Conditions to Sample Clauses

Conditions to. Each Party's Obligations to Effect the ---------------------------------------------------- Merger. The respective obligation of each party to effect the Merger is subject ------ to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

Conditions to. Each Borrowing and each Letter of Credit. The obligation of each Bank to loan its Commitment Percentage of each Borrowing and the obligation of Administrative Agent to issue a Letter of Credit on the date such Letter of Credit is to be issued is subject to the further satisfaction of the following conditions: (a) timely receipt by Administrative Agent of a Request for Borrowing or a Request for Letter of Credit (as applicable); (b) immediately before and after giving effect to such Borrowing or issuance of such Letter of Credit, no Default or Event of Default shall have occurred and be continuing and the funding of such Borrowing or the issuance of the requested Letter of Credit (as applicable) shall not cause a Default or Event of Default; (c) the representations and warranties of Borrower contained in this Agreement and the other Loan Papers shall be true and correct in all material respects on and as of the date of such Borrowing or issuance of such Letter of Credit (as applicable), with the same effect as though such representations and warranties had been made on and as of the date of such Borrowing or issuance of such Letter of Credit (as applicable) or, if such representations and warranties are expressly limited to particular dates, as of such particular dates; (d) after giving effect to such Borrowing or issuance of such Letter of Credit, the Outstanding Credit shall not exceed the Borrowing Base; (e) no Material Adverse Change shall have occurred; (f) the funding of such Borrowing or the issuance of such Letter of Credit (as applicable) shall be permitted by applicable Law; and (g) such Borrowing in such Letter of Credit shall be used only for a purpose permitted under the Agreement. The funding of each Borrowing and the issuance of each Letter of Credit hereunder shall be deemed to be a representation and warranty by Borrower on the date of such Borrowing and the date of issuance of each Letter of Credit as to the facts specified in Sections 7.2(b) through 7.2(e).

Conditions to. Each Party’s Obligations under this Agreement. The respective obligations of each of Parent, Borrowers, Buyer and Seller to effect the transactions contemplated hereby shall be subject to the fulfillment, or written waiver by Parent and Seller to the extent permitted by the applicable Requirements of Law, prior to the Closing of each of the following conditions: (a) All requisite approvals by FINRA and any Governmental Authority shall have been obtained or made and shall be in full force and effect and all related waiting periods required by the applicable Requirements of Law shall have expired. (b) As of the Closing: (i) at least seventy-five percent (75%) of the members of the Fund Board of each Sponsored Fund which has approved a new investment advisory or sub-advisory contract with any Subsidiary or such other entity which will act as an investment adviser to such Sponsored Fund following the Closing shall not be “interested persons” (as such term is defined in the Investment Company Act) of Parent (or such other entity which will act as investment adviser to such Sponsored Fund following the Closing) or of Seller, the Company, or the relevant Subsidiary; and (ii) the requirements of Section 15(f)(1)(B) of the Investment Company Act shall have been complied with in that no “unfair burden” (within the meaning of Section 15(f) of the Investment Company Act) shall have been imposed on any of the Sponsored Funds as a result of this Agreement, the transactions contemplated hereunder, the new investment advisory or sub-advisory contracts or otherwise. (c) As of the Closing: (i) Required Sponsored Fund Consents for ninety percent (90%) of all Sponsored Funds (based on Covered Assets of each Sponsored Fund as of the Business Day immediately prior to the Closing Date) shall have been duly obtained and shall be in full force in effect; and (ii) eighty-five percent (85%) of GFWM Direct Clients and A Feeder Funds to whom a consent notice was required to have been delivered under Section 7.7(c) (based on Covered Assets of such GFWM Direct Clients and A Feeder Funds as of the Business Day immediately prior to the Closing Date) shall not have provided an Affirmative Objection. (d) No relevant Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) which is in effect and prohibits consummation of the sale of the Shares by...

