CONDITION PRECEDENT TO FIRST DISBURSEMENT. (a) DFC shall have received a certificate, in the form of Exhibit G (Narcotics Offense and Drug Trafficking Certification), from each Key Individual.
CONDITION PRECEDENT TO FIRST DISBURSEMENT Sample Clauses
Related to CONDITION PRECEDENT TO FIRST DISBURSEMENT
Condition Precedent to Requesting Payment Grantee will disburse program income, rebates, refunds, contract settlements, audit recoveries, and interest earned on such funds before requesting cash payments including any advance payments from the System Agency.
Conditions Precedent to Disbursement Agency’s obligation to disburse Grant Funds to Grantee under this Grant is subject to satisfaction of each of the following conditions precedent: 7.2.1 Agency has received sufficient funding, appropriations, expenditure limitation, allotments or other necessary expenditure authorizations to allow Agency, in the exercise of its reasonable administrative discretion, to make the disbursement from the Funding Source; 7.2.2 No default as described in Section 15 has occurred; and 7.2.3 Grantee’s representations and warranties set forth in Section 8 are true and correct on the date of disbursement(s) with the same effect as though made on the date of disbursement.
Condition Precedent The obligations of the parties to this Agreement are subject to the Receiver and the Corporation having received at or before Bank Closing evidence reasonably satisfactory to each of any necessary approval, waiver, or other action by any governmental authority, the board of directors of the Assuming Institution, or other third party, with respect to this Agreement and the transactions contemplated hereby, the closing of the Failed Bank and the appointment of the Receiver, the chartering of the Assuming Institution, and any agreements, documents, matters or proceedings contemplated hereby or thereby.
Conditions Precedent to Borrowing The obligation of the Liquidity Provider to make an Advance on the occasion of each Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and, prior to the date of such Borrowing, the Borrower shall have delivered a Notice of Borrowing which conforms to the terms and conditions of this Agreement and has been completed as may be required by the relevant form of the Notice of Borrowing for the type of Advances requested.
Conditions Precedent to Obligation of the Company The obligation of the Company to effect the Exchange and otherwise consummate the transactions contemplated by this Agreement is subject to the satisfaction, at or prior to the Closing, of each of the following conditions:
Conditions Precedent to the Obligation of the Company to Sell the Shares The obligation hereunder of the Company to issue and sell the Shares is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. These conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion.
CONDITIONS PRECEDENT TO THE OBLIGATION OF THE COMPANY TO ISSUE AND SELL COMMON STOCK The obligation hereunder of the Company to issue and sell the Put Shares to Investor is subject to the satisfaction of each of the conditions set forth below. (a) ACCURACY OF INVESTOR'S REPRESENTATIONS AND WARRANTIES. The representations and warranties of Investor shall be true and correct in all material respects as of the date of this Agreement and as of the date of each such Closing as though made at each such time. (b) PERFORMANCE BY INVESTOR. Investor shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Investor at or prior to such Closing.
Conditions Precedent to the Loan (a) As a condition precedent to the borrowing of the Loan hereunder, the Lender must receive the following from the Borrower in form reasonably satisfactory to the Lender and, except for items (i) and (ii) below, dated as of the date of the borrowing of the Loan (it being agreed that the forms delivered to the Administrative Agent under the Incorporated Agreement, with such changes as are appropriate to refer to this Agreement, are satisfactory to the Lender): (i) this Agreement duly executed and delivered on behalf of the Borrower; (ii) if requested by the Lender at least two Business Days prior to the borrowing of the Loan, a promissory note as contemplated in Paragraph 1(d) above; (iii) a certificate signed by any Authorized Officer or Secretary or Assistant Secretary of the Borrower stating that as of the date of the borrowing of the Loan no Event of Default or Potential Default shall exist and that the representations and warranties contained in Paragraph 3 of this Agreement are true and correct on such date (including, without limitation, those incorporated herein); (iv) copies of the Certificate of Incorporation of the Borrower, together with all amendments, certified by any Authorized Officer or the Secretary or Assistant Secretary of the Borrower, and a certificate of good standing, certified on or within ten days prior to the date hereof by the Secretary of State of Delaware; (v) copies, certified by any Authorized Officer or the Secretary or Assistant Secretary of the Borrower, of its By-Laws and its Board of Directors’ resolutions, authorizing the execution, delivery and performance of the this Agreement and the Loan Documents; (vi) an incumbency certificate, executed by any Authorized Officer or the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signature of the officers of the Borrower authorized to sign the Loan Documents and to sign any other documents and notices in connection with this Agreement and to make borrowings under this Agreement (on which the Lender shall be entitled to rely until informed of any change in writing by the Borrower); (vii) a written opinion of the Borrower’s counsel, Jones Day, addressed to the Lender; (viii) a notice of borrowing (in the form of Exhibit C hereto); (ix) each representation and warranty set forth or referred to in Section 3 below shall be true and correct in all material respects as if made on the date of such borrowing; and (x) no Default or Event of Default shall have occurred and be continuing on the date of such borrowing.
Conditions Precedent to Each Extension of Credit The obligation of each Lender, the Swingline Bank and each LC Issuing Bank, as applicable, to make each Extension of Credit to be made by it hereunder (other than in connection with any Borrowing that would not increase the aggregate principal amount of Advances outstanding immediately prior to the making of such Borrowing) shall be subject to the satisfaction of the conditions precedent set forth in Section 3.01 and on the date of such Borrowing: (a) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the applicable Borrower of the proceeds of any such Extension of Credit shall constitute a representation and warranty by such Borrower that on the date of such Extension of Credit such statements are true): (i) The representations and warranties of such Borrower contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) and the representation and warranty set forth in the last sentence of Section 4.01(f)) are true and correct in all material respects on and as of the date of such Extension of Credit, before and after giving effect to such Extension of Credit and to the application of the proceeds therefrom, as though made on and as of such date, and (ii) No event has occurred and is continuing with respect to such Borrower, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes a Default. (b) The Administrative Agent shall have received such other approvals, opinions or documents as any Lender or LC Issuing Bank through the Administrative Agent may reasonably request.
CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL The obligation of the Company hereunder to issue and sell the Note to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion: a. The Buyer shall have executed this Agreement and delivered the same to the Company. b. The Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above. c. The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date. d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.
