Condition Precedent Contract Clauses (1,754)

Condition Precedent. This Agreement shall be effective upon the occurrence of each of the following conditions precedent: (a) receipt by the Administrative Agent of counterparts of this Agreement duly executed by the Borrower, the Guarantors, the Required Lenders and the Administrative Agent and (b) the issuance of the 2020 Convertible Notes (the "Second Amendment Effective Date"). 10 5. Miscellaneous. (a) This Agreement shall be deemed to be, and is, a Loan Document. (b) Effective as of the Second Amendment Effecti...ve Date, all references to the Credit Agreement in each of the Loan Documents shall hereafter mean the Credit Agreement as amended by this Amendment. (c) Each Loan Party hereby (i) acknowledges and consents to all of the terms and conditions of this Amendment, (ii) ratifies and affirms its obligations under the Loan Documents, (iii) agrees that (A) its obligations under each of the Loan Documents to which it is party shall remain in full force and effect according to their terms except as expressly amended hereby and (B) this Amendment and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Credit Agreement or the other Loan Documents and (iv) affirms the Liens created and granted in the Loan Documents in favor of the Administrative Agent for the benefit of the holders of the Obligations and agrees that this Amendment does not adversely affect or impair such Liens and security interests in any manner. (d) Each Loan Party hereby represents and warrants to the Administrative Agent and the Lenders that as of the Second Amendment Effective Date after giving effect to this Amendment (i) such Loan Party has taken all necessary action to authorize the execution, delivery and performance of this Amendment, (ii) this Amendment has been duly executed and delivered by such Loan Party and constitutes such Loan Party's legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (A) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors' rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity), (iii) no consent, approval, authorization or order of, or filing, registration or qualification with, any court or Governmental Authority or third party is required in connection with the execution, delivery or performance by such Loan Party of this Amendment and (iv) the representations and warranties of such Loan Party set forth in Article 5 of the Credit Agreement and in each other Loan Document are true and correct in all material respects (and in all respects if any such representation or warranty is expressly qualified by materiality or reference to Material Adverse Effect) on and as of the Second Amendment Effective Date to the same extent as though made on and as of the Second Amendment Effective Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (and in all respects if any such representation or warranty is expressly qualified by materiality or reference to Material Adverse Effect) on and as of such earlier date. (e) This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by telecopy or other secure electronic format (.pdf) shall be effective as an original and shall constitute a representation that an executed original shall be delivered. (g) This Amendment shall be governed by, and construed in accordance with, the law of the State of New York. View More

Condition Precedent. Notwithstanding any contrary provision, this Amendment shall be effective on the first Business Day upon which all of the following conditions precedent have been satisfied (the "Effective Date"): (a) Lender shall have received counterparts of this Amendment executed by Borrower, Lender, and each other party set forth on the signature pages hereto, and the original executed Amended and Restated Note; (b) Lender shall have received satisfactory evidence that Borrower has paid the fees and expense...s of counsel described in Section 5; (c) No Default or Event of Default shall have occurred and be continuing or shall result after giving effect to this Amendment; (d) Lender shall have received (i) an officer's certificate of an authorized officer of Borrower certifying and attaching true and correct copies of its most recent Constituent documents and (ii) a certified copy, signed by Borrower's secretary, of a resolution of the board of directors of Borrower authorizing this Amendment and the Amended and Restated Promissory Note; (e) Lender shall have returned to Borrower, or to Borrower's attorney to be held in escrow, the original of the Original Note; and (f) Lender shall have received such other instruments and documents incidental and appropriate to the transactions provided for herein as Lender or its counsel may reasonably request, and all such documents shall be in form and substance satisfactory to Lender (it being agreed that execution of this Amendment by Lender shall evidence that the foregoing conditions have been fulfilled). View More

Condition Precedent. This Amendment shall become effective as of the date hereof upon the satisfaction (or waiver by the Administrative Agent) of the following conditions precedent: (a) receipt by the Administrative Agent of counterparts of this Amendment duly executed by the Borrower, the Guarantors (excluding the Mexican Loan Parties), each Lender and the Administrative Agent; (b) receipt by the Administrative Agent of opinions of legal counsel to the Borrower in form and substance reasonably acceptable to the Adm...inistrative Agent, addressed to the Administrative Agent and each Lender, dated as of the date hereof; and (c) receipt by the Administrative Agent of a certificate of each Loan Party (excluding the Mexican Loan Parties) dated as of the date hereof signed by a Responsible Officer of such Loan Party (A) certifying and attaching resolutions adopted by the board of directors or equivalent governing body of such Loan Party approving this Amendment and (B) in the case of the Borrower, certifying that, after giving effect to this Amendment, (1) the representations and warranties of each Loan Party contained in Article V of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, in each case, other than with respect to the Audit Events (as defined in that certain Eighth Amendment to Credit Agreement dated as of March 30, 2018 by and among the parties hereto), and (2) no Default exists after giving effect to this Amendment. 5 8. Payment of Fees and Expenses. Without limiting the Loan Parties' obligations under Section 10.04 of the Credit Agreement, the Borrower shall, promptly, and in any event within 5 Business Days of demand therefor, reimburse (i) the Administrative Agent for all fees and expenses of the Administrative Agent (including without limitation, all fees and expenses of US, Mexican and Canadian counsel to the Administrative Agent and financial advisors to the Administrative Agent and all appraisal, inspection and other costs incurred by the Administrative Agent) and (ii) each Lender for all reasonable out-of-pocket travel expenses of, and fees and expenses of counsel to, such Lender, in each case, incurred in connection with the Loan Documents, including without limitation this Amendment. View More

Condition Precedent. (a) Initial Advance. The obligation of Lender to make the Loan under the Credit Facility, is subject to the condition precedent that Lender shall have received on or before the day the Loan is to be made all of the following, each dated (unless otherwise indicated) as of the Effective Date, in form and substance satisfactory to Lender: (i) Resolutions. Resolutions of the governing body of Debtor certified by an authorized officer or representative of Debtor which authorize the execution, deliver...y, and performance of the Loan Documents dated as of the Effective Date (but to be delivered within THIRTY (30) days of the Effective Date). Incumbency Certificate. A certificate of incumbency certified by an authorized officer or representative of Debtor certifying the names of the individuals or other Persons authorized to sign the Loan Documents (including the certificates contemplated herein) together with (ii) specimen signatures of such Persons dated as of the Effective Date (but to be delivered within THIRTY (30) days of the Effective Date). (iii) Constituent Documents. The Constituent Documents of Debtor certified to Lender as being true and correct as of the Original Effective Date and a subsequent certification of no amendment thereto to be delivered within THIRTY (30) days of the Effective Date. (iv) Governmental Certificates. Certificates of the appropriate government officials of the state of organization of Debtor as to the existence, qualification and good standing of Debtor, dated within THIRTY (30) days after the Effective Date. (v) Loan Documents. The Loan Documents executed by Debtor. (vi) Financing Statements. Code financing statements: (1) covering the Collateral naming Debtor as debtor and Lender as secured party; and/or (2) naming Seller as seller and Debtor as buyer shall have been filed with such filing officers as Lender may request. (vii) Uniform Commercial Code Search. The results of a Code search showing all financing statements and other documents or instruments on file against Debtor and/or Seller in such locations as Lender may reasonably request, such search to be as of a date no more than THIRTY (30) days after to the Effective Date. (viii) Fees and Expenses. Evidence that the costs and expenses of Lender (including reasonable out-of-pocket attorneys' fees) and all fees owing to Lender, shall have been paid in full by Debtor. (ix) Certain Agreements. As of the Original Effective Date, copies of each Sale Agreement with each Seller in form and content satisfactory to Lender, and all material contracts and agreements of Debtor as in effect on the Original Effective Date relating to the Consumer Loans, certified as true and correct copies thereof by an authorized Person on behalf of Debtor as of the Original Effective Date, together with a certificate of such authorized Person stating that such agreements remain in full force and effect and that Debtor has not breached or defaulted in any of its obligations under such agreements within THIRTY (30) days of the Effective Date. (x) Other Matters. Such other documents and agreements as may be required by Lender in its reasonable discretion; matters which are deliverable after the Effective Date are set forth on Schedule I attached hereto. (xi) Due Diligence. Lender shall have completed its business, legal and collateral due diligence with respect to Debtor and each Seller and the results thereof shall be acceptable to Lender, in its sole and absolute discretion. (b) All Advances. The obligation of Lender to make any advance with respect to the Loan under the Credit Facility shall be subject to the following additional conditions precedent: (i) Request for Loan. Lender shall have received in accordance with this Agreement, a request for a Loan in form and content satisfactory to Lender in its reasonable discretion dated as of the date of request and executed by an authorized officer of Debtor. (ii) No Default, Etc. No Default or event which could reasonably be expected to have a Material Adverse Effect shall have occurred and be continuing, or would result from or after giving effect to such Loan. (iii) Representations and Warranties. All of the representations and warranties contained in the Loan Documents shall be true and correct in material respects on and as of the date of such Loan with the same force and effect as if such representations and warranties had been made on and as of such date. View More

Condition Precedent. This Amendment shall be effective as of the date hereof upon satisfaction of the following conditions: (a) the execution of this Amendment by the Borrower, the Required Lenders and the Agent, and (b) receipt by the Agent of an amendment fee of $15,000.

Condition Precedent. The obligations, agreements and waivers of Lenders as set forth in this Amendment are subject to the satisfaction (in the opinion of Administrative Agent), unless waived in writing by Administrative Agent, of each of the following conditions (and upon such satisfaction, this Amendment shall be deemed to be effective as of the Effective Date): A. Fifth Amendment to Credit Agreement. This Amendment shall be in full force and effect. B. Amendment Fee. Borrower shall have paid Administrative Agent f...or the ratable benefit of the Lenders an amendment fee of $50,000. C. Fees and Expenses. Administrative Agent shall have received payment of all out-of-pocket fees and expenses (including reasonable attorneys' fees and expenses) incurred by Administrative Agent in connection with the preparation, negotiation and execution of the Modification Papers. View More

Condition Precedent. The obligations of Lender under this Amendment shall be subject to the condition precedent that Debtor shall have executed and delivered to Lender this Amendment and such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request.

Condition Precedent. The effectiveness of this Amendment is subject to the satisfaction (or waiver) of the following conditions precedent (in each case, in form and substance reasonably acceptable to HSBC): (a) The representations and warranties set forth in Consignment Agreement shall be true and correct on and as of the date hereof (b) The Companies shall have delivered to HSBC, or caused to be delivered to HSBC, a copy of the Master Bullion Consignment Agreement by and between the Companies and Bank of Montreal. ...(c) The Companies shall have executed and delivered to HSBC, or caused to be executed and delivered to HSBC, upon the execution of this Amendment, all agreements required by HSBC for the purpose of securing payment and performance of the Companies' obligations hereunder, together with any other documents required by the terms hereof or thereof, including, without limitation, intercreditor agreements with PNC Bank, National Association and Bank of Montreal, all of which shall at all times remain in full force and effect. (d) All legal matters incident to the transactions hereby contemplated shall be satisfactory to counsel for HSBC. (e) No Event of Default, nor any event which upon notice or lapse of time or both would constitute such an Event of Default, shall have occurred and be continuing. 5. Reaffirmation. Except as amended hereby, the Consignment Agreement shall remain in full force and effect and is in all respects hereby ratified and affirmed. The Companies and HSBC hereby acknowledge and agree that the Consignment Agreement, as amended hereby, is secured by the Security Documents, which are in all respects hereby ratified and affirmed. View More

Condition Precedent. This Warrant has been issued to Telebrands pursuant to the provisions of a certain Distribution Agreement dated as of October 15, 2012 by and between the Company and Telebrands (the "Distribution Agreement"). This Warrant may not be exercised by Telebrands unless and until Telebrands shall have first sold Ten Million (10,000,000) Devices (as such term is defined in the Distribution Agreement (the "Condition Precedent").

Condition Precedent. Execution of the Definitive Agreement shall be conditional upon: a. Due Diligence. Completion of a satisfactory due diligence review by each of Enertopia and GWT which due diligence reviews shall be completed or this condition waived on or before execution of the Definitive Agreement; b. Board Approval. Approval by the board of directors of Enertopia prior to execution of the Definitive Agreement; and c. Approval by the board of directors of GWT prior to the execution of the Definitive Agreement.... View More