Condition Precedent Clause Example with 14 Variations from Business Contracts
This page contains Condition Precedent clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
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
Variations of a "Condition Precedent" Clause from Business Contracts
Condition Precedent. This Agreement The amendments contained herein shall only be effective upon the occurrence satisfaction or waiver by the Administrative Agent and Consenting Lenders of each of the following conditions precedent: precedent (the date of such satisfaction or waiver, the "First Amendment Effective Date"): (a) receipt by the Administrative Agent shall have received each of counterparts the following documents or instruments in form and substance reasonably acceptable to the Administrative Agent: (i) ...the execution and delivery of this Agreement duly executed Amendment by the Borrower, Borrower and each other Loan Party, the Guarantors, Administrative Agent, the Collateral Agent and all of the Lenders sufficient to constitute Required Lenders Lenders; (ii) a certificate from the chief financial officer of the Borrower certifying that the Borrower and its subsidiaries, on a consolidated basis after giving effect to this Amendment and the Administrative Agent transactions contemplated hereby (the "First Amendment Transactions"), are Solvent; (iii) a certificate from an Authorized Officer of the Borrower certifying that, after giving effect to the First Amendment Transactions, (A) the representations and warranties of the Borrower and each other Loan Party contained in Article V of the Amended 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, shall be true and correct in all material respects, in each case, on and as of the First Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct, or true and correct in all material respects, as the case may be, as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) the issuance of Section 5.05 of the 2020 Convertible Notes (the "Second Amendment Effective Date"). 10 5. Miscellaneous. (a) This Amended Credit Agreement shall be deemed to be, refer to the most recent consolidated statements furnished pursuant to clauses (a) and is, (b), respectively, of Section 6.01 of the Amended Credit Agreement, and (B) no Default or Event of Default has occurred and is continuing; (iv) a Loan Document. Notice relating to the Borrowing of Revolving Loans necessary such that clause (b) Effective as below shall have been satisfied, in form and substance of the Second Amendment Effective Date, all references Exhibit E to the Credit Agreement in each and delivered within the time frame required by the Credit Agreement; (v) a statement of funds flow executed by a responsible officer of the Borrower; (vi) executed First Amendment Fee Letters dated before or as of the date hereof; (b) The Administrative Agent's receipt of evidence of repayment of the Term Loan Documents in an amount such that as of the First Amendment Effectiveness Date, the Outstanding Amount of all Term Loans shall hereafter mean be equal to $25,000,000. Any such repayment shall be applied pro rata in accordance with Section 2.12 of the Credit Agreement as amended by this Amendment. Agreement; 2 (c) Each Loan Party hereby (i) acknowledges and consents payment of all fees required 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 be paid to the Administrative Agent and the Lenders that as of on or before the Second First Amendment Effective Date after giving effect to and all expenses in connection with this Amendment (i) such Loan Party has taken all necessary action required 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 be reimbursed 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 Section 10.04 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 Agreement; (d) no order, injunction or warranty is expressly qualified by materiality or reference to Material Adverse Effect) on and as judgment has been entered into prohibiting the closing of the Second Amendment; and (e) the Administrative Agent and each Lender shall have received all documentation and other information required by regulatory authorities under applicable "know your customer" and anti-money laundering laws, rules and regulations, including a Beneficial Ownership Certificate if required, or otherwise under the Patriot Act and requested at least five (5) Business Days prior to the First 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. Date. View More
Condition Precedent. This The effectiveness of this Agreement shall be effective upon the occurrence of each of the following conditions precedent: (a) receipt by is subject to the Administrative Agent of having received executed 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 Effective Date, all references to the Credit Agreement in from 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 Borrower, the Administrative Agent and the Lenders that Majority Lenders.4. Certain Representations. Borrower represents and warrants that, as of the Second Amendment Effective Date after giving effect Date: (a) Borrower has full power and authority to execute this Amendment (i) such Loan Party has taken all necessary action to authorize Agreement, and this Agreement constitutes 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, obligation of Borrower enforceable in accordance with its terms, except as such enforceability may be subject to (A) limited by general principles of equity and applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or moratorium, and other similar laws affecting the enforcement of creditors' rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law (b) no authorization, approval, consent, or in equity), (iii) no consent, approval, authorization other action by, notice to, or order of, or filing, registration or qualification filing with, any court or Governmental Authority or third party other Person is required in connection with for the execution, delivery or delivery, and performance by such Loan Party the Borrower of this Amendment Agreement. In addition, Borrower represents that after giving effect to this Agreement and (iv) the transactions contemplated hereby all representations and warranties of such Loan Party the Borrower and the Guarantors set forth in Article 5 of the Credit Agreement Agreement, as modified hereby, and in each the other Loan Document are Documents shall be 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) (without duplication of materiality) 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 any such representations and warranties specifically relate are expressly limited to an earlier date, in which case case, on and as of the date hereof such representations and warranties shall have been continue to be 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 (without duplication of materiality) as of such specified earlier date. (e) This Amendment may be executed date.5. No