Grouped Into 27 Collections of Similar Clauses From Business Contracts
This page contains Conditions clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Conditions. The foregoing is subject to the following conditions: A. Agent shall have received a counterpart of this Agreement duly executed by each Loan Party; B. Agent shall have received a counterpart of the Subordination Agreement duly executed by each investor that is purchasing Series B Convertible Note pursuant to the NPA and consented to by Borrower; C. Borrower shall have delivered a certificate of an authorized officer of Borrower, providing verification of an incumbency and attaching (i) Borrower...'s board resolutions approving the transactions contemplated by this Agreement, (ii) Borrower's governing documents, and (iii) an updated perfection certificate; D. Borrower shall have delivered true and complete copies of the Series B Convertible Notes, the NPA, the October 2012 Charter Amendment and the other amendments referenced herein and such further documents, information, certificates, records and filings as Agent may reasonably request; and E. (i) No Default or Event of Default shall have occurred and be continuing other than the Defaults or Events of Default waived pursuant to Section 2 above, (ii) all representations and warranties in Section 5 of the Loan Agreement shall be true and correct as of the date hereof, (iii) each condition set forth in this Section 4 of this Agreement shall have been satisfied, and (iv) Agent shall have received a certificate from an authorized officer of Borrower confirming each of the foregoing.View More
Conditions. The foregoing is subject to the following conditions: A. Agent shall have received a counterpart of this Agreement duly executed by each Loan Party; B. Agent shall have received a counterpart of the 2012 Subordination Agreement duly executed by each investor that is purchasing Series B Convertible a 2012 Note pursuant to the 2011 NPA, as amended by the NPA Amendment, and consented to by the Borrower; C. Borrower shall have delivered a certificate of an authorized officer of the Borrower, providi...ng verification of an incumbency and attaching (i) Borrower's board resolutions approving the transactions contemplated by this Agreement, (ii) Borrower's governing documents, and (iii) an updated perfection certificate; D. Borrower shall have delivered true and complete copies of the Series B Convertible 2012 Notes, the NPA, NPA Amendment, the October 2012 Charter Amendment and the other amendments referenced herein and such further documents, information, certificates, records and filings as Agent may reasonably request; and E. (i) No Default or Event of Default shall have occurred and be continuing other than the Defaults or Events of Default waived pursuant to Section 2 above, (ii) all representations and warranties in Section 5 of the Loan Agreement shall be true and correct as of the date hereof, (iii) each condition set forth in this Section 4 of this Agreement shall have been satisfied, and (iv) Agent shall have received a certificate from an authorized officer of the Borrower confirming each of the foregoing. 3 5. Reaffirmation of Debt Documents. By executing and delivering this Agreement, Borrower hereby (i) reaffirms, ratifies and confirms its Obligations under the Loan Agreement, the Notes and the other Debt Documents, (ii) agrees that this Agreement shall be a "Debt Document" under the Loan Agreement and (iii) hereby expressly agrees that the Loan Agreement, the Notes and each other Debt Document shall remain in full force and effect following any action contemplated in connection herewith. View More
Conditions. This Amendment shall be effective as of the Effective Date once all of the following have been satisfied or delivered to Agent, in each case in form and substance satisfactory to Agent: (a) this Amendment executed by Borrower, Guarantors, Agent and each Lender; (b) a Term Out Note by Borrower payable to the order of each Term Out Lender requesting a Term Out Note in the amount of each such requesting Term Out Lender's portion of the Term Out Commitment; 11 (c) an Officer's Certificate from each ...of Borrower and each Guarantor certifying as to incumbency of officers, that since the date of the certificate delivered to Agent and the Lenders in connection with the closing of the Credit Agreement, no changes to its certificate of incorporation (or equivalent thereof) and its bylaws (or equivalent thereof), except, in the case of the Borrower, Borrower's Officer's Certificate, as indicated in such Officer's Certificate with a true and correct copy of such amendment to the bylaws attached thereto, and that the resolutions adopted in connection with the closing of the Credit Agreement have not been amended, rescinded or revoked (other than with respect to officer appointments made subsequent to the Closing Date, if applicable) and remain in full force and effect; (d) Certificates of Existence and Good Standing of Borrower and each Guarantor from its respective jurisdiction of incorporation or formation, as the case may be; (e) payment to Agent of the fees set out in that separate letter agreement dated as of the Effective Date between Agent and the Borrower; (f) payment to Agent's outside counsel of its legal fees submitted by invoice on or prior to the Effective Date; and (g) such other documents as Agent may request.View More
