Initial condition precedent Sample Clauses

Initial condition precedent. The following are the initial conditions precedent: (a) copies of a resolution of the Main SPV’s, the Shareholder’s and each Greif Transaction Party’s board of directors (except for the German Originators), and any other necessary corporate documents, approving the Transaction Documents to which it will become a party and the other documents to be delivered by it and the transactions contemplated hereunder; (b) a director’s certificate of each Originator certifying as to such Originator’s solvency; (c) copies of the constitutive documents of the Main SPV, the Shareholder and each Greif Transaction Party; (d) a certificate of the Main SPV, the Shareholder and each Greif Transaction Party certifying: (i) the names and signatures of the officers authorised on behalf of such party to execute the Transaction Documents to which it will become a party and any other documents to be delivered by it hereunder, on which certificate the Main SPV and the Funding Administrator may conclusively rely until such time as the Main SPV and the Funding Administrator shall receive from such party a revised certificate meeting the requirements of this paragraph; and (ii) the authenticity of the constitutive documents of such party. (e) legal opinions from: (i) legal counsel in the relevant jurisdictions to the Greif Transaction Parties in form and substance satisfactory to the Main SPV and the Funding Administrator regarding (i) due execution by, and corporate authority of each Greif Transaction Party, (ii) the validity and enforceability of the obligations of the Greif Transactions Parties under and in connection with the Transaction Documents to which they are expressed to be a party and (iii) the perfection of the sale and transfer of the Receivables Purchase Agreements (other than the Nieuw Amsterdam Receivables Purchase Agreement) and such other matters concerning such Greif Transaction Party as the Main SPV and/or the Funding Administrator may require; and (ii) legal counsel in the relevant jurisdictions to the Funding Administrator regarding (i) the due execution and corporate authority of Main SPV, (ii) the validity and enforceability of the obligations of Main SPV under and in connection with the relevant Transaction Documents to which Main SPV is expressed to be a party, (iii) the enforceability of the Main SPV Security Documents, and (iv) the sale of the Receivables; (f) a copy of the Servicing Agreement as executed; (g) a copy of the Nieuw Amsterdam Receivables Purch...
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Initial condition precedent. 4.1.1 Homes England's obligations under this Agreement are subject to the condition precedent that: (a) it has conducted due diligence (including financial and legal due diligence) satisfactory to it in relation to the Grant Recipient and the Housing Outputs: (b) it has received (in form and substance satisfactory to it (acting reasonably)) confirmation from the Grant Recipient (whether in writing and/or via the DDEP) of the identity of each proposed Delivery Partner with whom it has entered into a Delivery Partner Contract (or with whom it is then proposing to enter into a Delivery Partner Contract) and the role they will undertake in delivering the Housing Outputs; and (c) Homes England has provided its written approval to each such proposed Delivery Partner's identity and role. 4.1.2 The provision of Homes England's approval pursuant to clause 4.1.1
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Initial condition precedent. Subject to Clause 4.5(a) (Change of terms prior to the First Utilisation Request), the Borrower shall not deliver a Utilisation Request unless the Agent has received all of the documents and other evidence listed in, and appearing to comply with, the requirements of Part I to Schedule 2 (Conditions precedent to Initial Utilisation) and, in relation to the second and all subsequent Utilisations, Part II to Schedule 2 (Conditions precedent to second and subsequent Utilisations), in form and substance satisfactory to the Agent. The Agent shall notify the Borrower and the Lenders promptly upon being as satisfied.
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Initial condition precedent. 3.1 The GLA’s obligations under this Agreement are subject to the condition precedent that it has confirmed to the Local Authority that it has received all of the documents, information, confirmations and any other items specified in Schedule 4 (Initial Conditions Precedent) in form and substance satisfactory to the GLA PROVIDED THAT the GLA may in its absolute discretion and on notifying the Local Authority in writing, convert any Initial Condition Precedent listed in Schedule 4 to a Condition Precedent to the Grant listed in Schedule 5. 3.2 The GLA shall promptly notify the Local Authority in writing when the GLA considers that the condition precedent referred to in clause 3.1 has been satisfied.
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Initial condition precedent. The obligation of each Bank to make Advances pursuant to the terms and conditions of this Agreement is subject to the condition precedent that the Administrative Agent shall have received on or before the day of the initial Advance the following, each dated on or before such day, in form and substance satisfactory to the Administrative Agent: (a) The Notes to the order of the Banks, respectively. (b) Certified copies of (i) the resolutions of the Board of Directors of the Borrower establishing the Executive Committee and (ii) resolutions of the Executive Committee approving this Agreement, each Note and each Notice of Borrowing, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each such Loan Document and certified copies of the restated certificate of incorporation, as amended, and bylaws, as amended, of the Borrower. (c) A certificate of the Secretary, Deputy Corporate Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder. (d) A favorable opinion of Vinsxx & Xlkixx X.X.P., counsel for the Borrower, to be delivered to, and for the benefit of, the Banks and the Administrative Agent, at the express instruction of the Borrower, substantially in the form of Exhibit C hereto and as to such other matters as any Bank through the Administrative Agent may reasonably request. (e) A favorable opinion of John X. Xxx, Executive Director and General Counsel of the Borrower, to be delivered to, and for the benefit of, the Banks and the Administrative Agent, at the express instruction of the Borrower, in substantially the form of Exhibit D hereto and as to such other matters as any Bank through the Administrative Agent may reasonably request. (f) The letter referred to in Section 4.01(a) hereof.
