Common use of Conditions Precedents Clause in Contracts

Conditions Precedents. 2.1 The obligations of the Buyer to consummate the transactions contemplated by this Agreement are subject to fulfilment, at or prior to the Closing, of each of the following conditions, any one or more of which may be waived by the Buyer in writing, in its sole and absolute discretion, in each case before the Outside Date: (a) No Governmental Authority shall have enacted, issued, promulgated, decreed, enforced or entered any Order which is in effect and has the effect of making any of the transactions contemplated by this Agreement illegal, or otherwise enjoining, restraining, prohibiting or staying (or delaying beyond the Outside Date) the consummation of or imposing material modifications on the transactions contemplated hereby, nor shall any Proceeding brought by any Governmental Authority seeking any of the foregoing be pending or threatened in writing; nor shall there be any Legal Requirement promulgated, enacted, entered, enforced or deemed applicable to any of the Parties which makes the consummation of the transactions contemplated by this Agreement illegal, void or rescinded. (b) Each of the representations and warranties of the Seller set forth in Clause 9.1 shall be true and correct in all respects, on and as of the Closing Date, as if made on and as of the Closing Date (except that for those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects) and the Buyer shall have received a certificate of the Seller to such effect signed by a duly authorized officer of Seller. (c) The covenants and agreements that the Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing shall have been performed and complied with in all material respects and the Buyer shall have received a certificate of the Seller to such effect signed by a duly authorized officer of Seller. (d) Each of the deliveries required to be made by the Seller pursuant to Clause 8.3 shall have been so delivered. 2.2 Notwithstanding anything to the contrary herein, the Buyer may not rely on the failure of any condition set forth in Clause 2.1 to be satisfied to excuse it from its obligation to effect the transactions contemplated hereby if such failure was primarily caused by the Buyer’s breach of this Agreement. 2.3 The obligations of the Seller to consummate the transactions contemplated by this Agreement are subject to fulfilment, at or prior to the Closing, of each of the following conditions, any one or more of which may be waived by the Seller in writing, in its sole and absolute discretion, in each case before the Outside Date: (a) The representations and warranties of the Buyer set forth in Clause 9.2 of this Agreement shall be true and correct in all material respects as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date (provided that representations and warranties which are confined to a specified date shall speak only as of such date) and the Seller shall have received a certificate of the Buyer to such effect signed by a duly authorized officer or authorized person of the Buyer. (b) The covenants and agreements that the Buyer is required to perform or to comply with pursuant to this Agreement at or prior to the Closing shall have been performed and complied with in all material respects, and the Seller shall have received a certificate of the Buyer to such effect signed by a duly authorized officer or authorized person of the Buyer. (c) Each of the deliveries required to be made by the Buyer pursuant to Clause 8.2 shall have been so delivered. 2.4 Notwithstanding anything to the contrary herein, the Seller may not rely on the failure of any condition set forth in Clause 2.3 to be satisfied to excuse it from its obligation to effect the transactions contemplated hereby if such failure was primarily caused by the Seller’s breach of this Agreement.

Conditions Precedents. 2.1 The obligations of conditions referred to in Clause 4.1 are that the Buyer to consummate Agent shall have received, on or before the transactions contemplated by this Agreement are subject to fulfilmentEffective Date (or such later date as the Agent may agree or designate, at or prior the following documents and evidence in all respects in form and substance satisfactory to the Closing, of each of the following conditions, any one or more of which may be waived by the Buyer in writing, in Agent and its sole and absolute discretion, in each case before the Outside Datelawyers: (a) No Governmental Authority shall have enacteda duly executed original of this Deed and the Deed of Release; (b) documents of the kind specified in Schedule 4, issuedPart A, promulgatedparagraphs 2, decreed3, enforced or entered any Order 4 and 5 of the Amended and Restated Loan Agreement with respect to this Deed, the Amended and Restated Loan Agreement, each Mortgage Addendum and the Deed of Release; (c) each Mortgage Addendum duly executed by the Owner which is a party thereto together with evidence that it has been duly registered as a valid addendum to the relevant Mortgage in effect accordance with the laws of the relevant Approved Flag; (d) evidence that the Agent has received the Relevant Prepayment Amount which is to be applied in prepayment of the Loan in accordance with clause 8.13 of the Amended and Restated Loan Agreement; (e) evidence that the Agent has received two or, as the effect case may be, three valuations of making each Mortgaged Ship (other than the Ships owned by the Released Owners) prepared pursuant to clause 15.3 of the Amended and Restated Loan Agreement, stated to be for the purposes of this Deed, which shows a value of each Mortgaged Ship (other than the Ships owned by the Released Owners) for the purpose of determining the Maximum Amount; (f) a copy of the duly executed Trade Confirmation and a copy of a signed but undated Transfer Certificate, together with irrevocable written instructions to the Agent that the Agent may date the document on behalf of the parties thereto upon the occurrence of the Effective Date; (g) evidence that the process agent named in clause 33 of the Amended and Restated Loan Agreement has accepted its appointment in relation to this Deed; (h) copies of any consents or other document, opinion or assurance which the Agent considers is necessary in connection with the entry into and performance of the transactions contemplated by this Agreement illegalany Finance Document or for the validity and enforceability of any Finance Document; (i) favourable legal opinions from lawyers appointed by the Agent on such matters concerning the laws of the Xxxxxxxx Islands, or otherwise enjoiningLiberia and such other relevant jurisdictions as the Agent may require; (j) if the Agent so requires, restraining, prohibiting or staying (or delaying beyond the Outside Date) the consummation in respect of or imposing material modifications on the transactions contemplated hereby, nor shall any Proceeding brought by any Governmental Authority seeking any of the foregoing be pending or threatened in writingdocuments referred to above, a certified English translation prepared by a translator approved by the Agent; nor shall there be any Legal Requirement promulgated, enacted, entered, enforced or deemed applicable to any of the Parties which makes the consummation of the transactions contemplated by this Agreement illegal, void or rescinded.and (bk) Each of any other document or evidence as the representations and warranties of Agent may request in writing from the Seller set forth in Clause 9.1 shall be true and correct in all respects, Borrower on and as of the Closing Date, as if made on and as of the Closing Date (except that for those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects) and the Buyer shall have received a certificate of the Seller to such effect signed by a duly authorized officer of Seller. (c) The covenants and agreements that the Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing shall have been performed and complied with in all material respects and the Buyer shall have received a certificate of the Seller to such effect signed by a duly authorized officer of SellerEffective Date. (d) Each of the deliveries required to be made by the Seller pursuant to Clause 8.3 shall have been so delivered. 2.2 Notwithstanding anything to the contrary herein, the Buyer may not rely on the failure of any condition set forth in Clause 2.1 to be satisfied to excuse it from its obligation to effect the transactions contemplated hereby if such failure was primarily caused by the Buyer’s breach of this Agreement. 2.3 The obligations of the Seller to consummate the transactions contemplated by this Agreement are subject to fulfilment, at or prior to the Closing, of each of the following conditions, any one or more of which may be waived by the Seller in writing, in its sole and absolute discretion, in each case before the Outside Date: (a) The representations and warranties of the Buyer set forth in Clause 9.2 of this Agreement shall be true and correct in all material respects as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date (provided that representations and warranties which are confined to a specified date shall speak only as of such date) and the Seller shall have received a certificate of the Buyer to such effect signed by a duly authorized officer or authorized person of the Buyer. (b) The covenants and agreements that the Buyer is required to perform or to comply with pursuant to this Agreement at or prior to the Closing shall have been performed and complied with in all material respects, and the Seller shall have received a certificate of the Buyer to such effect signed by a duly authorized officer or authorized person of the Buyer. (c) Each of the deliveries required to be made by the Buyer pursuant to Clause 8.2 shall have been so delivered. 2.4 Notwithstanding anything to the contrary herein, the Seller may not rely on the failure of any condition set forth in Clause 2.3 to be satisfied to excuse it from its obligation to effect the transactions contemplated hereby if such failure was primarily caused by the Seller’s breach of this Agreement.