Conditions. This Amendment shall be effective as of the Effective Date once all of the following have been satisfied or delivered to Agent, in each case in form and substance satisfactory to Agent: (a) this Amendment executed by Borrower, Guarantors, Agent and each Lender; at least the Required Lenders; (b) a Term Out replacement Revolving Note by Borrower payable to the order of each Term Out Revolving Lender requesting a Term Out replacement Revolving Note in the amount of each such requesting Term Out Re...volving Lender's portion of the Term Out Commitment; 11 Revolving Commitment (after giving effect to this Amendment), and Lenders agree to return to Borrower as soon as practicable after the Effective Date the executed originals of the Revolving Notes in effect prior to the effectiveness of this Amendment, or lost note affidavits reasonably acceptable to Borrower from the Lenders who cannot locate the executed originals of said promissory notes; (c) an Officer's Certificate from each of Borrower and each Guarantor certifying as to incumbency of officers, that since the date of the certificate delivered to Agent and the Lenders 4 in connection with the closing of the Credit Agreement or in the case of the First Amendment to the Credit Agreement, as the case may be, no changes to its certificate of incorporation (or equivalent thereof) and its bylaws (or equivalent thereof), except, in the case except for Borrower's certificate of the Borrower, Borrower's Officer's Certificate, as indicated in incorporation and its bylaws which are attached to such Officer's Certificate with a true and correct copy of such amendment to the bylaws attached thereto, for Borrower, and that the resolutions adopted in connection with the closing of the Credit Agreement have not been amended, rescinded or revoked (other than with respect to officer appointments made subsequent to the Closing Date, Date or the First Amendment to the Credit Agreement, in either case if applicable) and remain in full force and effect; (d) Certificates of Existence and Good Standing of Borrower and each Guarantor from its respective jurisdiction of incorporation or formation, as the case may be; incorporation; and (e) payment to Agent of the fees set out in that separate letter agreement dated as of the Effective Date between Agent and the Borrower; (f) payment to Agent's outside counsel of its legal fees submitted by invoice on or prior to the Effective Date; and (g) such other documents as Agent may request. View More
Conditions. 4.1 Conditions Precedent to the Initial Extension of Credit. The obligation of Lender to make the initial extension of credit provided for hereunder is subject to the fulfillment, to the satisfaction of Lender, of each of the conditions precedent set forth on Exhibit B. 4.2 Conditions Precedent to all Extensions of Credit. The obligation of Lender to make any Advances hereunder (or to extend any other credit hereunder) at any time shall be subject to the following conditions precedent: (a) the r...epresentations and warranties of each Borrower and each other Loan Party or its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall continue to be true and correct to the same extent as of such earlier date); and (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof. Any request for an extension of credit shall be deemed to be a representation by each Borrower and each other Loan Party that the statements set forth in this Section 4.2 are correct as of the time of such request and if such extension of credit is a request for an Advance or a Letter of Credit, sufficient Availability exists for such Advance or Letter of Credit pursuant to Section 2.1(a) and Section 2.13. 4.3 Conditions Subsequent. The obligation of Lender to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of the conditions subsequent set forth on Exhibit C (the failure by any Borrower or any other Loan Party to so perform or cause to be performed such conditions subsequent as and when required by the terms thereof, shall constitute an Event of Default).View More
Conditions. 4.1 Conditions Precedent to the Initial Extension of Credit. The obligation of Lender to make the initial additional extension of credit provided for hereunder is subject to the fulfillment, to the satisfaction of Lender, of each of the conditions precedent set forth on Exhibit B. 4.2 Conditions Precedent to all Extensions of Credit. The obligation of Lender to make any Advances hereunder (or to extend any other credit hereunder) at any time shall be subject to the following conditions precedent...: (a) the representations and warranties of each Borrower and each other Loan Party or its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall continue to be true and correct to the same extent as of such earlier date); and (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof. Any request for an extension of credit shall be deemed to be a representation by each Borrower and each other Loan Party that the statements set forth in this Section 4.2 are correct as of the time of such request and if such extension of credit is a request for an Advance or a Letter of Credit, sufficient Availability exists for such Advance or Letter of Credit pursuant to Section 2.1(a) and Section 2.13. 