Conditions Precedent to Delivery. 37.1 The obligation of the Head-Charterers to deliver the Vessel to the Sub-Charterers under the terms of this Sub-Charter shall be subject to and conditional upon the satisfaction (which the Sub-Charterers hereby undertake to procure by the Delivery Date) of the Conditions listed in Schedule 1, Part A, which the Head-Charterers may in their discretion waive.
37.2 The obligation of the Sub-Charterers to accept delivery of the Vessel under the terms of this Sub-Charter shall be subject to and conditional upon the satisfaction of the Conditions listed in Schedule 1, Part B, which the Sub-Charterers may in their discretion waive.
37.3 Without prejudice to Clause 37.1, if the Head-Charterers in their discretion deliver the Vessel to the Sub-Charterers under this Sub-Charter notwithstanding that one or more of the conditions precedent specified in Clause 37.1 remains unsatisfied on the Delivery Date, then the Sub-Charterers shall procure the satisfaction of such condition or conditions precedent within fourteen (14) days thereafter or such longer period as the Head-Charterers in their absolute discretion agree in writing.
Conditions Precedent to Delivery. (a) The obligation of the Seller to sell the Aircraft to the Purchaser shall be subject to the fulfilment of each of the following conditions on or prior to the Delivery Date:
(i) the Seller shall have received each of the following documents and evidence to its satisfaction:
(A) a signed original execution copy of this Agreement together with any ancillary agreements or letters entered into by the Seller and the Purchaser in connection with the sale of the Aircraft;
(B) a certified copy of the memorandum and articles of association of the Purchaser;
(C) a certified copy of the power of attorney or such other instrument pursuant to which the Purchaser’s signatory signs this Agreement (and any other ancillary documents) on behalf of the Purchaser;
(D) a certified copy of all corporate Authorisations (if any) needed to ensure the validity and enforceability of this Agreement against the Purchaser;
(E) a signed Acceptance Certificate duly executed by the Purchaser’s Authorised Representative;
(F) a signed Aircraft or Aircraft Parts Exemption Certificate pursuant to California Sales Tax Regulation 1593; and
(G) a certificate of insurance in form and content satisfactory to the Seller evidencing the Insurances in compliance with clause 8.1(b);
(ii) the Purchaser shall have received each of the following documents, with any confidential or commercially sensitive information removed:
(A) a signed original execution copy of this Agreement together with any ancillary agreements or letters entered into by the Seller and the Purchaser in connection with the sale of the Aircraft;
(B) a certified copy of the power of attorney or such other instrument pursuant to which the Seller’s signatory signs this Agreement (and any other ancillary documents) on behalf of the Seller;
(C) a certified copy of all corporate Authorisations (if any) needed to ensure the validity and enforceability of this Agreement against the Seller;
(iii) payment of the Completion Payment for the Aircraft in accordance with clause 3.3; and
(iv) the representations given by the Purchaser in clause 6.2(b) shall be true and accurate.
(b) The foregoing conditions precedent have been inserted for the mutual benefit of the Seller and the Purchaser and may be waived in writing, in whole or in part and with or without conditions, by the Seller and the Purchaser without prejudicing the right of the Seller and the Purchaser to receive fulfilment of such conditions, in whole or in part, at any time thereafter.
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Conditions Precedent to Delivery. The obligation of the Lessor to deliver the Haewene Brim Equipment to PPC pursuant to clause 4.2 (but not, for the avoidance of doubt, any other express obligations of the Lessor under the Lease Documents) shall be subject to the prior satisfaction in full, or waiver by the Lessor to the extent not so satisfied, of the conditions precedent set out in part 3 of schedule 5.
