Conditions Precedent Sample Clauses

Conditions Precedent. This Amendment shall become effective as of the date hereof (the “Amendment Effective Date”), subject to the satisfaction of the following conditions precedent:

Conditions Precedent. The closing of the Company's IPO on or before March 31, 1998, is a condition precedent to the obligations of all parties to this Contribution Agreement to effect the transactions contemplated hereunder. In addition to the foregoing, the Operating Partnership shall not be obligated to close hereunder absent satisfaction of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operations: (a) The representations and warranties of each of the Contributors contained herein shall have been true and correct on the date such representations and warranties were made, and shall be true and correct on the Closing Date as if made at and as of such date; (b) Each of the obligations hereunder of each of the Contributors shall have been duly performed on or before the Closing Date; (c) Concurrently with the Closing, each of the Contributors shall have executed and delivered to the Operating Partnership the documents required to be delivered hereunder; (d) Except as otherwise permitted herein, each of the Contributors shall have obtained all consents or approvals of any Governmental Entity or third party to the consummation of the transactions contemplated hereunder or in the Proxy Solicitation; (e) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity that prohibits the consummation of the transactions contemplated herein, and no litigation or governmental proceeding seeking any such order shall be pending or threatened in writing; and (f) There shall not have occurred between the date hereof and the Closing Date any adverse change in any Titleholder's assets, business, financial condition, results of operations or prospects or the Management Business.

Conditions Precedent. The obligation of each Lender to make any Loan on any Credit Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 11.5, of the following conditions precedent: (1) the Administrative Agent and the Lenders shall have received a fully executed and delivered Funding Notice relating thereto; (2) the principal amount of the Loans to be made in such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such time; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4) as of such Credit Date, the representations and warranties contained herein and in the other Transaction Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (5) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default. Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no...

Conditions Precedent. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent:

Conditions Precedent. As provided in Section 2 above, the amendments to the Credit Agreement contemplated hereby shall become effective as of the date notified by ILFC to the Administrative Agent (the “Amendment Effective Date”), provided that the following conditions precedent are satisfied on or prior to the Amendment Effective Date: (a) The Administrative Agent shall have received an officers’ certificate of ILFC stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (b) The Administrative Agent shall have received a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) ▇▇▇▇▇▇▇▇ Chance, Luxembourg with respect to Luxembourg law and in relation to the Borrower and in the form attached hereto as Exhibit E hereto, (vi) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit F hereto and (vi) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Grandparent Holdco, Parent Holdco, Irish Subsidiary Holdco, AIL and AICL in the form attached hereto as Exhibit G hereto. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party ...

Conditions Precedent. This Amendment shall become effective on the date on which (the “8th Amendment Effective Date”) the Buyer shall have received: (a) this Amendment, executed and delivered by a duly authorized officer of the Buyer and the Sellers; (b) a Reaffirmation of Guarantee, executed and delivered by a duly authorized officer of the Guarantor; (c) a certificate of a Responsible Officer of the Sellers, dated as of the date hereof, and: (1) attaching certificates dated as of a recent date from the Secretary of State or other appropriate authority, evidencing the good standing of each Seller in the jurisdiction of its respective organization; (2) attaching a copy of the resolutions, in form and substance satisfactory to the Buyer, of the Board of Directors of the Sellers authorizing (A) the execution, delivery and performance of this Amendment and (B) the Transactions contemplated under the Repurchase Agreement; (3) attaching certified copies of the organizational documents of each Seller; and (4) certifying as to the incumbency and specimen signature of each officer executing this Amendment; (d) legal opinions of internal and outside counsel to the Sellers, in form and substance satisfactory to the Buyer in its sole discretion; (e) the Joinder Agreements, dated as of the date hereof, by and among the Sellers, the New Sellers and the Guarantor; (f) a flow of funds memorandum in form and substance satisfactory to the Agent in its sole discretion relating to the Transactions to be effected on the 8th Amendment Effective Date; (g) payment of an amendment fee in the amount of $2,000,000, such payment to be made in Dollars, in immediately available funds, without deduction, set-off or counterclaim, to the account of the Agent set forth in Section 3.01(a) of the Repurchase Agreement; (h) a copy of the I-C Documents, as defined in Section 2.06A of the Repurchase Agreement, and related pledge documentation, in form and substance satisfactory to the Buyer; (i) payment of legal fees of counsel to the Buyer incurred in connection with this Amendment and related matters, to be paid directly to such counsel; and (j) such other documents as the Buyer or counsel to the Buyer may reasonably request.

