guaranty executed by the Parent and any other Person that would be required under Section 8.13. to become a party to the Guaranty as of the Effective Date; (iv) (A) an opinion of Xxxxx & Xxxxxxx, counsel to the Borrower, the Parent and the other Guarantors addressed to the Agent and the Lenders and (B) an opinion of Xxxxxx & Bird LLP, counsel to the Agent addressed to the Agent and the Lenders; (v) the certificate or articles of incorporation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of each Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Person; (vi) a certificate of good standing (or certificate of similar meaning) with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Person and certificates of qualification to transact business or other comparable certificates issued by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Person is required to be so qualified; (vii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Person authorized to execute and deliver the Loan Documents to which such Person is a party, and in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower Notices of Borrowing, Notices of Swingline Borrowing, requests for Letters of Credit, Notices of Conversion, Notices of Continuation and Bid Rate Quote Requests; (viii) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) Loan Party of (A) the by-laws of such Person, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (B) all corporate, partnership, member or other necessary action taken by such Person to authorize the execution, delivery and performance of the Loan Documents to which it is a party, if any; (ix) an Unencumbered Pool Certificate calculated as of the Effective Date; (x) a Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending December 31, 2006; (xi) evidence satisfactory to the Agent that the Existing Credit Agreement has been paid in full and that all commitments thereunder have been terminated; (xii) a Transfer Authorizer Designation Form effective as of the Agreement Date; (xiii) evidence satisfactory to the Agent that the Fees, if any, then due and payable under Section 3.6., together with all other fees, expenses and reimbursement amounts due and payable to the Agent and any of the Lenders, including without limitation, the fees and expenses of counsel to the Agent, have been paid; and (xiv) such other documents and instruments as the Agent, or any Lender through the Agent, may reasonably request; and (b) In the good faith judgment of the Agent: (i) There shall not have occurred or become known to the Agent or any of the Lenders any event, condition, situation or status since December 31, 2005, concerning the Borrower, the Parent, any other Loan Party or any other Subsidiary that has had or could reasonably be expected to result in a Material Adverse Effect; (ii) No litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (A) result in a Material Adverse Effect or (B) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of any Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (iii) The Borrower and the other Loan Parties shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby (which approvals, consents and waivers shall be in full force and effect) without the occurrence of any default under, conflict with or violation of (A) any Applicable Law or (B) any agreement, document or instrument to which any Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which, or the failure to make, give or receive which, would not reasonably be likely to (1) have a Material Adverse Effect, or (2) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; and (iv) There shall not have occurred or exist any other material disruption of financial or capital markets that could reasonably be expected to materially and adversely affect the transactions contemplated by the Loan Documents.

  • 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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