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Initial condition precedent. 5.1.1 The Borrower may not deliver a Utilisation Request unless – 5.1.1.1 the Agent is satisfied that the Net Senior Debt to EBITDA Ratio (normalised) does not exceed 1.50 times, with EBITDA being the pro forma last twelve Months EBITDA calculated using the latest management accounts of the Borrower on a consolidated basis for the financial quarter immediately preceding the Fulfilment Date; 5.1.1.2 all the Conditions Precedent have been delivered to the Agent in form and substance satisfactory to the Agent; or 5.1.1.3 to the extent that any Conditions Precedent are not in a form and in substance satisfactory to the Agent or have not been delivered, the Agent has, by notice in writing to the Borrower, waived or deferred delivery of those Conditions Precedent which are not in a form and in substance satisfactory to it or which have not been delivered, upon such terms and conditions as the Agent may specify in the aforesaid notice. 5.1.2 The Agent shall notify the Borrower and the Lender promptly upon being so satisfied. 5.1.3 Each Utilisation Request delivered by the Borrower shall be accompanied by a Compliance Certificate confirming compliance with clause 21.1 (Financial Condition).
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Initial condition precedent. This Agreement and the obligation of the Seller to deposit the Purchase Shares with the Purchaser and the Purchaser to deposit the Purchase Price with the Seller is subject to the relevant Party having met the conditions precedent set out in this Sub-Clause (“Initial Condition Precedent”) in a form and substance reasonably satisfactory to the Purchaser, unless otherwise expressly waived by the Purchaser in its sole discretion: Receipt of all corporate approvals and sanctions, including without limitation approval by the Board or shareholders, as may be required, of the Company and the Seller, for sale of the Purchase Shares to the Purchaser for the Purchase Price agreed upon; Receipt by the Purchaser and the Seller of all the Government Approvals, including but not limited to, any FIPB or RBI approval, as and to the extent required, for the Purchaser to acquire the Purchase Shares and to exercise its right and perform its obligations respectively under this Agreement; Receipt by the Purchaser of the audited accounts of the Company for the year ended 31.03.2007. The proposed Transfer of the Purchase Shares being determined as in compliance with all applicable laws, including without limitation, any proposed law or regulation as considered applicable; No Governmental Authority in India, having, or having indicated an intention to, having requested (in writing or by way of any oral communication), any information in connection with, or instituting or threatening, any action or investigation which could, restrain, prohibit or otherwise challenge or adversely affect the Transfer of Purchase Shares in a manner as contemplated under this Agreement, the ownership of the Purchase Shares or any similar transactions or ownership; The Seller having performed and complied in all material respects with all covenants and undertakings required to be performed or complied with by it at or prior to the Initial Closing Date; The Seller having delivered an incumbency certificate of the officer(s) of the Seller executing this Agreement and any other documents furnished to the Purchaser hereunder or pursuant hereto; The Company having delivered to the Purchaser a certificate, in a form and manner acceptable to the Purchaser, that the Company and its Subsidiaries have conducted their business in the normal course and have complied with the obligations imposed under Clause 5.1 and Clause 5.2, and that there has been no Material Adverse Effect on the Company and/or its Subsidiarie...
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Initial condition precedent. The Borrower may not deliver a Request until the Bank has notified (such notification to be provided without any undue delay) the Borrower that it has received each of the following documents in form and substance satisfactory to it: (A) a fully executed original of this Agreement; (B) a copy of the Certificate of Registration and Articles of Association of the Borrower, certified by the General Counsel and Secretary of the Board of the Borrower as being correct, complete and in full force and effect as at the date of this Agreement; (C) a list, certified by the General Counsel and Secretary of the Board of the Borrower as being correct, complete and in full force and effect as at the date of this Agreement, of the names, titles and specimen signatures of those persons authorised to take action on behalf of the Borrower in connection with this Agreement; (D) a copy of a resolution of the board of directors of the Borrower (or an excerpt thereof); (E) a certificate of the Chief Financial Officer of the Borrower confirming that utilization of the Facility in full would not cause any borrowing limit binding on the Borrower to be exceeded; (F) either of the Credit Guarantee or the EKN Offer duly executed and delivered by EKN.
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Related to Initial condition precedent