Further Amendments. Except as previously amended in writing or as modified hereby, the Credit Agreement shall remain unchanged and all provisions shall remain fully effective between the parties.6. Acknowledgments and Agreements. Borrower acknowledges that on the date hereof all outstanding Obligations are payable in accordance with their terms. Borrower, Administrative Agent, Issuing Bank, and each Lender do hereby adopt, ratify and confirm the Credit Agreement, as modified hereby, and acknowledge and agree that the Credit Agreement is and remains in full force and effect. Any breach of any number of counterparts, each of which when so executed representations, warranties and delivered covenants under this Agreement shall be an original, but all Event of which Default under the Credit Agreement (subject to applicable notice and cure periods as set forth in the Credit Agreement).7. Limitation on Agreements. The agreements set forth herein are limited precisely as written and shall constitute one not be deemed (a) to be a consent under or a waiver of or an amendment to any other term or condition in the Credit Agreement or any of the Loan Documents, other than as specifically set forth herein, or (b) to prejudice any right or rights that Administrative Agent now has or may have in the future under or in connection with the Credit Agreement and the same instrument. Delivery other Loan Documents, each as modified hereby, or any of an executed counterpart of this Amendment by telecopy the other documents referred to herein or other secure electronic format (.pdf) shall be effective as an original and therein. This Agreement 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. Loan Document for all purposes. View More
Condition Precedent. This Agreement Amendment shall be effective upon the occurrence of each as of the following conditions precedent: (a) date hereof upon receipt by the Administrative Agent of counterparts of this Agreement duly Amendment executed by the Borrower, the Guarantors, Guarantors and the Required Lenders and the Administrative Agent Agent.4. Amendment is a "Loan Document". This Amendment is a Loan Document and (b) all references to a "Loan Document" in the issuance of Credit Agreement and the 2020 Conve...rtible Notes (the "Second Amendment Effective Date"). 10 5. Miscellaneous. (a) This other Loan Documents (including, without limitation, all such references in the representations and warranties in the Credit Agreement and the other Loan Documents) shall be deemed to be, include this Amendment.5. Reaffirmation of Representations and is, a Warranties; No Default. Each Loan Document. (b) Effective Party represents and warrants to the Administrative Agent and each Lender that after giving effect to this Amendment (a) the representations and warranties of each Loan Party contained in Article VI of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection with the Credit Agreement or any other Loan Document, are true and correct in all material respects (or, if such representation or warranty is qualified by materiality, it shall be true and correct in all respects) on and as of the Second Amendment Effective Date, all references date hereof, except to the Credit Agreement extent that such representations and warranties specifically refer to an earlier date, in each which case they are true and correct in all material respects as of the Loan Documents such earlier date (or, if such representation or warranty is qualified by materiality, it shall hereafter mean the Credit Agreement as amended by this Amendment. (c) be true and correct in all respects), and (b) no Default exists.6. Reaffirmation of Obligations. Each Loan Party hereby (i) (a) acknowledges and consents to all of the terms and conditions of this Amendment, (ii) ratifies and (b) affirms all of its obligations under the Loan Documents, (iii) Documents and (c) 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 such Loan Party's obligations under the Credit Agreement or the other Loan Documents and (iv) Documents.7. Reaffirmation of Security Interests. Each Loan Party (a) affirms that each of the Liens created and granted in or pursuant to the Loan Documents in favor of the Administrative Agent for the benefit of the holders of the Obligations are valid and subsisting and (b) agrees that this Amendment does not shall in no manner impair or otherwise adversely affect any of the Liens granted in or impair such Liens and security interests in any manner. (d) Each Loan Party hereby represents and warrants pursuant to the Administrative Agent and the Lenders that Loan Documents.8. No Other Changes. Except as modified hereby, all 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 terms 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 provisions of the Credit Agreement Loan Documents shall remain in full force 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) effect.9. Counterparts; Delivery. This Amendment may be executed in any number of counterparts, counterparts (and by different parties hereto in different counterparts), each of which when so executed and delivered shall be constitute an original, but all of which when taken together shall constitute one and the same instrument. a single contract. Delivery of an executed counterpart of this Amendment by telecopy facsimile or other secure electronic format (.pdf) imaging means shall be effective as an original and shall constitute a representation that an executed original shall be delivered. (g) original.10. Governing Law. This Amendment shall be governed by, deemed to be a contract made under, and for all purposes shall be construed in accordance with, the law laws of the State of New York. View More
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 Borrower and the Administrative Agent and (b) the issuance of the 2020 Convertible Notes (the "Second "First Amendment Effective Date"). 10 5. Date").5. Miscellaneous. (a) This Agreement shall be deemed to be, and is, a Loan Document. (b) Effective as of th...e Second First Amendment Effective Date, all references to the Credit Agreement in each of the Loan Documents shall hereafter mean the Credit Agreement as amended by this Amendment. 2 (c) Each Loan Party The Borrower 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 The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that as of the Second First Amendment Effective Date after giving effect to this Amendment (i) such Loan Party the Borrower 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 the Borrower and constitutes such Loan Party's the Borrower'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 the Borrower of this Amendment and (iv) the representations and warranties of such Loan Party the Borrower 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 First Amendment Effective Date to the same extent as though made on and as of the Second First 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
