Conditions Precedent (General) Sample Clauses

Conditions Precedent (General). British Columbia’s obligation to transfer the (a) PRFN having delivered the documents and taken the actions under 5.1; (b) PRFN having executed the Impact and Benefits Agreement relating to the Site C Project and its Operation; (c) PRFN’s representations and warranties under this Agreement being and continuing to be true and correct; (d) PRFN having complied with all applicable terms and conditions under this Agreement, including taking reasonable, culturally appropriate measures to resolve any conflicts with First Nations which have or assert rights under s. 35 of the Constitution Act, 1982 in the territory in which the Lands are located; (e) British Columbia having, with respect to each parcel of Lands to be transferred: (i) completed, where applicable, consultations with First Nations, third parties who are entitled to the benefit of the Permitted Encumbrances, and local governments or governmental authorities and other stakeholders in order to determine the nature of their interest in the Lands and the impact, if any, of the transfer of Lands on such interests; (ii) determined, where applicable, that any overlapping claims by or conflicts with other First Nations which have or assert rights under s. 35 of the Constitution Act, 1982 in the territory in which the Lands are located have been resolved or otherwise addressed to the satisfaction of British Columbia; (iii) resolved any financial liability British Columbia may have, including third party claims for compensation; and (iv) obtained all required approvals, including Cabinet and Treasury Board approval; (f) there being sufficient monies available in an appropriation, as defined in the Financial Xxxxxxxxxxxxxx Xxx, X.X.X.X. 0000, c. 138, to enable British Columbia in any fiscal year, when any expenditure in respect of an obligation may be required, to make that expenditure; and (g) the Site C Project not being subject to delay, suspension or abandonment.
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Conditions Precedent (General). The obligations of Endo with respect to the making of the Advance hereunder are subject to the conditions precedent that Endo shall have received the following in form and substance reasonably satisfactory to it: (a) an original copy of this Agreement duly signed by VDL and the Parent; (b) Certified Copies of each of the Parent’s and VDL’s certificate of incorporation, certificate of incorporation on change of name (if any) and Memorandum and Articles of Association; (c) Certified Copies of the resolutions of each of the Parent’s and VDL’s board of directors authorising the execution and delivery of the Transaction Documents to which it is a party and the performance of the transactions contemplated thereby; (d) written confirmation from Elan Pharma International Limited dated no earlier than the Drawdown Date of the amount of the Elan Outstanding Liability (being an amount less than the Facility Amount), of the account details to which such payment should be made, and that upon payment of such amount the Existing Floating Charge shall be immediately discharged and released; (e) a deed of discharge and release in respect of the Existing Floating Charge executed by Elan Pharma International Limited held to its order on terms that are reasonably satisfactory to Endo but which in any event are irrevocable and provide for the automatic and immediate release and delivery of the deed of discharge to VDL upon payment of the amount referred to in paragraph 2.1(d); (f) two originals of the Security Agreement, duly executed and delivered by VDL, and the security constituted by the Security Agreement being in full force and effect and perfected in accordance with its terms; (g) two originals of the License Agreement, duly executed by VDL; (h) a certificate from an officer of VDL confirming that the Closing Date under and as defined in the License Agreement has occurred; (i) evidence that, VDL will discharge all Elan Outstanding Liability out of the Advance (which evidence may take the form of an appropriately completed Drawdown Notice); (j) a Certified Copy of the most recently prepared consolidated monthly management accounts of, the Parent (comprising at least a balance sheet, income statement and cash flow statement for such month and the year to date); (k) legal opinions from Mxxxxxxx & Fxxxxxxx MNP and Mxxxxxxx & Fxxxxxxx LLP, (respectively) counsel to VDL and the Parent, in respect of the Finance Documents; and (l) an ordinary resolution of the shareholders of ...
Sample 1
Conditions Precedent (General). The Majestic Parties’ obligation to make any payment hereunder is subject to the following conditions precedent having been satisfied (or waived by the Majestic Parties) in a manner satisfactory to the Majestic Parties: (a) The Liquidating Trustee shall have submitted to the Majestic Parties, together with the Funding Notice and Certificate, all statements, invoices and other evidence of amounts due by the Trust reasonably necessary for the Majestic Parties to confirm the existence and payment date of such obligation. (b) To the extent that Trust Advisory Board approval or consent is required under the Liquidating Trust Agreement, the Liquidating Trustee shall have submitted to the Majestic Parties a certification that it has received such required approval or consent.
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Conditions Precedent (General). The occurrence of the Closing Date, the obligation of the Lessor to acquire the Existing Facility on the Land Interest Acquisition Date and to make the Advance in respect of the Existing Facility on the Land Interest Acquisition Date, the obligation of the Lessor to make an Advance to finance the acquisition of Equipment, if any, or the construction of any Tenant Improvements, and the obligation of each Participant to purchase its Participation Interest in, and to make available to the Lessor its related portion of, each such Advance on such Funding Date are subject to satisfaction or waiver of the following conditions precedent and the conditions precedent set forth in SECTION 6.3 (it being understood that (i) the Lessor's obligation to acquire such Existing Facility or to finance such Equipment, if any, or Tenant Improvements shall not be subject to the conditions precedent set forth in this SECTION 6.1 or SECTION
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Conditions Precedent (General). The obligations of each of the parties to close the transactions provided for under this Agreement are subject to the fulfillment of each of the following conditions (all or any of which may be waived in whole or in part by the parties, other than a party obligated with respect thereto, in their sole discretion):
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Conditions Precedent (General). The Province’s obligation to transfer any of the Lands to the shíshálh Nation or a Designated Company under this Agreement is, with respect to each of the Lands, subject to: a) there being sufficient monies available in an appropriation, as defined in the Financial Xxxxxxxxxxxxxx Xxx, X.X.X.X. 0000, c.138, to enable the Province in any fiscal year, when any expenditure in respect of an obligation may be required, to make that expenditure; b) Treasury Board, as defined in the Financial Xxxxxxxxxxxxxx Xxx, X.X.X.X. 0000, c.138, not having controlled or limited expenditure under any appropriation necessary in order to make such payment; c) there being specific monies available within an approved Ministry of Aboriginal Relations and Reconciliation budget to complete any required surveys of the Lands; d) the Province being satisfied that it has undertaken sufficient inter-ministry consultation with respect to the transfer of the Lands, including obtaining Cabinet approval; and e) the Province being satisfied that it has fulfilled any consultation obligations it may have with respect to assertions of any aboriginal rights and aboriginal title to the Lands by First Nations other than the shíshálh Nation.
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Conditions Precedent (General). 14 6.1 General Conditions Precedent to Parties' Obligations.............14 6.2 General Conditions Precedent for Benefit of Purchaser............15 6.3 General Conditions Precedent for the Benefit of the Companies....16
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Related to Conditions Precedent (General)