Conditions to. Each Advance. In addition, without prejudice to the uncommitted nature of the credit facility provided for herein, no Advance will be made to a Borrower unless the following conditions precedent have been satisfied, or waived by the Lender in its sole discretion: (a) Each of the representations and warranties made by such Borrower in or pursuant to this Agreement shall be true and correct in all material respects on and as of the relevant Borrowing Date, both immediately prior to and after giving effect to such Advance and to the application of the proceeds thereof, as if made on and as of such date. (b) The Lender shall have received a Note, if requested pursuant to Section 2.4(c), executed and delivered by two Responsible Officers of such Borrower. (c) No Default or Event of Default shall have occurred with respect to such Borrower and be continuing on such date or after giving effect to such Advance. (d) The Lender shall be satisfied that the Advances to such Borrower and the use of proceeds thereof comply in all respects with Regulation U; and to the extent required by Regulation U the Lender shall have received a current list of “margin stock” (as defined in Regulation U) from such Borrower in form and substance acceptable to the Lender and in compliance with Section 221.3(c)(2) of Regulation U. (e) All proceedings, and all documents and instruments executed or delivered pursuant to this Agreement shall be satisfactory in substance to the Lender, and the Lender shall have received such other documents and legal opinions in respect of the transactions contemplated hereby or thereby as it shall reasonably request. Each Borrowing by a Borrower hereunder shall constitute a representation and warranty by such Borrower as of the date thereof that the conditions contained in this Section 4.2 have been satisfied with respect to such Borrower.

Conditions to all Loans after the Closing Date. The obligation of any Lender to fund a Delayed Draw Term Loan or a Third Restatement Delayed Draw Term Loan after the Closing Date or the Administrative Agent to assist the Borrower in such extension of credit, is subject to it having received evidence in form and substance satisfactory to it of the satisfaction of each of the following conditions precedent prior to or contemporaneously with the making of such Loan (or such Lender agreeing to waive such condition in writing):

Conditions to. EFFECTIVENESS ARTICLE III

Conditions to. EFFECTIVENESS This Amendment shall become effective as of the date hereof only upon the satisfaction of all of the following conditions precedent (the date of satisfaction of such conditions being referred to herein as the “First Amendment Effective Date”): A.

Conditions to. EFFECTIVENESS Section 5.01

Conditions to. Effectiveness The effectiveness of the initial Transaction hereunder shall be subject to the satisfaction of each of the conditions precedent for such Transaction specified in the Master Repurchase Agreement and the satisfaction of each of the following additional conditions: (a) the "Closing Date" under and as defined in the Security Indenture shall have occurred, and the Seller shall have subscribed to the purchase of the Eligible Security in an amount equal to the Initial Purchase Price for such Transaction pursuant to the execution of the Note Purchase Agreement; (b) no Default or Event of Default with respect to Counterparty or Barclays as the defaulting party has occurred under the Master Repurchase Agreement and is then continuing or would result from such Transaction becoming effective; and (c) the “Borrowing Base Test” (as such term is defined under the Margining Agreement) is satisfied immediately before and would be satisfied immediately after giving effect to such Transaction. Barclays shall prepare and deliver to Counterparty a completed Annex A (or another form setting forth information corresponding to that set forth on Annex A), reflecting the terms of such initial Transaction, reasonably promptly (and, in any case, no later than one (1) Business Day) following the satisfaction of the Conditions to Effectiveness for such Transaction. 16 Additions On each Addition Purchase Date: (a) Barclays shall purchase the Purchased Securities, and Counterparty shall sell the Purchased Securities, in each case, in the amount of such Agreed Addition Purchase Price, in exchange for the payment by Barclays of the applicable Agreed Addition Purchase Price on such Addition Purchase Date, and for the purposes of such purchase and sale under this clause (a), the Purchased Securities shall be deemed to be the increase in the Redemption Price of the Purchased Securities that have been purchased by Barclays, and sold by Counterparty, immediately prior to such Addition Purchase Date; (b) the Purchase Price shall be increased by an amount requested by Counterparty in writing (which writing may be in the form of an email) at least 2 Business Days prior to the proposed Addition Purchase Date (the amount so requested, the "Agreed Addition Purchase Price"), provided that the Agreed Addition Purchase Price requested by Counterparty shall be zero unless each of the following conditions is satisfied: (1) the Agreed Addition Purchase Price requested by Counterparty for any ...