Conditions Precedent to Consent. The satisfaction (or waiver in writing by the Lender) of each of the following shall constitute conditions precedent to the effectiveness of this Consent (such date being the “Consent Effective Date”):
(a) the Lender shall have received all documents and instruments that Xxxxxx has then reasonably requested, in addition to those described in this Section 4. All such additional documents and instruments shall be reasonably satisfactory to Lender in form, substance and date;
(b) the effectiveness of a consent to the Second Lien Credit Agreement on substantially similar terms to this Consent in form acceptable to Lender;
(c) all representations and warranties made by Borrower or any other party in any Loan Document shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that any such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date); and
(d) Borrower shall have paid, in connection with such Loan Documents, all reasonable and documented fees and reimbursements to be paid to Lender pursuant to any Loan Documents, or otherwise due Lender and including the reasonable and documented fees, expenses, and disbursements of Holland & Knight LLP .
Conditions Precedent to Consent. The effectiveness of this Consent is subject to (a) the accuracy of the representations and warranties set forth in Section 3 below on the date hereof, (b) the Administrative Agent’s receipt of counterparts of this Consent, duly executed and delivered by the Borrower, the Administrative Agent and the Required Lenders, and (c) unless waived by the Administrative Agent, the payment of all fees and expenses of the Administrative Agent and the Lenders (including the reasonable fees and expenses of counsel to the Administrative Agent to the extent invoiced prior to the date hereof) in connection with this Consent.
Conditions Precedent to Consent. Subject to its terms, this Consent shall become effective on the first date on which each of the following shall have occurred: (i) execution and delivery hereof (or counterparts hereof) by each of the Company, the other Sears Parties and PBGC; (ii) the Consideration transactions as set forth in Sections 3(a), 3(b) and 3(d) (including, without limitation, the Xxxxxxx Side Letter and the Company Side Letter) shall be effectuated; and (iii) in the event Clauses (i) and (ii) of this paragraph have been satisfied, no Springing Lien Event shall have then occurred (such first date being the “Effective Date”).
Conditions Precedent to Consent. (a) . Landlord's consent to the Sublease is expressly conditioned upon Tenant's payment to Landlord of One Thousand and 00/100 Dollars ($1,000) pursuant to Section 6.1 of the Lease to reimburse Landlord for a portion of Landlord's cost and fees incurred in connection with the review of the Sublease and the preparation of this Agreement.
Conditions Precedent to Consent. This Deed is conditional upon fulfilment or delivery of the actions and documents set out in Schedule 2 to the reasonable satisfaction of the Agent on or before the Proposed Completion Date.
Conditions Precedent to Consent. The provisions relating to the release of Collateral set forth in Article I hereof shall become effective on the date (the "Effective Date") that each of the following conditions precedent are or shall be contemporaneously satisfied:
SECTION 2.01. The Agent shall have received counterparts of this Consent duly executed by the Agent, the Lenders, the Borrower and the Government Guarantor.
SECTION 2.02. The Agent shall have received, dated the date of receipt thereof by the Agent, in form and substance satisfactory to the Agent, a certificate signed by a duly authorized officer of the Borrower stating that:
(a) The representations and warranties contained in Article III hereof are correct on and as of the date of such certificate as though made on and as of such date; and
(b) After giving effect to this Consent, no event has occurred and is continuing which constitutes a Default or an Event of Default, other than the Specified Defaults (as defined in the Amended and Restated Forbearance Agreement).
SECTION 2.03. After giving effect to this Consent, no event has occurred and is continuing which constitutes a Default or an Event of Default, other than the Specified Defaults (as defined in the Amended and Restated Forbearance Agreement).
SECTION 2.04. The Borrower shall have paid and reimbursed the Agent and the Lenders for all outstanding and unpaid fees, costs and expenses, including fees and expenses of Weil, Gotshal & Xxxxxx LLP.
SECTION 2.05. Each of the Agent and the Government Guarantor shall have received such documents from the Borrower as the Agent shall request in writing.
Conditions Precedent to Consent. The Consent shall become effective upon the satisfaction of the each of the following conditions (such date, the “Consent Effective Date”):
Conditions Precedent to Consent. It shall be condition precedent to the effectiveness of the consents granted in the foregoing paragraphs that:
(i) Borrower shall have delivered evidence of its authority to enter into this Agreement as well as the capacity of individuals executing this Agreement.
(ii) No event of default shall exist under the Acquisition and Construction Note, the Development Note, the Mortgage or any other Loan Document.
(iii) Borrower shall have delivered such other items to Lender as it may reasonably request.
(iv) Concurrently with the execution of the Ground Leases, Borrower has executed and deliver to Lender, and caused Carinthia and West Lake to execute and deliver to Lender Subordination, Non-Disturbance and Attornment Agreements in the form attached hereto as Exhibit G (the “SNDA”).
(v) Concurrently with the execution of the Ground Leases, Borrower and West Lake will have executed the Water Supply Agreement.
Conditions Precedent to Consent. This Consent shall be effective as of July 22, 2013, subject to the satisfaction or waiver of each of the following conditions precedent on or before such date:
(a) Agent shall have received this Consent, duly executed by the parties hereto, and the same shall be in full force and effect.
(b) The representations and warranties herein and in the Credit Agreement and the other Loan Documents as amended hereby shall be true, correct and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true, correct and complete in all material respects as of such earlier date).
(c) Borrowers shall have paid all fees, costs, expenses and taxes then payable pursuant to the Credit Agreement as therein provided.
(d) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Loan Party, Agent, or any Lender.
(e) All other documents and legal matters in connection with the transactions contemplated by this Consent shall have been delivered, executed, or recorded and shall be in form and substance satisfactory to Agent.
Conditions Precedent to Consent. The effectiveness of the consent set forth in Section 2 hereof is subject to the satisfaction of each of the following conditions precedent, in form and substance satisfactory to Administrative Agent, unless satisfaction thereof is specifically waived in writing by Administrative Agent:
(a) PFS shall, at the time of the Acquisition, carry on a business that is the same as or related, ancillary or complementary to the business carried on by Borrowers, or own assets used or useful in a business that is the same as or related, ancillary or complementary to the business carried on by Borrowers;
(b) After giving effect to the consent and amendments contained herein, both before and after giving effect to the Proposed Transactions, each Obligor shall then be Solvent and no Default or Event of Default shall then exist (including, without limitation, under Section 12.1.6 of the Credit Agreement as it relates to Debt incurred pursuant to Section 10.2.3(ii) of the Credit Agreement);
(c) Administrative Agent shall have received and reviewed a copy of the executed Purchase Agreement, including all exhibits and schedules thereto, which Purchase Agreement shall provide for a purchase price for the Acquisition not to exceed $57,000,000 (excluding any post-closing working capital adjustment), including all deferred payments of purchase price and all payments to be held and disbursed pursuant to any escrow agreement, and such Purchase Agreement shall be satisfactory to Administrative Agent in all respects (it being acknowledged that the draft of the Purchase Agreement dated December 24, 2007, heretofore delivered by Borrowers to Administrative Agent is satisfactory to Administrative Agent);
(d) Administrative Agent shall have received copies of any and all material third-party consents and notices required in order for Sellers to consummate the Acquisition;
(e) Borrowers shall have delivered to Administrative Agent such audited financial statements (or, if not available, unaudited financial statements, or, if unaudited financial statements are not available, other financial information satisfactory to Administrative Agent) for PFS as have been delivered by Sellers to Borrowers as provided in the Purchase Agreement;
(f) Administrative Agent shall have received and reviewed copies of the charter, certificate or articles of incorporation or organization of each of New LLC and PFS, in each case certified by the Secretary of State or other appropriate official of the jurisdicti...