4.3 Conditions Subsequent. The obligation of Lender to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of the conditions subsequent set forth on Exhibit C (the failure by any Borrower or any other Loan Party to so perform or cause to be performed such conditions subsequent as and when required by the terms thereof, shall constitute an Event of Default). 14 5. REPRESENTATIONS AND WARRANTIES. In order to induce Lender to enter into this Agreement, each Borrower and each other Loan Party makes the representations and warranties to Lender set forth on Exhibit D. Each of such representations and warranties shall be true, correct, and complete, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), as of the Closing Date, and shall be true, correct, and complete, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), as of the date of the making of each Advance or other extension of credit made thereafter, as though made on and as of the date of such Advance or other extension of credit (except to the extent that such representations and warranties relate solely to an earlier date in which case such representations and warranties shall continue to be true and correct as of such earlier date) and such representations and warranties shall survive the execution and delivery of this Agreement. View More
Conditions. 4.1 Conditions Precedent to the Initial Extension of Credit. The obligation of Lender to make the initial extension of credit provided for hereunder is subject to the fulfillment, to the satisfaction of Lender, of each of the conditions precedent set forth on Exhibit B. 4.2 Conditions Precedent to all Extensions of Credit. The obligation of Lender to make any Advances hereunder (or to extend any other credit hereunder) at any time shall be subject to the following conditions precedent: (a) the r...epresentations and warranties of each Borrower and each other Loan Party or its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall continue to be true and correct to the same extent as of such earlier date); and (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof. Any request for an extension of credit shall be deemed to be a representation by each Borrower and each other Loan Party that the statements set forth in this Section 4.2 are correct as of the time of such request and if such extension of credit is a request for an Advance or a Letter of Credit, sufficient Availability exists for such Advance or Letter of Credit pursuant to Section 2.1(a) and Section 2.13. 4.3 Conditions Subsequent. The obligation of Lender to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of the conditions subsequent set forth on Exhibit C (the failure by any Borrower or any other Loan Party to so perform or cause to be performed such conditions subsequent as and when required by the terms thereof, unless extended or otherwise waived in writing by Lender (in Lender's sole discretion), shall constitute an Event of Default). 16 5. REPRESENTATIONS AND WARRANTIES. In order to induce Lender to enter into this Agreement, each Borrower and each other Loan Party makes the representations and warranties to Lender set forth on Exhibit D. Each of such representations and warranties shall be true, correct, and complete, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), as of the Closing Date, and shall be true, correct, and complete, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), as of the date of the making of each Advance or other extension of credit made thereafter, as though made on and as of the date of such Advance or other extension of credit (except to the extent that such representations and warranties relate solely to an earlier date in which case such representations and warranties shall continue to be true and correct as of such earlier date) and such representations and warranties shall survive the execution and delivery of this Agreement. View More
Conditions. The closing of the sale of the Shares pursuant to this Agreement is conditioned upon (i) the Company obtaining the required approvals from its stockholders for the proposals related to the Nexeo Business Combination (which include the issuance of shares under this Agreement), (ii) if necessary prior to completing the Nexeo Business Combination, the Company obtaining the required approvals from its stockholders for the proposals related to extending the Company's corporate existence beyond June 1...1, 2016, (iii) if stock certificate(s) representing the Shares are requested by the undersigned at least two (2) business days prior to the expected date of the Closing, delivery of such stock certificate(s) to the address(es) designated by the undersigned in writing with such stock certificate(s) dated as of the expected date of the Closing, (iv) the satisfaction or waiver of all conditions precedent set forth in the Merger Agreement (other than those which may only be satisfied at the closing of the Business Combination), (v) receipt of the subscription amount for the Shares subscribed to by the undersigned by wire transfer of United Stated dollars in immediately available funds pursuant to the terms hereof, (vi) execution and delivery by the undersigned of the Investor Questionnaire and the Form W-9 described in Section 4 below, and (vii) the representations and warranties of the undersigned set forth in such Investor Questionnaire are true and correct as of the date hereof and as of the date of the Closing.View More
Conditions. The closing of the sale of the Shares pursuant to this Agreement is conditioned upon (i) the Company obtaining the required approvals from its stockholders for the proposals related to the Nexeo Business Combination (which include the issuance of shares under this Agreement), (ii) if necessary prior to completing the Nexeo Business Combination, the Company obtaining the required approvals from its stockholders for the proposals related to extending the Company's corporate existence beyond June 1...1, 2016, (iii) if stock certificate(s) representing the Shares are requested by the undersigned at least two (2) business days prior to the expected date of the Closing, delivery of such stock certificate(s) to the address(es) designated by the undersigned in writing at least two (2) business days prior to the expected date of the Closing with such stock certificate(s) dated as of the expected date of the Closing, (iv) the satisfaction or waiver of all conditions precedent set forth in the Merger Agreement (other than those which may only be satisfied at the closing of the Business Combination), Combination that may only occur following, or that the Company deems necessary or appropriate to follow, the wire of funds by the undersigned pursuant to the terms hereof in order to close on the expected date of the Closing), (v) the funds raised by the Company in the private placement of Shares, including from the Shares purchased by the undersigned under this Agreement, equals or exceeds $41.6 million, (vi) receipt of the subscription amount for the Shares subscribed to by the undersigned by wire transfer of United Stated dollars in immediately available funds pursuant to the terms hereof, (vi) (vii) execution and delivery by the undersigned of the Investor Questionnaire and the Form W-9 described in Section 4 below, and (vii) (viii) the representations and warranties of the undersigned set forth in such Investor Questionnaire are true and correct as of the date hereof and as of the date of the Closing. View More
Conditions. The effectiveness of this Amendment is subject to satisfaction of the following. 3.1. Loan Documents. Borrower shall execute and/or deliver the following: 3.1.1. This fully executed Amendment and all Ratifications attached hereto; 3.1.2. The fully executed Renewal Line Note; and 3.1.3. Any other instruments, documents or agreements reasonably requested by Lender in connection herewith. 3.2. No Default. No Event of Default shall have occurred and be continuing under the Loan Agreement or any othe...r Loan Documents or will result from the execution of or performance under this Amendment or the documents executed pursuant hereto. 3.3. Legal Matters. All legal matters required by Lender and Lender's legal counsel to be satisfied by the Borrower and any other Loan Party and the transactions contemplated hereby shall have been satisfied satisfactory to the Lender and its legal counsel. 3.4. Ratification of Borrower. Borrower hereby (i) ratifies, affirms and restates its obligations under, and acknowledges, renews and extends its continued liability under, the Loan Agreement (as amended hereby) and all other Loan Documents to which it is a party, (ii) agrees that the Loan Agreement (as amended hereby) and all other Loan Documents to which it is a party remain in full force and effect, and (iii) represents that each representation and warranty set forth in the Loan Agreement (as amended hereby) and other Loan Documents to which it is a party remains true, correct and accurate as of the Effective Date, and are hereby restated. Borrower further agrees and represents to Lender that the facts set forth in the Recitals are true and correct. 2 3.5. Ratification of Guarantor. Each Guarantor, by execution of the ratification following the signature page hereof, hereby (i) agrees to this Amendment, (ii) ratifies, affirms and restates its obligations under, and acknowledges, renews and extends its continued liability under, its Guaranty as to all Obligations of the Borrower, including without limitation the Renewal Line Note, (iii) confirms that, after giving effect to the amendments provided for herein, its Guaranty remains in full force and effect, (iv) represents that each representation and warranty set forth in its Guaranty remains true, correct and accurate as of the Effective Date, and are hereby restated, and (v) acknowledges and agrees that nothing in this Amendment shall affect or impair any rights, remedies or powers which Lender may have under any of the Loan Documents, including without limitation the Guaranty. 3.6. Ratification of Collateral Documents. Each of the Borrower and other Loan Parties to any instruments, documents, agreements, assignments, security agreements or similar security instruments (separately and collectively, the "Collateral Documents") executed under and pursuant to the Loan Agreement to secure payment of the Obligations of Borrower to Lender, by execution of the ratification following the signature page hereof, hereby (i) agrees to this Amendment, (ii) ratifies, affirms and restates each Collateral Document to which it is a party and agrees that the Collateral Documents are, and shall remain at all times during the term of the Loan, first and valid liens and security interests, (iii) confirms that, after giving effect to the amendments provided for herein, the Collateral Documents remain in full force and effect, (iv) represents that each representation and warranty set forth in the Collateral Documents remains true and correct as of the Effective Date, and are hereby restated as of the Effective Date, and (v) ratifies and confirms that all Exhibits and Schedules attached to the Loan Agreement and other Loan Documents remain true, correct and accurate as of the Effective Date, and are hereby restated.View More
Conditions. The effectiveness of this Amendment is subject to satisfaction of the following. 3.1. 8.1. Loan Documents. Borrower shall execute and/or deliver the following: 3.1.1. 8.1.1. This fully executed Amendment and all Ratifications attached hereto; 3.1.2. 8.1.2. The fully executed Renewal Line Note, Renewal $2,760,000.00 Term Note and Renewal $4,000,000.00 Term Note; 3 8.1.3. A fully executed Third Amendment to Mortgage in form satisfactory to the Lender in its sole discretion; and 3.1.3. 8.1.4. Any o...ther instruments, documents or agreements reasonably requested by Lender in connection herewith. 3.2. 8.2. Amendment/Forbearance Fee. The Borrower shall have paid to the Lender an Amendment/Forbearance Fee of $10,000, which shall be fully earned when paid and nonrefundable. 8.3. No Default. No Event of Default (other than the Specified Default) shall have occurred and be continuing under the Loan Agreement or any other Loan Documents or will result from the execution of or performance under this Amendment or the documents executed pursuant hereto. 3.3. 8.4. Legal Matters. All legal matters required by Lender and Lender's legal counsel to be satisfied by the Borrower and any other Loan Party and the transactions contemplated hereby shall have been satisfied satisfactory to the Lender and its legal counsel. 3.4. 8.5. Ratification of Borrower. Borrower hereby (i) ratifies, affirms and restates its obligations under, and acknowledges, renews and extends its continued liability under, the Loan Agreement (as amended hereby) and all other Loan Documents to which it is a party, (ii) agrees that the Loan Agreement (as amended hereby) and all other Loan Documents to which it is a party remain in full force and effect, and (iii) represents that each representation and warranty set forth in the Loan Agreement (as amended hereby) and other Loan Documents to which it is a party remains true, correct and accurate as of the Effective Date, and are hereby restated. Borrower further agrees and represents to Lender that the facts set forth in the Recitals are true and correct. 2 3.5. 8.6. Ratification of Guarantor. Each Guarantor, by execution of the ratification following the signature page hereof, hereby (i) agrees to this Amendment, (ii) ratifies, affirms and restates its obligations under, and acknowledges, renews and extends its continued liability under, its Guaranty as to all Obligations of the Borrower, including without limitation the Renewal Line Note, Renewal $2,760,000.00 Term Note and Renewal $4,000,000.00 Term Note, (iii) confirms that, after giving effect to the amendments provided for herein, its Guaranty remains in full force and effect, (iv) represents that each representation and warranty set forth in its Guaranty remains true, correct and accurate as of the Effective Date, and are hereby restated, and (v) acknowledges and agrees that nothing in this Amendment shall affect or impair any rights, remedies or powers which Lender may have under any of the Loan Documents, including without limitation the Guaranty. 3.6. 8.7. Ratification of Collateral Documents. Each of the Borrower and other Loan Parties to any instruments, documents, agreements, assignments, security agreements or 4 similar security instruments (separately and collectively, the "Collateral Documents") executed under and pursuant to the Loan Agreement to secure payment of the Obligations of Borrower to Lender, by execution of the ratification following the signature page hereof, hereby (i) agrees to this Amendment, (ii) ratifies, affirms and restates each Collateral Document to which it is a party and agrees that the Collateral Documents are, and shall remain at all times during the term of the Loan, first and valid liens and security interests, (iii) confirms that, after giving effect to the amendments provided for herein, the Collateral Documents remain in full force and effect, (iv) represents that each representation and warranty set forth in the Collateral Documents remains true and correct as of the Effective Date, and are hereby restated as of the Effective Date, and (v) ratifies and confirms that all Exhibits and Schedules attached to the Loan Agreement and other Loan Documents remain true, correct and accurate as of the Effective Date, and are hereby restated. View More
Conditions. The effectiveness of this Amendment is conditioned upon the Bank's receipt of the following items, in form and content acceptable to the Bank: 4.1 A fully executed counterpart of this Amendment from the Borrower and each guarantor and/or collateral pledgor (collectively, a "Credit Support Provider") in form satisfactory to the Bank. 4.2 KYC Information. a.Upon the request of the Bank, the Borrower shall have provided to the Bank, and the Bank shall be reasonably satisfied with, the documentation... and other information so requested in connection with applicable "know your customer" and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act. b.If the Borrower qualifies as a "legal entity customer" under the Beneficial Ownership Regulation, it shall have provided a Beneficial Ownership Certification to the Bank if so requested. 4.3 Evidence that the execution, delivery and performance by the Borrower and each Credit Support Provider of this Amendment and any instrument or agreement required under this Amendment have been duly authorized. 4.4 Payment by the Borrower of (i) a renewal fee in the amount of Fifty Thousand Dollars ($50,000) and (ii) all reasonable expenses of the Bank relating to the negotiation, drafting of documents, and documentation of this Amendment and all related documents. 4.5 Payment by the Borrower of all reasonable and documented costs, expenses and attorneys' fees (including allocated costs for in-house legal services) incurred by the Bank in connection with this Amendment.View More
Conditions. The effectiveness of this Amendment is conditioned upon the Bank's receipt of the following items, in form and content acceptable to the Bank: 4.1 3.1 A fully executed counterpart of this Amendment from the Borrower and each guarantor and/or collateral pledgor (collectively, a "Credit Support Provider") in form satisfactory to the Bank. 4.2 3.2 KYC Information. a.Upon (a) Upon the request of the Bank, the Borrower shall have provided to the Bank, and the Bank shall be reasonably satisfied with, ...the documentation and other information so requested in connection with applicable "know your customer" and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act. b.If -3- (b) If the Borrower qualifies as a "legal entity customer" under the Beneficial Ownership Regulation, it shall have provided a Beneficial Ownership Certification to the Bank if so requested. 4.3 3.3 Evidence that the execution, delivery and performance by the Borrower and each Credit Support Provider of this Amendment and any instrument or agreement required under this Amendment have been duly authorized. 4.4 Payment by the Borrower of (i) a renewal fee in the amount of Fifty Thousand Dollars ($50,000) and (ii) all reasonable expenses of the Bank relating to the negotiation, drafting of documents, and documentation of this Amendment and all related documents. 4.5 3.4 Payment by the Borrower of all reasonable and documented costs, expenses and attorneys' fees (including allocated costs for in-house legal services) incurred by the Bank in connection with this Amendment. View More
Conditions. The effectiveness of this Amendment is conditioned upon the Bank's receipt of the following items, in form and content acceptable to the Bank: 4.1 Executed Amendment. A fully executed counterpart of this Amendment from the Borrower and each guarantor and/or collateral pledgor (collectively, a "Credit Support Provider") in form satisfactory to the Bank. 4 ACTIVE 64243840v5 4.2 KYC Information. a.Upon (a)Upon the request of the Bank, the Borrower shall have provided to the Bank, and the Bank shall... be reasonably satisfied with, the documentation and other information so requested in connection with applicable "know your customer" and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act. b.If (b)If the Borrower qualifies as a "legal entity customer" under the Beneficial Ownership Regulation, it shall have provided a Beneficial Ownership Certification to the Bank if so requested. 4.3 Authorizations. Evidence that the execution, delivery and performance by the Borrower and each Credit Support Provider of this Amendment and any instrument or agreement required under this Amendment have been duly authorized. 4.4 Governing Documents. If required by the Bank, a copy of (a) the Borrower's organizational documents and (b) each other Credit Support Provider's organizational documents. 4.5 Renewal Fee. Payment by the Borrower of (i) a renewal fee in the amount of Fifty Thousand Dollars ($50,000) $50,000 and (ii) all reasonable expenses of the Bank relating to the negotiation, drafting of documents, and documentation of this Amendment and all related documents. 4.5 4.6 Payment of Fees. Payment by the Borrower of all reasonable and documented costs, expenses and attorneys' fees (including allocated costs for in-house legal services) incurred by the Bank in connection with this Amendment. 4.7 Good Standing. Certificates of good standing for the Borrower and each other Credit Support Provider from its state of formation. 4.8 Legal Opinion. A written opinion from the Borrower's legal counsel, covering such matters as the Bank may reasonably require. The legal counsel and the terms of the opinion must be reasonably acceptable to the Bank. 4.9 Title Policy Endorsement. A date down endorsement on form FA UT 16 with such matters that are reasonably acceptable to the Bank (or otherwise in form and content reasonably acceptable to the Bank) to the Bank's existing lender's title insurance policy. 4.10 Flood Zone. Evidence acceptable to the Bank that none of the Improvements are located in an area identified by the Federal Emergency Management Agency as an area having special flood hazards, or, if any portion of the Improvements is located within such area, the Borrower or other applicable Obligor has obtained the insurance prescribed herein. View More
Conditions. If credited, the units will be subject to the provisions of this Agreement, and to such regulations and requirements as the administrative authority of the Program may establish from time to time. The units will be credited to Grantee only on the condition that Grantee accepts such provisions, regulations, and requirements.