Conditions Precedent. Section 1 hereof shall become effective on the date (the “Effective Date”) upon each of the following conditions precedent have been satisfied: (a) receipt by the Administrative Bank of this Amendment, duly executed and delivered by each of the parties hereto; (b) receipt by the Administrative Bank of certificates of good standing of each Credit Party, in each case as in effect on the date hereof and in form and substance satisfactory to the Administrative Bank in its sole discretion; (c) receipt by the Administrative Bank of certified resolutions of each Borrower authorizing its entry into the transactions contemplated herein, as in effect on the Effective Date and reasonably satisfactory to the Administrative Bank; (d) receipt by the Administrative Bank of an updated Borrowing Base Certificate which is certified by the respective Obligors as correct and complete as of the Effective Date; (e) receipt by the Administrative Bank of written legal opinions of counsel to the Credit Parties, each dated as of the Effective Date, addressed to the Administrative Bank and in such form and substance as may be reasonably acceptable to the Administrative Bank relating to such customary matters as the Administrative Bank may deem necessary or appropriate, which also shall provide that such legal opinions may be relied upon by the Administrative Bank’s permitted successors and assigns; (f) receipt by the Administrative Bank of an assistant secretary’s or other responsible officer’s certificate from each entity signing on behalf of a Credit Party certifying (A) the names and true signatures of the persons authorized to sign the Loan Documents to be delivered by the applicable Credit Party hereunder, (B) resolutions authorizing the execution and delivery of any Loan Documents required to be delivered by the applicable Credit Party hereunder and (C) attached thereto are certificates of existence and good standing (or its equivalent) for the applicable Credit Parties; (g) receipt by the Administrative Bank of the Amended and Restated Fee Letter, duly executed and delivered by each of the parties thereto; (h) payment of the Uncommitted Tranche Upfront Fee; and (i) payment of all fees and other amounts due and payable on or prior to the date hereof, including pursuant to any Fee Letter (as defined on Annex A hereto) delivered as of the date hereof, and to the extent invoiced, payment of all reasonable and documented fees, expenses and other amounts due and payable on or prior...

Conditions Precedent. SECTION 3.01 The effectiveness of the amendments in Article II of this Amendment is subject to the satisfaction of the following conditions precedent: (a) The Lenders shall have received (i) this Amendment, duly executed by the Borrower and the Lenders, (ii) a certificate of the Secretary of the Borrower acknowledging (A) that the Borrower’s Board of Directors has adopted, approved, consented to and ratified resolutions which authorize the execution, delivery and performance by the Borrower of this Amendment, and (B) the names of the officers of the Borrower authorized to sign this Amendment together with specimen signatures of such officers, (iii) a Consent and Ratification of the existing Guaranty Agreements, substantially in the form of Exhibit G to the Credit Agreement, executed by each Guarantor and (iv) such additional documents, instruments and information as the Agents or any Lender may reasonably request; (b) The representations and warranties contained herein and in the Credit Agreement, as amended hereby, and the other Credit Documents shall be true and correct in all material respects as of the date hereof, as if made on the date hereof; (c) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing; (d) All corporate proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be satisfactory to the Agents and the Required Lenders and their legal counsel; (e) Borrower shall have paid (i) the commitment fee accrued pursuant to Section 2.06 of the Credit Agreement (prior to giving effect to this Amendment) through the date of this Amendment and (ii) the commitment fee described in Section 4.01 of this Amendment, which is due and payable on the date hereof; and (f) Borrower shall have paid all reasonable fees and expenses incurred by counsel to Agent and Lenders in connection with the transactions contemplated by this Amendment, including, without limitation, all reasonable fees and expenses incurred in connection with the preparation of this Amendment and any other loan documentation related thereto.

Conditions Precedent. 7.1 Conditions to Each Party's Obligation To Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions: