CONDITIONS TO CONSENTS Sample Clauses

CONDITIONS TO CONSENTS. (a) The GOB or any Relevant Authority may attach such reasonable “non-discriminatory” terms and conditions to the issuance or renewal of any of the Consents as are under the Laws of Bangladesh, and the attachment of such terms and conditions shall not in and of itself constitute a breach of this Agreement by the GOB, or a GOB Event of Default under Section 12.1(b). (b) The Company and the Contractors shall abide by all such terms and conditions. If the Company or any of the Contractors fails to abide by any terms or conditions of any Consent, then the exercise by the GOB or any Relevant Authority of a power pursuant to the Laws of Bangladesh in respect of such failure shall not of itself constitute a breach of this Agreement by the GOB, or a GOB Event of Default under Section 12.1(b).
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CONDITIONS TO CONSENTS. The effectiveness of Article II and the consents granted thereunder are subject to the satisfaction of the following terms and conditions:
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CONDITIONS TO CONSENTS. The Grantor or any Public Authority may attach such non-discriminatory terms and conditions to the issuance or renewal of any of the Consents as are in accordance with the Laws of Montenegro, and the attachment of such terms and conditions shall not in and of itself constitute a breach of this Agreement by the Grantor, a Force Majeure Event under Article 23 (unless it constitutes a Change in Law), or a Grantor Event of Default under Section 21.
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CONDITIONS TO CONSENTS. The foregoing consents are subject to the following express conditions: (1) The Paxsxx XXXs, the Paxsxx Xxxuisition Agreement, the Paxsxx JSA, the D P JSA and all agreements and instruments related thereto or executed from time to time thereunder (collectively, the "Paxsxx xxx D P Media Transaction Documents") shall be collaterally assigned to the Agent and the Lenders (with full rights to reassign as necessary upon assignment of the Obligations or in connection with a foreclosure) to secure the Obligations, with the written consent of all other parties thereto in form and substance satisfactory to the Agent, as required under SECTION 2.01 of the Credit Agreement. (2) The rights and obligations of ACME Holdings under the D P JSA shall be freely assignable by Acme Holdings to Borrower. (3) The aggregate monthly LMA payments due and payable under the Paxsxx XXXs shall not exceed the amounts set forth in the Paxsxx Xxxter of Intent. (4) The Borrower and its Subsidiaries shall satisfy all of the conditions to Permitted Acquisitions set forth in the definition of such term (after the first paragraph thereof) in a timely manner, unless otherwise permitted by the Agent (it being understood that: (a) certain real estate collateral requirements may be deferred in the Agent's discretion for full satisfaction on or before May 22, 1999, (b) the updated Projections submitted in connection therewith may not reflect full future compliance with financial covenants (but no waiver of such compliance shall be implied therefrom) and (c) the Companies shall be permitted to consummate the Paxsxx Xxxuisitions and the D P Acquisition upon receipt of the applicable FCC Transfer Approvals and prior to so-called "Final Orders" if required under the Paxsxx Xxxuisition Agreement. (5) Without limitation of the foregoing, the Borrower shall (i) deliver to the Agent a fully completed Acquisition Compliance Checklist together with the Officer's Compliance Certificate (with all attachments) required to be delivered prior to or concurrently with the closing of such Permitted Acquisition (see SCHEDULE 11.02 (a) to the Credit Agreement and EXHIBIT A thereto), and (ii) cause the acquiring Subsidiaries to enter into all Security Documents required under SECTION 2.01 of the Credit Agreement. (6) Prior to the First Closing under (and as defined in) the Paxsxx Xxxuisition Agreement, the Borrower shall have received at least $7,000,000 in additional cash equity contributions, the proceeds of which ...
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CONDITIONS TO CONSENTS. The GOL or any relevant GOL Entity may attach such non-discriminatory terms and conditions to the issuance or renewal of any of the Consents as are in accordance with the Laws of Liberia, and the attachment of such terms and conditions shall not in and of itself constitute a breach of this Agreement by the GOL provided that such attachment is without prejudice to any rights the Company has under this Agreement.
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CONDITIONS TO CONSENTS. The effectiveness of the consents provided herein are subject to the fulfillment, to the satisfaction of Clearwing, of the following conditions: (a) Clearwing shall have received this letter agreement duly executed by the Obligors, and the same shall be in full force and effect; (b) All documents and legal matters in connection with the Patriot Financing shall have been delivered, executed, or recorded and shall be in form and substance satisfactory to Clearwing, including the organizational and governing documents of the R Certificate Holder. (c) All of the conditions set forth in the documents evidencing the Patriot Financing shall have been satisfied and the Patriot Financing shall be consummated in accordance with its terms; (d) The Obligors shall have received all licenses, approvals, or consents necessary to consummate the Patriot Financing (including, without limitation, the consent of U.S. Bank, as trustee, to the pledge of the Exhibit B IOS and the R Certificates in favor of Patriot); (e) The representations and warranties in this letter agreement, the Pledge Agreement, the Trust Agreement, and the Fee Letter shall be true and correct in all material respects 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); (f) No Event of Default under the Pledge Agreement and no Event of Default under and as defined in the Loan Agreement shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein; (g) 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 of the Obligors, Patriot, Clearwing, any of their affiliates, or any other Person; (h) The Obligors shall have paid Clearwing, for the benefit of Clearwing, the Lender, and their affiliates, a work fee in an amount equal to $500,000, which amount (i) shall be in addition to all other work fees and all expense deposits paid by any of the Obligors to Clearwing or the Lender, (ii) shall be applied to the payment of costs and expenses incurred at any time by Clearwing and its affiliates in connection with the Patriot Financing or any other financing in favor of any of the Obligors, and (iii) shall be paid as follows: (x) $200,000 of such work fee shall...
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CONDITIONS TO CONSENTS. The foregoing consents are subject to the following express conditions: (1) The Acquisition Documents relating to such Permitted Acquisitions shall be in form and substance reasonable satisfactory to the Lenders and shall be collaterally assigned by the Borrower to the Agent and the Lenders to secure the Obligations, with the written consent of all other parties thereto, as required under SECTION 2.01
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CONDITIONS TO CONSENTS. The foregoing consents are subject to the following express conditions: (1) The KWBQ Buy-Back Option shall be assigned to the Borrower and collaterally assigned by the Borrower to the Agent and the Lenders to secure the Obligations, with the written consent of all other parties thereto. (2) The Acquisition Documents relating to the KASY Acquisition shall be collaterally assigned by the Borrower to the Agent and the Lenders to secure the Obligations, with the written consent of all other parties thereto, as required under SECTION 2.01 of the Credit Agreement. (3) The Borrower and its Subsidiaries shall satisfy all of the conditions to Permitted Acquisitions set forth in the definition of such term, after the first paragraph thereof in a timely manner unless otherwise permitted by the Agent. Without limitation of the foregoing, the Borrower shall deliver to the Agent a fully completed Acquisition Compliance Checklist together with the Officer's Compliance Certificate required to be delivered prior to or concurrently with the closing of such Permitted Acquisition (see SCHEDULE 11.02(A) and EXHIBIT B thereto). (4) The Borrower shall have received at least $6,000,000 in additional cash equity contributions, the proceeds of which shall be applied to finance a portion of the KASY Acquisition. (5) Any Loans requested in connection with the foregoing shall be subject to the conditions applicable thereto set forth in ARTICLE II of the Credit Agreement.
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Related to CONDITIONS TO CONSENTS

  • Conditions to Consent If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant’s obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. No Transfer shall release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. Landlord’s consent to any Transfer shall not waive Landlord’s rights as to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default hereunder. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment.

  • CONDITIONS TO CONSUMMATION SECTION 6.1. Conditions to All Parties' Obligations. The respective obligations of Parent and the Company to effect the Merger shall be subject to the satisfaction or waiver prior to the Effective Time of the following conditions: (a) The Plan and the transactions contemplated hereby shall have been approved by the requisite vote of the shareholders of the Company and Parent in accordance with their respective articles of incorporation and applicable law. (b) Parent, the Company and each of their respective subsidiaries shall have procured, if required in the opinion of counsel for Parent, the approvals, consents or waivers with respect to the Plan and the transactions contemplated hereby by (i) the appropriate State Regulators, and (ii) the Federal Reserve Board, and all applicable statutory waiting periods shall have expired; and the parties shall have procured all other regulatory approvals, consents or waivers of governmental authorities or other persons that, in the opinion of counsel for Parent , are necessary or appropriate for the consummation of the transactions contemplated by the Plan; provided, however, that no approval, consent or waiver referred to in this Section 6.1(b) shall be deemed to have been received if it shall include any condition or requirement that, individually or in the aggregate, (i) would result in a Material Adverse Effect on Parent, (ii) imposes any requirement upon Parent, the Company or their respective subsidiaries to (x) dispose of any asset which is material to Parent or the Company, (y) materially restrict or curtail the current business operations or activities of Parent or the Company or (z) raise an amount of capital, the issuance and sale of which, in the absence of the Merger and the other transactions contemplated by this Plan, would in Parent's judgment be materially burdensome in light of Parent's capital raising policies or (iii) would reduce the benefits of the transactions contemplated by the Plan to Parent in so significant a manner that Parent, in its judgment, would not have entered into this Plan had such condition or requirement been known at the date hereof. (c) The S-4 shall have become effective under the Securities Act and no stop order suspending the effectiveness of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC. (d) Parent and the Company shall each have received a letter from their respective independent accountants addressed to Parent or the Company, as the case may be, to the effect that the Merger will qualify for "pooling of interests" accounting treatment. (e) All other requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Plan shall have been satisfied. (f) No party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger or any other 44 50 transaction contemplated by this Plan, and no litigation or proceeding shall be pending against Parent or the Company or any of their subsidiaries brought by any governmental agency seeking to prevent consummation of the transactions contemplated hereby. (g) No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated, interpreted, applied or enforced by any governmental authority which prohibits, restricts or makes illegal consummation of the Merger or any other transaction contemplated by this Plan. SECTION 6.2. Conditions to the Obligations of Parent. The obligations of Parent to effect the Merger shall be subject to the satisfaction or waiver prior to the Effective Time of the following additional conditions: (a) Each of the representations and warranties of the Company contained in this Plan shall have been true on the date hereof and shall be true in all material respects on the Effective Date as if made on such date (or on the date when made in the case of any representation or warranty which specifically relates to an earlier date); the Company shall have performed, in all material respects, each of its covenants and agreements contained in this Plan; and Parent shall have received a certificate signed by the Chief Executive Officer and the Chief Financial Officer of the Company, dated the Effective Date, to the foregoing effect. (b) Parent shall have received a written opinion, dated the Effective Date, from McCarty, Curry, Wydexxx, Xxetxxx & Xaak, XXP, counsel to the Company, in form and substance satisfactory to Parent. (c) Parent shall have received a written opinion from Dykexx Xxxsxxx XXXC, in form and substance satisfactory to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code.

  • Conditions Precedent to Obligations to Consummate 9.1 Conditions to Obligations of Each Party. The respective obligations of each Party to perform this Agreement and to consummate the Merger are subject to the satisfaction of the following conditions, unless waived by both Parties pursuant to Section 11.6 of this Agreement:

  • CONDITIONS TO CONSUMMATION OF MERGER 35 5.1 Conditions to Each Party's Obligations........................................................ 35 5.2 Conditions to Obligations of the Parent and the Acquisition Subsidiary........................ 36 5.3 Conditions to Obligations of the Company...................................................... 37

  • Conditions to Closing The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the purchase price for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D to this Agreement. (b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof. (c) The Purchaser shall have received the following additional closing documents: (i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller; (ii) a certificate as of a recent date of the Secretary of State of the State of Delaware to the effect that the Seller is duly organized, existing and in good standing in the State of Delaware; (iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and each Rating Agency; (iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and each Rating Agency; and (v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Primary Free Writing Prospectus, the Prospectus Supplement, the Preliminary Offering Circular or the Final Offering Circular (each as defined in the Indemnification Agreement), as of the date thereof or as of the Closing Date (or, in the case of the Primary Free Writing Prospectus or the Preliminary Offering Circular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information (as defined in the Indemnification Agreement) in the Prospectus Supplement appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB. (d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. (e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement. (f) The Seller shall furnish the Purchaser, the Underwriters and the Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.

  • CONDITIONS TO CONSUMMATION OF THE MERGER 7.1 Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions:

  • Conditions to Closings Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at each Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at such Closing, of the following conditions:

  • Conditions to Obligations to Close A. Conditions to Obligations of ALPP, A4TI, and Merger Sub. The obligations of each of ALPP, A4TI, and Merger Sub to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions, unless otherwise waived in writing by ALPP, A4TI, and Merger Sub prior to Closing; (1) The representations and warranties of Company set forth in Section 4 will be true and correct in all material respects as if made at and as of the Closing, except to the extent that such representations and warranties are qualified by the term “material,” or contain terms such as “Adverse Effect” or “Adverse Change,” in which case such representations and warranties as so written, including the term “material” or “Material,” will be true and correct in all respects at and as of the Closing; (2) Company will have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term “material,” or contain terms such as “Adverse Effect” or “Adverse Change,” in which case Company will have performed and complied with all of such covenants as so written, including the term “material” or “Material,” in all respects through the Closing; (3) There will not be any judgment, order, decree or injunction in effect that would (a) prevent consummation of any of the transactions contemplated by this Agreement, (b) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (c) adversely affect the right of A4TI to own the capital stock of Surviving Corporation and to control Surviving Corporation and its Subsidiaries, or (d) adversely affect the right of any of Surviving Corporation and its Subsidiaries to own its assets and to operate its business; (4) The Merger will have been duly approved by the Company’s Board of Directors and by holders of the Company Shares representing at least eighty percent (80%) of the Company Shares (the “Required Company Vote”); (5) Company will have delivered to ALPP and A4TI a certificate to the effect that each of the conditions specified in Sections 2.A(1)-(4) is satisfied in all respects; (6) Company will have delivered to ALPP and A4TI an executed counterpart of the Merger Certificate; and (7) Company will have delivered to ALPP and A4TI the resignations, effective as of the Closing, of each director and officer of Company excluding Xxxxxx Xxxx.

  • CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE The obligation of each Buyer hereunder to purchase the Debenture and Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for such Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion: (a) The Company shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Buyer. (b) The Company shall have delivered to such Buyer the duly executed Debenture and Warrants in accordance with Section 1 above. (c) The representations and warranties of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer shall have received a certificate or certificates, executed by the President and Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer including, but not limited to certificates with respect to the Company's Certificate of Incorporation, By-laws and Board of Directors' resolutions relating to the transactions contemplated hereby. (d) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (e) Trading in the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotation. (f) The Buyer shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E attached hereto. (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v) above, dated as of the Closing Date. (h) The Company shall have delivered to the Buyer an executed Accountant Letter and an executed Law Firm Letter, as described in Section 3(dd) hereof. (i) Prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Liens.

  • No Breach; Consents Except as set forth on SCHEDULE 4.7 hereto, the execution, delivery and performance of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby will not (i) result in any lien, pledge, mortgage, security interest, claim, lease, charge, option, easement, servitude or other encumbrance whatsoever (collectively, "Liens") upon any of the property of Seller (other than in favor of Buyer) or (ii) violate, conflict with or breach any of the terms and conditions of, result in a material modification of, accelerate or trigger the rights of any person under, or constitute (or with notice or lapse of time or both would constitute) a default under (a) any material instrument, contract or other agreement to which Seller is a party or by or to which it or any of its properties is bound or subject; (b) Seller's Certificate of Incorporation or By-laws (and all amendments thereto up through the date hereof); or (c) any Law applicable to Seller or any of its properties or operations. Except as set forth on SCHEDULE 4.7, no consent, approval or authorization of, or declaration or filing with, any governmental authority, stockholder of Seller or other person is required on the part of Seller in connection with the execution, delivery or performance of this Agreement or the consummation by it of the transactions contemplated hereby.

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