Conditions Precedent to Delivery. 19.1 Notwithstanding any provision to the contrary hereof, the Sellers and the Buyers agree that the Sellers’ right to tender delivery of the Vessel and the Buyers’ obligation to take delivery of the Vessel and pay the Purchase Price (or any part thereof) are subject to and conditional upon the Buyers’ receipt of all the following documents and evidence (collectively, the “Delivery Conditions”):
(a) all the Preposition Documents complying with the requirements set out in Schedule 1 (Preposition Documents) hereto;
(b) all the conditions precedent to delivery required under Xxxxxx 36 (Conditions precedent and conditions subsequent) of the Bareboat Charter complying with the requirements set out in the Bareboat Charter;
(c) a valid Payment Notice duly completed and delivered to the Buyers in accordance with the provisions of Clause 3.4 (Payment Notice);
(d) all the representations and warranties referred to in Clause 20 (Sellers' representations and warranties) being true and correct on the date of this Agreement and the Delivery Date, the Preposition Date and the Balance Payment Date; and
(e) all of the Sellers’ Delivery Documents complying with the requirements set out in Schedule 2 (Sellers’ Delivery Documents) hereto.
Conditions Precedent to Delivery. The following are the documents referred to in Clause 9.1(b):
(a) A duly executed original of each Finance Document (and of each document required to be delivered by each Finance Document) other than those referred to in Part A(1).
(b) If the Drawdown Date is more than 5 Business Days after the date of the Drawdown Notice, a bringdown certificate of each of the Security Parties certifying as of the Drawdown Date as to the absence of any amendments to the documents of such party referred to in paragraphs (e), (f) and (g) of Part 1 since the date of the Drawdown Notice.
(c) Certification by the Guarantor as of the date of the Drawdown Date for the Advance as to the matters described in Clauses 9.1(d) (other than 9.1(d)(iii)) and 9.1(e).
(d) Documentary evidence that:
Conditions Precedent to Delivery. The Purchaser's obligation to purchase the Shares is subject to the satisfaction of the following conditions at the Delivery:
(a) The representations and warranties of the Sellers contained in this Agreement shall be correct and complete on and as of the Delivery Date with the same effect as though made on and as of the Delivery Date (after giving effect to the transactions contemplated by this Agreement).
(b) The purchase of and payment for the Shares shall not be prohibited by any law or governmental order, rule, ruling, regulation, release, interpretation or opinion applicable to the Purchaser and shall not subject the Purchaser to any penalty, tax, liability, or other onerous condition.
Conditions Precedent to Delivery. The Aircraft shall have been tendered for delivery to Lessee in the condition required by the Lease at LAX or such other location as Lessor and Lessee may have agreed to in writing.
Conditions Precedent to Delivery. Prior to delivery and BORROWER's taking possession of the Vehicles, the Parties shall complete and execute the Agreement. Prior to delivery and BORROWER’s taking possession of the Vehicles, BORROWER shall provide all applicable tax documents (e.g. W-9), all applicable insurance documents (e.g., Proof of Insurance), all documents required in a Driver Waiver (e.g. Driving License), and all other documents requested by NISSAN. BORROWER shall ensure all BORROWER's employees, subcontractors, independent contractors, or agents agree to the terms and conditions of the Agreement prior to and as a condition of use of the Vehicles. BORROWER shall ensure all BORROWER's employees, subcontractors, independent contractors, or agents execute a Driver Waiver to confirm their eligibility to use the Vehicles and to consent to the terms of use.
Conditions Precedent to Delivery. The obligation of the Lessor to take delivery of the Vessel pursuant to the terms of the Shipbuilding Contract and to deliver the Vessel to the Lessee under Clause 4.2 shall be subject to the prior satisfaction in full, or waiver in writing by the Lessor to the extent not so satisfied, of the conditions precedent set out in Part 3 of Schedule 5.
Conditions Precedent to Delivery. In addition to the conditions set out in Parts 1 and 2 of this Schedule 5, the Lessor shall have received each of the following in form and substance satisfactory to the Lessor:
1. a certificate from the Lessor's Agent stating that all the works required pursuant to the Shipbuilding Contract have been completed in full and advising of any material changes in the nature or extent of the works effected in respect of the Vessel and in relation to any material changes to the specification for the Vessel;
2. a valuation report for the Vessel, which shall be required if the report referred to in paragraph 1 above states that the works effected in respect of the Vessel differ in any respect considered by the Lessor to be material from the works required (as at the date of this Agreement) to be performed pursuant to the Shipbuilding Contract;
