Conditions to be Satisfied. No Economic Interest Owner shall have the right to become a Substituted Member unless the Manager shall consent thereto in accordance with Section 11.2.2 and all of the following conditions are satisfied:
(a) A duly executed and acknowledged written instrument of Assignment shall have been filed with the Company, which instrument shall specify the number of Units being assigned and set forth the intention of the assignor that the assignee succeed to the assignor’s interest as a Substituted Member in his place;
(b) The assignor and assignee shall have executed, acknowledged and delivered such other instruments as the Manager may deem necessary or desirable to effect such substitution, which may include an opinion of counsel regarding the effect and legality of any such proposed transfer, and which shall include: (i) the written acceptance and adoption by the Economic Interest Owner of the provisions of this Agreement and (ii) the execution, acknowledgment and delivery to the Manager of a special power of attorney, the form and content of which are more fully described herein; and
(c) A transfer fee sufficient to cover all reasonable expenses connected with such substitution shall have been paid to the Company.
Conditions to be Satisfied. It shall be a condition of the effectiveness of each Application and the issuance of any Letter of Credit that the following conditions precedent are satisfied:
10.1.1 the Issuing Bank has received a duly completed Application in respect of that Letter of Credit;
10.1.2 the Agent has received payment of the fees and expenses specified in Clause ý16 to the extent due and payable;
10.1.3 the Agent (or its legal advisers) has received the documents and evidence described in ýSchedule 2 and Clause ý11.2, in form and substance satisfactory to them;
10.1.4 the Agent is satisfied that:
(a) the representations and warranties contained in Clause ý12 are true and correct at the Issuance Date of that Letter of Credit;
(b) none of the circumstances specified in Clause ý19 is subsisting; and
(c) no Event of Default or Potential Event of Default has occurred or will arise as a result of the issuance of that Letter of Credit.
Conditions to be Satisfied. No Economic Interest Owner shall have the right to become a Substituted Member unless the Manager shall consent thereto in accordance with Section 10.3.2 and all of the following conditions are satisfied:
(1) A duly executed and acknowledged written instrument of assignment shall have been filed with the Company, which instrument shall specify the Membership Interest being assigned and set forth the intention of the assignor that the assignee succeed to the assignor's interest as a Substituted Member in his place;
(2) The assignor and assignee shall have executed, acknowledged and delivered such other instruments as the Manager may deem necessary or desirable to effect such substitution, which may include an opinion of counsel regarding the effect and legality of any such proposed transfer, and which shall include the written acceptance and adoption by the Economic Interest Owner of the provisions of this Agreement; and
(3) A transfer fee sufficient to cover all reasonable expenses connected with such substitution shall have been paid to the Company.
Conditions to be Satisfied. The Lender will not be obliged to make available any Advance and the Borrower shall not be entitled to draw down any Advance unless the following conditions precedent are satisfied or waived in writing in accordance with Clause 3.2:
14.1.1 the Lender has received a duly completed Notice of Drawdown in respect of that Advance;
14.1.2 the Lender has received payment of the fees and expenses specified in Clause 21 to the extent due and payable;
14.1.3 the Lender or its legal advisers have received the documents and evidence described in Schedule 3, in form and substance satisfactory to them on or before the applicable dates specified in Schedule 3; and
14.1.4 the Lender is satisfied that:
(a) the representations and warranties contained in Clause 16 are true and correct at the Drawdown Date of that Advance;
(b) none of the circumstances specified in Clauses 22, 23 or 24 is subsisting; and
(c) no Event of Default or Potential Event of Default has occurred or will arise following the making available of that Advance.
Conditions to be Satisfied. The obligations of Lender to make and continue the Asset Based Loan and to issue letters of credit under the L.O.C. Facility are, unless waived in writing by Lender, subject to the further conditions set forth in this Article VIII. Disbursements against the Asset Based Loan shall only be made and letters of credit will only be issued under the L.O.C. Facility after sufficient collateral is pledged in accordance herewith. Notwithstanding the foregoing, all collateral shall secure all parties’ (other than Lender) Obligations hereunder.
Conditions to be Satisfied. Notwithstanding any other provision of this Agreement: (i) no non-Affiliate Assignee shall have the right to become a Substituted Partner unless the General Partner and a Majority in Interest shall consent thereto in accordance with Sections 10.2.2 and 10.2.3; and (ii) except as provided in Section 10.2.4, no Affiliate Assignee shall have the right to become a Substituted Partner unless the General Partner shall consent thereto in accordance with Section 10.2.2, and in both cases, all of the following conditions are satisfied:
(a) a duly executed and acknowledged written instrument of assignment shall have been filed with the Partnership, which instrument shall specify the Interest being assigned and set forth the intention of the assignor that the Assignee succeed to the assignor’s interest as a Substituted Partner in its place;
(b) the assignor and Assignee shall have executed, acknowledged and delivered such other instruments as the General Partner may deem necessary or desirable to effect such substitution, which may include an opinion of counsel regarding the effect and legality of any such proposed transfer, and which shall include the written acceptance and adoption by the Assignee of the provisions of this Agreement; and
(c) a transfer fee sufficient to cover all reasonable expenses connected with such substitution shall have been paid to the Partnership.
Conditions to be Satisfied. Each of the Sellers will use its best efforts to cause all of the conditions contained in Article 7 of this Agreement to be satisfied and to cause the officers and directors of Sellers to cooperate to that end.
Conditions to be Satisfied. 3.1. We have no obligation to accept the terms of the Platform Agreement and we have absolute discretion whether from time to time we wish to provide you with a Facility or a Withdrawal pursuant to the terms set out in any Platform Withdrawal. Prior to us considering whether to accept the terms of the Platform Agreement or the terms of a Platform Withdrawal from you, each of the following conditions must be satisfied:
(a) duly executed counterparts of each Transaction Document executed by you and each Guarantor that we require to be executed on or before the Commencement Date;
(b) you have signed the direct debit request in a form required by us;
(c) you have supplied us with all the information we require to process the Facility to our satisfaction;
Conditions to be Satisfied. Section 11.1 - Conditions to be Satisfied ......................... 68 11.1.1 Initial Conditions to Borrowings ................... 68 11.1.2 Conditions Precedent to each Borrowing ............. 71 Section 11.2 - Waiver of Conditions Precedent ..................... 71
Conditions to be Satisfied. The obligation of the Lenders to make available to the Borrower Borrowings hereunder following the execution of this Agreement, is subject to and conditional upon each of the following terms and conditions first having been satisfied:
