Conditions of Effectiveness This Amendment shall become effective as of the date first above written when, and only when, each of the following conditions has been fulfilled:
(a) The Agent shall have received (i) counterparts of this Amendment duly executed by the Borrower, the Bank, the Agent and the Issuing Bank, and (ii) the following, each dated the date hereof (except otherwise specified below), in form and substance satisfactory to the Agent and each Bank (except where otherwise specified below) and in sufficient quantity for each party to have a fully executed original:
(A) the consent of AES, substantially in the form of Exhibit A hereto, duly executed by an authorized officer of AES;
(B) certified copies of the resolutions of the Board of Directors (or comparable governing body) of AES NY authorizing the Borrower to enter into this Amendment, and of all documents evidencing other necessary action (partnership, limited liability company or otherwise) and Governmental Approvals, if any, with respect to this Amendment;
(C) a certificate of AES NY certifying the names, true signatures and incumbency of the officers of AES NY authorized to sign this Amendment and the other documents to be delivered hereunder;
(D) copies of the certificate of limited partnership, partnership agreement, certificate of formation and limited liability company agreement, as applicable, of the Borrower and AES NY, together with all amendments thereto, in each case certified in a manner satisfactory to the Agent;
(E) good standing certificates in respect of the Borrower and AES NY from its jurisdiction of organization and each jurisdiction in which it is qualified to do business as partnership or limited liability company, as the case may be, in each case dated no earlier than 10 days prior to the date hereof;
(F) a favorable opinion of Xxxxxxxxxx & Xxxxx LLP, special New York counsel to the Borrower and AES NY, in substantially the form of Exhibit B hereto; and
(G) such other approvals, certificates, opinions and documents as the Agent may reasonably request.
(b) The following statements shall be true and the Agent shall have received a certificate of the Borrower, dated the date hereof and in sufficient copies for each Bank, stating that:
(i) each Loan Document Representation and Warranty is true and correct on and as of the date hereof, before and after giving effect to this Amendment, as though made on and as of such date (with each reference in the Loan Documents to the Existing Agreement being deemed to be a reference to this Amendment and the Amended Agreement), and
(ii) no Default has occurred and is continuing, both before and after giving effect to the transactions contemplated by this Amendment.
(c) The following statement shall be true and the Agent shall have received a certificate of AES, dated the date hereof and in sufficient copies for each Bank, stating that: the representations and warranties set forth in Section 5 of the Guaranty are true and correct on and as of the date hereof with the same effect as though made on and as of such date.
(d) All fees payable on or prior to the date hereof pursuant to the letter agreement, dated April 16, 2003, between the Agent and the Borrower, and all amounts payable pursuant to Section 11.02 of the Existing Agreement for which invoices have been delivered to the Borrower on or prior to the date hereof, shall have been paid in full or arrangements satisfactory to the Agent shall have been made to cause them to be paid in full on such date.
(e) All Governmental Approvals necessary in connection with this Amendment and the transactions contemplated hereby shall have been obtained and be in full force and effect. All third party approvals necessary or, in the judgment of the Agent, advisable in connection with this Amendment and the transactions contemplated hereby shall have been obtained and be in full force and effect. All such Governmental Approvals and third party approvals, if any, shall be in form and substance satisfactory to the Agent.
Conditions of Agreement This is a tentative Agreement and shall be of no force and effect unless and until all of the following occur:
A. The tentative Agreement is approved by the Board of Trustees of the University of Maine System.
B. The tentative Agreement is ratified by the bargaining unit membership of the Associated Faculties of the University of Maine System, MEA/NEA.
CONDITIONS OF SALE The sale is made by UNITED OVERSEAS BANK (MALAYSIA) BHD (hereinafter called “the Assignee/Bank”) in the exercise of the rights and powers conferred upon the Assignee/Bank in pursuance of the Loan Agreement Cum Assignment And Power of Attorney both dated the 28th day of April, 2011 executed by the Assignor/Borrower in favour of the Assignee/Bank and is made subject to all conditions and category of land use, expressed or implied or imposed upon or relating to or affecting the Property and subject to the terms and conditions contained herein.
Conditions of Eft Services (a.) Ownership of Card(s). Any Card we supply to you is our property and must be returned to us, or to any person whom we authorize to act as our agent, or to any person who is authorized to honor the Card, immediately according to instructions. The Card may be reclaimed at any time at our sole discretion without demand or notice. You cannot transfer your Card to another person.
CONDITIONS OF CONTRACT The contractor shall at all times observe and comply with federal and State laws, local laws, ordinances, orders, and regulations existing at the time of or enacted subsequent to the execution of this contract which in any manner affect the completion of the work. The contractor shall indemnify and save harmless the agency and all its officers, representatives, agents, and employees against any claim or liability arising from or based upon the violation of any such law, ordinance, regulation, order or decree by an employee, representative, or subcontractor of the contractor.
Conditions of Funding (a) The HSP will: fulfill all obligations in this Agreement; use the Funding only for the purpose of providing the Services in accordance with Applicable Law, Applicable Policy and the terms of this Agreement; spend the Funding only in accordance with the Service Plan; and plan for and achieve an Annual Balanced Budget.