  • Conditions Precedent to EFFECTIVENESS OF SECTIONS 2.01 AND 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "EFFECTIVE DATE") on which the following conditions precedent to the initial Advance by any Lender have been satisfied: (a) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Consolidated Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (b) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Company and its Consolidated Subsidiaries as they shall have reasonably requested as a basis for making its decision to enter into its commitment hereunder. (c) All governmental and third party consents and approvals necessary in connection with the transactions by the Company contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (d) The Company shall have notified the Agent in writing as to the proposed Effective Date. (e) The Company shall have paid all accrued fees and expenses of the Agent and the Lenders (including the invoiced accrued fees and expenses of counsel to the Agent). (f) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (g) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes to be delivered by it. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) A favorable opinion of Nicholas J. Camera, General Counsel of the Compaxx, xxx xx Xleary, Gottlieb, Steen & Hamilton, counsel for the Company, substanxxxxxy in the form of Exhibits D-1 and D-2 hereto, respectively. (v) A favorable opinion of Shearman & Sterling, counsel for the Agent, in form and substance satisfactory to the Agent. (h) The termination of the commitments of the Lenders and the payment in full of all Debt outstanding under the bilateral credit agreements and other confirmed lines of credit listed on Schedule 3.01(h).

  • 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:

  • General conditions precedent The agreement of the Finance Parties referred to in clause 2 (Agreement of the Finance Parties) shall be further subject to: (a) the representations and warranties in clause 4 (Representations and warranties) being true and correct on the Effective Date as if each was made with respect to the facts and circumstances existing at such time; and (b) no Event of Default or Default having occurred and continuing at the time of the Effective Date.