  • Initial Conditions Precedent The effectiveness of this Agreement and the obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, are subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes and Term Notes executed by the Borrower, payable to each applicable Lender (other than any Lender that has requested that it not receive a Note) and complying with the terms of Section 2.11. (a) and the Swingline Note executed by the Borrower; (iii) the Guaranty executed by each of the Guarantors, if any, initially to be a party thereto; (iv) an opinion of Xxxxxxxx & Worcester LLP, and an opinion of Xxxx Xxxxx Xxxxxxxx & Xxxx LLP, special Maryland counsel, in each case, counsel to the Borrower and the other Loan Parties, addressed to the Administrative Agent and the Lenders and covering such matters as the Administrative Agent may reasonably request; (v) the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of each Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan Party; (vi) a certificate of good standing (or certificate of similar meaning) with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Loan Party is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effect and each state in which a Collateral Property owned by such Loan Party is located; (vii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower Notices of Borrowing, Notices of Swingline Borrowing, requests for Letters of Credit, Notices of Conversion and Notices of Continuation; (viii) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (A) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (B) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (ix) a Compliance Certificate calculated as of the Effective Date on a pro forma basis for the Borrower’s fiscal quarter ending December 31, 2017; (x) a Disbursement Instruction Agreement effective as of the Agreement Date; (xi) evidence that the Fees, if any, then due and payable under Section 3.5., together with all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including without limitation, the fees and expenses of counsel to the Administrative Agent, have been paid; (xii) a copy of all Operating Agreements, all Ancillary Agreements, the Business Management Agreement, the Property Management Agreement, in each case certified as true, correct and complete by the chief operating officer or chief financial officer of the Borrower; and (xiii) such other documents, agreements and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request; (b) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (c) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (i) result in a Material Adverse Effect or (ii) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (d) the Borrower and its Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (i) any Applicable Law or (ii) any agreement, document or instrument to which any Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which could not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin or impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (e) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act; and (f) there shall not have occurred or exist any other material disruption of financial or capital markets that could reasonably be expected to materially and adversely affect the transactions contemplated by the Loan Documents.

  • Condition Precedent The obligations of the parties to this Agreement are subject to the Receiver and the Corporation having received at or before Bank Closing evidence reasonably satisfactory to each of any necessary approval, waiver, or other action by any governmental authority, the board of directors of the Assuming Institution, or other third party, with respect to this Agreement and the transactions contemplated hereby, the closing of the Failed Bank and the appointment of the Receiver, the chartering of the Assuming Institution, and any agreements, documents, matters or proceedings contemplated hereby or thereby.

  • Additional Conditions Precedent No Lender has any ------------------------------- obligation to make any Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), unless the following conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Person in any Loan Document shall be true on and as of the date of such Loan or the date of issuance of such Letter of Credit as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority Lenders. (b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of Credit. (c) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could cause a Material Adverse Change to, Plains MLP's or Borrower's Consolidated financial condition or businesses since the date of the Initial Financial Statements. (d) Each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of Credit. (e) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Law. (f) Administrative Agent shall have received all documents and instruments which Administrative Agent has then requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person in this Agreement and the other Loan Documents, (ii the satisfaction of all conditions contained herein or therein, and (ii all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and date.

  • Mutual Conditions Precedent The respective obligations of the parties to complete the transactions contemplated by this Agreement shall be subject to the satisfaction, on or before the Effective Date, of the following conditions precedent, each of which may only be waived by the mutual consent of Lululemon and the LIPO Entities: (a) the Arrangement shall have been approved at the Meetings in accordance with any conditions (including securityholder approval) which may be imposed by the BCA or the Interim Order; (b) the Interim Order and the Final Order shall each have been obtained in form and terms satisfactory to each of the LIPO Entities and Lululemon, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to such parties, acting reasonably, on appeal or otherwise; (c) the steps contemplated in the Reorganization Agreement to be consummated prior to the consummation of the Arrangement shall have been consummated; (d) holders of no more than 2.5% of the aggregate number of LIPO Canada Shares and LIPO USA Shares issued and outstanding as of the date hereof shall have exercised their Dissent Rights (and shall not have lost or withdrawn such rights) in respect of the Arrangement; (e) there shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and there shall be no proceeding (other than an appeal made in connection with the Arrangement), of a judicial or administrative nature or otherwise, in progress or threatened that relates to or results from the transactions contemplated by this Agreement that would, if successful, result in an order or ruling that would preclude completion of the transactions contemplated by this Agreement in accordance with the terms hereof; (f) this Agreement shall not have been terminated pursuant to Section 6.3; (g) the Reorganization Agreement shall not have been terminated in accordance with its terms; and (h) the Lululemon Common Shares issuable pursuant to the Arrangement and on exchange of the Exchangeable Shares from time to time shall have been authorized for listing on the Nasdaq Global Market and the Toronto Stock Exchange, subject to official notice of issuance.

  • Condition Precedent to Requesting Payment Grantee will disburse program income, rebates, refunds, contract settlements, audit recoveries, and interest earned on such funds before requesting cash payments including any advance payments from the System Agency.

  • Purchaser’s Conditions Precedent 5.1.1 The obligations of the Purchaser under this Agreement are subject to the following conditions precedent (the “Purchaser’s Conditions Precedent”) being fulfilled to the satisfaction of, or waived in writing by, the Purchaser: (a) the representations and warranties on the part of the Seller contained in this Agreement shall be true and accurate on and as of the Delivery Date as if made and repeated on and as of the Delivery Date with reference to the facts and circumstances existing as of the Delivery Date; (b) no Total Loss of the Aircraft shall have occurred; (c) the Transaction Documents shall have been executed and delivered by the parties thereto (other than the Purchaser); (d) [Intentionally left blank]; (e) evidence of the issue of each approval, license and consent which may be required in connection with the performance by the Seller of all its obligations under the Transaction Documents; (f) the Seller shall have made the Aircraft available for Delivery at the Delivery Location on the Delivery Date, (g) on the Delivery Date the Aircraft shall be in construction configuration and conform in all material respects to the Delivery Conditions except as otherwise set forth in writing in accordance with Clause 3.4; (h) the Aircraft has been duly certified by the FAA as to type and has a current, valid FAA airworthiness certificate; (i) at the time of Delivery, Daugherty, Fowler, Peregrin, Xxxxxx & Xxxxxx, special FAA counsel to Purchaser, shall have confirmed that such counsel is forthwith furnishing Purchaser an opinion addressed to Purchaser to the effect that (i) the FAA Xxxx of Sale and FAA Application for Registration with respect to the Aircraft have been duly filed with the FAA; (ii) legal title to the Aircraft is vested in Purchaser, free and clear of all Encumbrances of record; and (iii) the transfer of title to the Aircraft has been registered on the International Registry in accordance with the Cape Town Convention; (j) no legal or governmental action, suit or proceeding shall have been instituted or threatened before any court, administrative agency or tribunal, nor shall any order, judgment or decree have been issued or proposed to be issued by any court, administrative agency or tribunal to set aside, restrain, enjoin or prevent the consummation of this Agreement, any Transaction Document or the transactions contemplated hereby or thereby; If any of the Purchaser’s Conditions Precedent remain outstanding on the Termination Date and are not waived or deferred in writing by the Purchaser, the Purchaser shall be entitled at any time thereafter to terminate its obligation to purchase the Aircraft from the Seller by notice, whereupon neither party shall have any further obligation or liability hereunder, other than the obligation of the Seller to return the Initial Payment and any other of the payments received pursuant to Clause 2.4 of this Agreement to the Purchaser.

  • General conditions precedent The agreement of the Finance Parties referred to in clause 2 (Agreement of the Finance Parties) shall be further subject to: (a) the representations and warranties in clause 4 (Representations and warranties) being true and correct on the Effective Date as if each was made with respect to the facts and circumstances existing at such time; and (b) no Event of Default or Default having occurred and continuing at the time of the Effective Date.

  • Waiver of conditions precedent If the Majority Lenders, at their discretion, permit an Advance to be borrowed before certain of the conditions referred to in Clause 9.1 are satisfied, the Borrower shall ensure that those conditions are satisfied within 5 Business Days after the Drawdown Date relative to that Advance (or such longer period as the Agent may, with the authority of the Majority Lenders, specify).

  • Conditions Precedent This Amendment shall become effective as of the date hereof (the “Amendment Effective Date”), subject to the satisfaction of the following conditions precedent:

  • Seller’s Conditions Precedent The obligation of Seller to sell the Property hereunder is subject to the satisfaction or waiver of each of the following conditions precedent: (a) The representations and warranties of Buyer contained in Section 10 shall be true and correct at Closing as if the same were made on and as of that date. (b) Buyer shall have performed and complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by Buyer prior to or at Closing including, but not limited to, the delivery to Escrow Agent of the balance of the Purchase Price which is due at Closing. (c) There shall not have been filed by or against Buyer at any time prior to the Closing Date any bankruptcy, reorganization or arrangement petition. (d) The simultaneous closing of each of the transactions subject to the Related Agreements with this transaction on the terms provided for in each respective Related Agreement, it being specifically understood and agreed between Buyer and Seller that this Agreement represents one part of a multi-part transaction related to three (3) properties and that it is the agreement of Buyer and Seller that, unless this condition is waived in writing by Buyer and Seller, this transaction shall not close unless the transactions subject to the Related Agreements close simultaneously with this transaction; provided, however, if the transaction subject to the either or both of the Related Agreements is terminated on account of material damage to the real property subject thereto, the closing of such transaction shall not be a condition precedent to this Closing. If one or more of the conditions set forth above are not satisfied prior to the Closing and are not waived in writing by Seller prior to the Closing then, Seller may terminate this Agreement by notice, in writing, delivered to Buyer and Escrow Agent that Seller elects to terminate this Agreement, upon receipt of which the Escrow Agent shall cancel the Escrow and promptly return all documents to the depositing party, and Seller’s rights and remedies shall be as provided in Section 23 of this Agreement. Provided if Seller elects to close the transaction, with written notice of knowledge that any such condition has not been satisfied or waived, Seller shall be deemed to have waived any such condition.

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