(b) The Funder may add such additional terms or conditions on the use of the Funding which it considers appropriate for the proper expenditure and management of the Funding.
(c) All Funding is subject to all Applicable Law and Applicable Policy.
Conditions of Use CLIENT acknowledges that its use of the Site is subject to and conditioned upon the following terms and agrees that TAILGATE GUYS may exercise any of the remedies set forth herein for CLIENTS failure to comply:
a. CLIENT shall comply with all rules and regulations established by TAILGATE GUYS, University of Michigan, and any other applicable authority, including but not limited to parking regulations in effect on campus. A copy of current rules and regulations is attached hereto as Exhibit A, which shall be subject to adjustment at any time by TAILGATE GUYS, University of Michigan or other applicable authorities.
b. CLIENT shall be permitted to access the Site at the respective times set forth in the rules or otherwise determined by TAILGATE GUYS and University of Michigan.
c. CLIENT acknowledges all risks related to its attendance and use of the site, including risk of damage to or loss of property or risk of serious personal injury or death, and accepts sole responsibility for such risks. CLIENT shall secure all personal property in and around the Site and shall take all precautions necessary to prevent theft or destruction thereof. CLIENT expressly acknowledges and agrees that TAILGATE GUYS shall not be responsible for any personal property of or injury to CLIENT at any time. TAILGATE GUYS will not remove or hold for safe-keeping any personal items left on the Site after event closing and same will be subject to removal by University of Michigan facilities. CLIENT may be subject to costs and fees associated with such removal.
d. Eligibility for any TAILGATE GUYS drop off service is determined by Tailgate Guys in its sole discretion and is based on University restrictions, staffing availability and other factors. If CLIENT is eligible to participate in any TAILGATE GUYS drop off service, the CLIENT is responsible for properly packaging all items that will be transported and otherwise agrees to comply with procedures established by TAILGATE GUYS for this “drop off service,” including but not limited to any limitations with regard to the amount and size of items to be transported. TAILGATE GUYS will not be responsible for any damaged or broken items during unloading or loading and transportation to or from the Site.
e. CLIENT shall respect the interests of other fans and clients of TAILGATE GUYS and shall not engage in or permit disorderly or offensive conduct in or around the Site. CLIENT further agrees not to exceed the maximum number of guests allowed within the as set forth in the Exhibit A. Should CLIENT violate these provisions, TAILGATE GUYS management will give CLIENT a verbal warning. If CLIENT fails to promptly come into compliance, TAILGATE GUYS may immediately revoke CLIENT’s rights to the Site and in its sole and absolute discretion terminate this Agreement. Upon such revocation or termination, all amounts paid to TAILGATE GUYS with be forfeited by CLIENT and retained by TAILGATE GUYS.
f. CLIENT shall not move, alter, or disrupt operation of any media equipment provided by TAILGATE GUYS. In the event of inclement weather, TAILGATE GUYS reserves the exclusive right to cover and protect all equipment associated with the Media Package with such materials and coverings as it deems appropriate, which may include gator covers or hard cases for TV’s, plastic bags for receivers and generators or the like (collectively, the "Protective Equipment"). CLIENT shall not remove any Protective Equipment or items contained inside Protective Equipment, and expressly acknowledges and agrees that only TAILGATE GUYS staff shall have authority to do so. CLIENT acknowledges and agrees that its right to use the media equipment may be suspended, without refund, at TAILGATE GUYS option, for violation of these provisions, and CLIENT further assumes all responsibility for any damages to media equipment resulting from violation of these provisions and shall reimburse TAILGATE GUYS for the cost to repair or replace damaged equipment.
g. CLIENT shall keep the Site in a neat and orderly manner at all times and may incur fees set forth on Exhibit A, attached hereto and made a part hereof.
h. CLIENT acknowledges and agrees that the signage identifying each Site is uniform and provided by TAILGATE GUYS, who reserves the right to omit any vulgar, offensive or discriminatory content requested by CLIENT, in the sole and absolute discretion of TAILGATE GUYS.
i. TAILGATE GUYS reserves the right to immediately terminate CLIENT’s use of the Site for violation of the conditions of use. In addition, CLIENT shall be responsible for payment of all damages incurred by TAILGATE GUYS as a result of CLIENT’s failure to comply with the foregoing conditions of use or as a result of damages by CLIENT of any equipment of TAILGATE GUYS. To insure compliance and payment of damages or fines, CLIENT agrees to keep a credit card on file with TAILGATE GUYS, and hereby authorizes TAILGATE to charge said credit card amounts owing as a result of its breach; provided that TAILGATE GUYS delivers to CLIENT an itemization of said charges and receipt for payment thereof.
TERMS AND CONDITIONS OF AGREEMENT INSURANCE REQUIREMENTS: During the term of this Agreement, consultant/contractor shall maintain insurance documentation per the limits and requirements outlined:
GENERAL CONDITIONS OF CONTRACT (National Treasury - General Conditions of Contract (revised July 2010))
Conditions of Parties Obligations 7.1 Conditions of Investor's Obligations at the Closing. The --------------------------------------------------- obligation of Investor to purchase and pay for the Investor Stock is subject to the fulfillment prior to or on the Closing Date of the following conditions, any of which may be waived in whole or in part by Investor:
