Conditions. The Limited Damage Waiver Program has certain conditions. Covered Damage does not include, and the Covered Guest remains liable for, the following: • Damages caused by Intentional Acts of a Covered Guest • Damages caused by gross negligence or willful and wanton conduct. • Any damage that the Covered Guest does not report to iTrip staff in writing by the time the Covered Guest checks out of the unit. • Damage from theft without a valid police report. • Damage caused by any pet or other animals brought onto the premises by any Guests, whether or not the property is "pet friendly". • Damage or loss of any property owned by or brought onto the premises by a Covered Guests or invitee of Covered Guest. • Property Damage resulting from any motorized vehicle or watercraft operated by a Covered Guest. • Damaged Caused by any forbidden items or property usage including but not limited to BBQ Grills, Candles, Cigarettes, etc.
Conditions. The Backstop Parties’ obligations to purchase any securities pursuant to the Basic Commitment and/or the Backstop Commitment are subject to the following conditions: (i) the execution and delivery of mutually satisfactory definitive documentation among BFE Corp. and the Backstop Parties which incorporates the terms set forth herein (the “Definitive Agreements”); (ii) the satisfaction or waiver by the Backstop Parties of the conditions to the Backstop Parties’ obligations to consummate the transactions contemplated by the Definitive Agreements as may be agreed upon in the Definitive Documents; (iii) BFE Corp. shall be in compliance with its obligations under the Loan Agreement and all other transaction documents relating to the Bridge Loan in all material respects; (iv) there has not occurred any material adverse change, or any development involving a prospective material adverse change, since the date hereof in the condition, financial or otherwise, or in the earnings, business, operations or properties of BFE Corp. and its subsidiaries, taken as a whole (a “Material Adverse Change”); (v) there not having occurred after the date hereof at any time prior to the funding of the Basic Commitment and/or the Backstop Commitment any material disruption or material adverse change in the financial, banking or capital markets that, in the commercially reasonable judgment of the Backstop Parties, would have a material adverse impact on the success of the Rights Offering; (vi) all required approvals and consents shall have been obtained; (vii) all representations and warranties made by BFE Corp. in this Letter Agreement being true and correct in all material respects; (viii) BFE Corp. shall be in compliance with all covenants and other provisions of this Letter Agreement in all material respects; (ix) the Cargill Acknowledgement Letter (as defined below) being in full force and effect; (x) each of the Executive Management Waiver Agreements (as defined in the Loan Agreement) being in full force and effect; (xi) no actions, suits or proceedings shall be pending or threatened that challenge any Definitive Agreement, this Letter Agreement, the Loan Agreement, the Cargill Acknowledgement Letter or any related agreement; (xii) the Backstop Parties having been reasonably satisfied with (A) the Certificate of Designations setting forth the rights and preferences of the Series A Non-Voting Convertible Preferred Stock that reflects the terms set forth on Exhibit A hereto and ot...
Conditions. The consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall be subject to the satisfaction of the following conditions precedent:
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) Xxxxxxx X. Xxxxxxxx, General Counsel of the Borrower, and (ii) Xxxxx Xxxx & Xxxxxxxx, counsel for the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent and its counsel.
(d) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreement.
(e) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving ...
Conditions. The obligations of the Agent and the Banks under this Amendment are subject to the occurrence, prior to or simultaneously with the Third Amendment Effective Date, of each of the following conditions, any or all of which may be waived in whole or in part by the Banks in writing:
a. The Borrowers shall have prepaid the Term Loan by an amount sufficient to cause the principal balance outstanding thereunder on and after the Third Amendment Effective Date to not exceed Sixty Million Dollars ($60,000,000);
b. The Borrowers shall have paid (i) to Comerica Bank, in its individual capacity and as Agent (for its sole account), any Arranger’s Fee fee due under the terms of the Supplemental Agency Fee letter dated July 15, 2009 (“2009 Agency Fee Letter”); and (ii) to Comerica Bank in its capacity as Agent, for distribution to the Banks who have executed and delivered consents to this Amendment on or before close of business July 22, 2009 (“Consenting Banks”), an amendment fee in amount equal to 25.0 basis points payable on the Revolving Commitments plus the principal balance outstanding under the Term Loan of the Consenting Banks, in each case, with such amounts determined after giving effect to the reductions thereof provided for under the terms of this Amendment;
c. The Borrowers shall have executed and delivered (or cause to have executed and delivered) to the Banks any and all documents reasonably requested by the Banks;
d. All actions, proceedings, instruments and documents required to carry out the transactions contemplated by this Amendment or incidental thereto and all other related legal matters shall have been satisfactory to and approved by Agent’s counsel, and said counsel shall have been furnished with such certified copies of actions and proceedings and such other instruments and documents as they shall have reasonably requested; and
e. Agent shall have received the agreements, instruments and documents listed on the Closing Checklist attached hereto as Annex II.
Conditions. GMAC shall be permitted to designate, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each of the following conditions on or prior to the related Addition Date:
(i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable;
(ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d);
(iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date;
(iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency;
(v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date;
(vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above;
(vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and
(viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.
Conditions. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent:
Conditions. For purposes of determining compliance with the conditions specified in Section 3, 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 Agent shall have received notice from such Lender prior to the Amendment Effective Date specifying its objection thereto.
Conditions. To the extent that Contractor has received an award for Lot 4, Implementation Services, the following terms and conditions apply to Lot 4, Implementation Services.
Conditions. The Association of Unions and the Employer agree that regulations made pursuant to the Workers Compensation Act or any other statute of the Province of British Columbia pertaining to the working environment, will be fully complied with. First aid kits will be supplied in accordance with this section.
Conditions. This Amendment shall become effective on the date on which the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “Amendment Effective Date”):
(a) The Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by the Credit Parties, the Administrative Agent, the Supermajority Lenders, each Incremental Lender and the Swingline Lender.
(b) All fees required to be paid to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid.
(c) Each of the representations and warranties made by the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).
(d) No Default or Event of Default shall exist on the Amendment Effective Date.
(e) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer of the Company and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date.
(f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request.
(g) The Administrative Agent shall have re...