  • Conditions Precedent to Loans The obligation of each Initial Lender to make its Initial Loan hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement and the Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (iv) a favorable opinion of Vxxxxx and Exxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent, Lead Arranger, each Co-Arranger and each Lender, as to the matters set forth in Exhibit E and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (v) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies, or an exhibit, of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in paragraphs (xvi) and (xvii) below have been satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (vii) certificates attesting to the Solvency of each Loan Party before and after giving effect to the transactions contemplated by this Agreement and the incurrence of indebtedness related thereto and application of proceeds, from its chief financial officer; (viii) audited consolidated financial statements of the Borrower for the 2004 and 2005 fiscal years and unaudited consolidated financial statements of the Borrower for any interim quarterly periods that have ended since the most recent of such audited financial statements, which in each case, (1) shall be satisfactory in form and substance to the Lead Arranger and the Lenders, (2) shall not be materially inconsistent with the Information heretofore provided to the Lenders, and (3) shall meet the requirements of Regulation S-X under the Securities Act, and all other accounting rules and regulations of the SEC promulgated thereunder applicable to a registration statement under such Act on Form S-1. (ix) evidence of the receipt by the Borrower of not less than $250,000,000 cash proceeds from the issuance of Equity Interests of the Borrower; (x) evidence that the Existing Agreement has been or concurrently with the Closing Date is being terminated and repaid in full; (xi) such other certificates, documents, or opinions as the Administrative Agent or the Required Lenders reasonably may require; (xii) any fees required to be paid on or before the Closing Date shall have been paid; (xiii) unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent); (xiv) the Closing Date shall have occurred on or before March 31, 2007; (xv) there shall have been no change, occurrence or development since December 31, 2005 that could reasonably be expected to have a Material Adverse Effect; (xvi) the representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Article IV, the representations and warranties contained in subsections 5.05(a) and (b) of

  • CONDITIONS PRECEDENT TO LOAN The obligations of Lender to make the Loan hereunder are subject to the satisfaction by Borrower of the following conditions:

  • Conditions Precedent and Subsequent The payments and benefits provided under Sections 6(c) and 6(d) of this Agreement (other than the Accrued Benefits and other than in the event of termination by reason of Employee’s death or Disability) are subject to and conditioned upon (i) Employee having provided, within 60 days after the Date of Termination (or such greater period as required by law), a waiver and general release agreement in a form satisfactory to the Company, which form shall, in the case of a termination on or following a Change of Control, be a form approved by the Compensation Committee prior to the Change of Control that shall not be modified on or after the Change of Control without Employee’s prior written consent, that has become effective and irrevocable in accordance with its terms, and (ii) Employee’s compliance with Sections 7 and 8 of this Agreement. Employee shall, upon request by the Company, be required to repay to the Company (net of any taxes paid by Employee on such payments), and the Company shall have no further obligation to pay, the Severance Payment or CIC Severance Payment, as applicable, in the event Employee receives, within six months after the occurrence of the breach, written notice from the Company that, in the reasonable judgment of the Reporting Person, Employee has materially breached his obligations under Section 7 or 8 of this Agreement; provided, however, that, in cases where cure is possible, Employee shall first be provided a 15-day cure period to cease, and to cure, such conduct. The Severance Payment if any, payable hereunder shall be paid in substantially equal installments over the 6-month period, following the Date of Termination, consistent with the Company’s payroll practices, with the first installment to be paid within 65 days after the Date of Termination and with any installments that would otherwise have been paid prior to such date accumulated and paid in a lump sum on the first date on which payments are made in accordance with the terms of this sentence. The CIC Severance Payment, if any, payable hereunder shall be paid in one lump sum within 65 days after the Date of Termination; provided, however, that, unless the CIC Severance Payment relates to a transaction that satisfies the requirements of Treas. Reg. § 1.409A-3(i)(5), any portion of the CIC Severance Payment that constitutes deferred compensation within the meaning of Section 409A, will be paid at the earliest date that is permitted in accordance with the schedule that is applicable to the Severance Payment.

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF DEVELOPER The obligations of Developer under this Agreement are conditioned upon the following:

  • Conditions Precedent to Purchase The Purchase under this Agreement is subject to the conditions precedent that (a) Buyer shall have received on or before the date of such purchase those documents listed on Schedule A and (b) all of the conditions to the initial purchase under the Purchase Agreement shall have been satisfied or waived in accordance with the terms thereof.

  • Conditions Precedent to All Loans It shall be a condition precedent to all Loans (including the initial Loan hereunder) and to the issuance of each Letter of Credit that on the date of such Loan or issuance of a Letter of Credit the following statements shall be true (and each request for a Loan or issuance of a Letter of Credit shall constitute a representation and warranty by the Borrower that on the date of such Loan or such issuance of Letter of Credit that such statements are true): (a) After giving effect to such Loan, the total of all Loans outstanding will not exceed the Total Commitment; (b) The representations and warranties contained in Article 6 are true and correct in all material respects on and as of the date of such Loan or issuance of such Letter of Credit, except to the extent such representations and warranties specifically relate to an earlier date; (c) No event has occurred or is continuing or would result from the making of such Loan or issuance of such Letter of Credit, which would constitute a Default or an Event of Default; (d) The Borrower has delivered to the Agent the Borrowing Notice and Compliance Certificate required pursuant to Section 2.3 hereof; and (e) After giving effect to all Loans and the issuances of all Letters of Credit, (a) the Value of the total assets of the Borrower (less the Value of its assets pledged to any Person other than the Secured Parties and less (without duplication) the Value of all Excluded Real Estate Investments), shall be equal to or in excess of 250% of the sum of the Required Amount, plus the outstanding principal balance of the Loans, plus accrued and unpaid interest on the Loans, plus the then current L/C Exposure, plus any liability of the Borrower for which the termination value on any swap exceeds the collateral held for such swap, plus the outstanding principal balance of the Loan (as defined in the Term Loan Agreement), plus accrued and unpaid interest on the Loan (as defined in the Term Loan Agreement) under the Term Loan Agreement.

  • Conditions Precedent to Initial Loans The Lenders shall not be required to fund the requested Loans or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions (except to the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfied: (a) Each Lender that requests issuance of a Note shall have received a Note executed by the Borrowers and delivered to each such Lender. Each other Loan Document shall have been duly executed and delivered to the Lenders by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) The Lenders shall have received UCC and Lien searches. (c) The Lenders shall have received fully-executed account control agreements for each Deposit Account (as defined in the Revolver Agreement) and Securities Account (as defined in the Revolver Agreement) (other than the Deposit Accounts at Bank of America, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each in form and substance reasonably satisfactory to the Collateral Agent. (d) The Lenders shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Responsible Officer of Borrower Representative certifying that, after giving effect to the Loans and transactions hereunder, (i) each Obligor is Solvent; (ii) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective terms; (iii) the representations and warranties set forth in Section 8 are true and correct in all respects; and (iv) such Obligor has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (e) The Lenders shall have received a certificate of a duly authorized officer of each Borrower, certifying (i) that attached copies of such Borrower’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown, (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. The Lenders may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) The Lenders shall have received copies of the charter documents of each Obligor, certified as appropriate by the Secretary of State or another official of such Obligor’s jurisdiction of organization. The Lenders shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. (g) The Lenders shall have received an opinion of Xxxxxxxx & Xxxxx LLP, counsel to the Borrowers, as to such matters as the Collateral Agent may reasonably request. (h) The Lenders shall have received a copy of the financial statements and the financial projections described in Section 8.1.7 hereof. (i) [Intentionally omitted.] (j) Borrowers shall have paid all fees, costs and expenses which are payable pursuant to the terms hereof to Lenders on the Closing Date. (k) The Collateral Agent shall have received Lien Waivers, each in form and substance reasonably satisfactory to the Collateral Agent, as it may request, in respect of (a) the following locations: (i) 000 Xxxxx Xxxxxxxxxx Xxxx, Xx. Xxxxxx, Utah 84770, and (ii) 13085, 13039 and 00000 Xxxx Xxxxxx Xxxxxx, Xxxx xx Xxxxxxxx, Xxxxxxxxxx, and (b) the imported goods that Xxxxxxxxxx International Service has been engaged by the Borrowers to facilitate the import of. (1) The Lenders shall have received evidence that (i) the Term A Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreement, and (ii) the Term B Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreement.

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