Conditions. If credited, issued, the units shares of restricted stock will be subject to the provisions of this Agreement, and to such regulations and requirements as the administrative authority of the Program may establish from time to time. The units shares will be credited to Grantee issued only on the condition that Grantee accepts such provisions, regulations, and requirements.
Conditions. The effectiveness of this Amendment is subject to the following conditions: (a) the execution and delivery of this Amendment by the Borrower, Agent, and each of the Lenders; (b) after giving effect to this Amendment, the representations and warranties set forth herein shall be true and correct and no Default or Event of Default shall exist and be continuing; (c) Borrower shall have delivered to the Agent evidence satisfactory to it in its sole discretion that the Specified Equity Issuance will b...e consummated contemporaneously with this Amendment; (d) Borrower shall have delivered to the Agent true, correct and complete executed copies of all material documentation related to the Specified Equity Issuance, which is attached hereto as Exhibit B; (e) (x) Borrower shall have entered into a consent agreement with the Revolving Agent in form and substance reasonably satisfactory to the Agent in its discretion, a true correct and complete copy of which shall be provided to the Agent promptly upon execution thereof; and (f) Borrower shall have paid all fees, costs and expenses of the Agent and Lenders in connection with this Amendment, including, without limitation, reasonable fees, costs and expenses of the Agent's and Lenders' counsel.View More
Conditions. The effectiveness of this Amendment is subject to the following conditions: (a) the execution and delivery of this Amendment by the Borrower, Agent, and each of the Lenders; (b) after giving effect to this Amendment, the representations and warranties set forth herein shall be true and correct and no Default or Event of Default shall exist and be continuing; (c) Borrower shall have delivered to the Agent evidence satisfactory to it in its sole discretion that the Specified Equity Issuance will b...e consummated contemporaneously with this Amendment; (d) Borrower shall have delivered to the Agent true, correct and complete executed copies of all material documentation related to the Specified Equity Issuance, which is attached hereto as Exhibit B; (e) (x) Borrower shall have entered into a consent agreement an amendment and waiver with the Revolving Agent in form and substance reasonably satisfactory to the Agent in its discretion, Agent, a true correct and complete copy of which shall be provided to the Agent promptly upon execution thereof; execution; and (f) Borrower shall have paid all fees, costs and expenses of the Agent and Lenders in connection with this Amendment, including, without limitation, reasonable fees, costs and expenses of the Agent's and Lenders' counsel. 3 6. Post-Closing Obligations. The Borrower hereby covenants and agrees to undertake the following actions: (a) No later than December 31, 2016 (or such other date as may be agreed by the Agent in its sole discretion), (i) use commercially reasonable efforts to deliver to the Agent an appraisal prepared by an appraiser approved by the Agent of all intellectual property owned by the Loan Parties, such appraisal to be in form and substance satisfactory to the Agent in its sole discretion, and (ii) deliver to the Agent a financial forecast covering the fiscal years 2016 and 2017 ("2016-2017 Forecast") in a form reasonably satisfactory to the Agent in its sole discretion. (b) Reimburse the Agent immediately upon demand for all documented out-of-pocket costs, fees and expenses in a total amount not to exceed $40,000 incurred in connection with the review of the 2016-2017 Forecast by Carl Marks & Co. Inc. or any other financial advisor retained by the Agent in its sole discretion. Notwithstanding any provision of this Amendment or any other Loan Document, the Borrower's failure to perform or observe any covenant or other agreement contained in this Section 6 shall constitute an immediate Event of Default under the Loan Agreement. View More
Conditions. The effectiveness of this Amendment is conditioned upon the Bank's receipt of the following items, in form and content acceptable to the Bank: 4.1 A fully executed counterpart of this Amendment from the Borrower and each guarantor and/or collateral pledgor (collectively, a "Credit Support Provider") in form satisfactory to the Bank. 4.2 If the Borrower or any Credit Support Provider is anything other than a natural person, evidence that the execution, delivery and performance by the Borrower and.../or such Credit Support Provider of this Amendment and any instrument or agreement required under this Amendment have been duly authorized. 4.3 Resolutions to Obtain Credit executed by Resources Connection, Inc. 4.4 Certificate of Limited Liability Company executed by Resources Connection LLC.View More
Conditions. The effectiveness of this Amendment is conditioned upon the Bank's receipt of the following items, in form and content acceptable to the Bank: 4 4.1 A fully executed counterpart of this Amendment from the Borrower and each guarantor and/or collateral pledgor (collectively, a "Credit Support Provider") in form satisfactory to the Bank. 4.2 Bank.4.2 If the Borrower or any Credit Support Provider is anything other than a natural person, evidence that the execution, delivery delivery, and performanc...e by the Borrower and/or such Credit Support Provider of this Amendment and any instrument or agreement required under this Amendment have been duly authorized. 4.3 Resolutions to Obtain Credit executed by Resources Connection, Inc. 4.4 Certificate of Limited Liability Company executed by Resources Connection LLC.View More
Conditions. (a) Unless waived by Purchaser, the obligations of Purchaser under this Agreement are expressly made subject to the fulfillment in all respects of the following conditions precedent: (i) the truth and accuracy in all material respects as of the date of Closing of each and every warranty and representation herein made by Seller; and (ii) Seller's timely performance of and compliance in all material respects with each and every term, condition, agreement, restriction and obligation to be performed... and complied with by Seller under this Agreement. In the event any of the above conditions is not satisfied on or before the Closing, Purchaser will have the right, exercisable at Purchaser's sole election, to exercise the remedies described in Section 12(b). (b) Unless waived by Seller, the obligations of Seller under this Agreement are expressly made subject to the fulfillment in all respects of the following conditions precedent: (i) the truth and accuracy in all material respects as of the date of Closing of each and every warranty and representation herein made by Purchaser; and (ii) Purchaser's timely performance of and compliance in all material respects with each and every term, condition, agreement, restriction and obligation to be performed and complied with by Purchaser under this Agreement. In the event any of the above conditions is not satisfied on or before the Closing, Seller will have the right, exercisable at Seller's sole election, to exercise the remedies described in Section 12(a).View More
Conditions. (a) Unless a.Unless waived by Purchaser, the obligations of Purchaser under this Agreement are expressly made subject to the fulfillment in all respects of the following conditions precedent: (i) the i.the truth and accuracy in all material respects as of the date of Closing of each and every warranty and representation herein made by Seller; and (ii) Seller's ii.Seller's timely performance of and compliance in all material respects with each and every term, condition, agreement, restriction and... obligation to be performed and complied with by Seller prior to Closing under this Agreement. In the event any either of the above conditions is not satisfied on or before the Closing, Purchaser will have the right, exercisable at Purchaser's sole election, to exercise the remedies described in Section 12(b). (b) 12(b), provided however, that Purchaser shall not be entitled to exercise the remedies described in Section 12(b) if the failure of any such condition to be satisfied is on account of any fault of Purchaser or breach of this Agreement by Purchaser. b. Unless waived by Seller, the obligations of Seller under this Agreement are expressly made subject to the fulfillment in all respects of the following conditions precedent: (i) the i.the truth and accuracy in all material respects as of the date of Closing of each and every warranty and representation herein made by Purchaser; and (ii) Purchaser's ii.Purchaser's timely performance of and compliance in all material respects with each and every term, condition, agreement, restriction and obligation to be performed and complied with by Purchaser prior to Closing under this Agreement. In the event any either of the above conditions is not satisfied on or before the Closing, Seller will have the right, exercisable at Seller's sole election, to exercise the remedies described in Section 12(a). 12(a) provided however, that Seller shall not be entitled to exercise the remedies described in Section 12(a) if the failure of any such condition to be satisfied is on account of any fault of Seller or breach of this Agreement by Seller. Exhibit 10.4 37. Reserved. View More
