Grouped Into 90 Collections of Similar Clauses From Business Contracts
This page contains Condition Precedent clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
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. 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 evidence that PNC Bank, National Association ("PNC") has or will (i) consent to the Master B...ullion Consignment Permitted Commodity Hedges and related margin account on the same terms as set forth herein, (ii) consent to the Quality Gold Restructuring, and (iii) amend the Credit Agreement by and between the Companies and Bank of Montreal. accordingly. (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 which 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. 6. 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. 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 Four Million (10,000,000) (4,000,000) 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
Condition Precedent. Execution of the Definitive Purchase Agreement shall be conditional upon: a. Due Diligence. Completion of a satisfactory due diligence review by each of Enertopia and GWT XXX which due diligence reviews review shall be completed or this condition waived on or before execution of the Definitive Purchase Agreement; and 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 exec...ution of the Definitive Purchase Agreement. View More
Condition Precedent. This Agreement shall become effective upon receipt by the Administrative Agent of counterparts of this Agreement, properly executed by the Company and the Administrative Agent.5. Payment of Expenses. The Company agrees to reimburse the Administrative Agent for all reasonable and documented out-of-pocket fees, charges and disbursements of the Administrative Agent in connection with the preparation, execution and delivery of this Agreement, including all reasonable and documented fees, charges and... disbursements of counsel to the Administrative Agent (paid directly to such counsel if requested by the Administrative Agent).View More
Condition Precedent. This Agreement shall become effective upon receipt by the Administrative Agent of counterparts of this Agreement, properly executed by the Company and the Administrative Agent.5. Payment of Expenses. The Company agrees to reimburse the Administrative Agent for all reasonable reasonable, documented and documented out-of-pocket fees, charges invoiced costs and disbursements expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Agreement, including ...all reasonable reasonable, documented and documented fees, charges invoiced fees and disbursements expenses of counsel to the Administrative Agent (paid directly to such counsel if requested by the Administrative Agent). View More
Condition Precedent. This Agreement shall become effective upon receipt by After the Administrative Agent of has received counterparts of this Agreement, properly executed by the Company Borrower and the Administrative Agent.5. Agent, in accordance with Section 3.03(f) of the Credit Agreement, this Agreement shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted this Amendment to all Lenders and the Borrower (the "Amendment Effective Date") unless, prior to suc...h time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders object to the Amendment.5. Payment of Expenses. The Company Borrower agrees to reimburse the Administrative Agent for all reasonable and documented out-of-pocket out-of-pockets fees, charges and disbursements of the Administrative Agent in connection with the preparation, execution and delivery of this Agreement, including all reasonable and documented fees, charges and disbursements of outside counsel to the Administrative Agent (paid directly to such counsel if requested by the Administrative Agent). View More
Condition Precedent. This Agreement shall become effective upon receipt by the Administrative Agent of counterparts of this Agreement, properly executed by the Company each Borrower and the Administrative Agent.5. Payment of Expenses. The Company Jacobs US agrees to reimburse the Administrative Agent for all reasonable and documented out-of-pocket fees, charges and disbursements of the Administrative Agent in connection with the preparation, execution and delivery of this Agreement, including all reasonable and docu...mented fees, charges and disbursements of counsel to the Administrative Agent (paid directly to such counsel if requested by the Administrative Agent). View More
Condition Precedent. This Amendment shall become effective upon the fulfillment of all of the following conditions to Lender's satisfaction: (a) Lender shall have received this Amendment duly executed by Borrowers. (b) Lender shall have received an Acknowledgment and Agreement of Guarantor and Obligor set forth at the end of this Amendment duly executed by the Person set forth in the signature page thereof. (c) Lender shall have received the Amendment Fee. (d) The representations and warranties set forth herein shal...l be true and correct in all material respects. (e) All other documents and legal matters reasonably required in connection with this Amendment shall be reasonably satisfactory in form and substance to Lender and its counsel.View More
Condition Precedent. This Amendment shall become effective upon the fulfillment of all of the following conditions to Lender's satisfaction: (a) Lender shall have received this Amendment duly executed by Borrowers. (b) Lender shall have received an Acknowledgment and Agreement of Guarantor and Obligor set forth at the end of this Amendment (the "Acknowledgement") duly executed by the Person set forth in the signature page thereof. (c) Lender shall have received the Amendment Fee. (d) Lender shall have received (i) a... Request for Borrowing and (ii) the applicable Upfront Fee in the amount of $54,000, in each case, with respect to the Seventh Amendment Term Loan. (e) Lender shall have received the certificate of Responsible Officer of Borrowers required to be delivered pursuant to clause (vi) of the definition of "Permitted Acquisition" as set forth in the Credit Agreement. (f) Lender shall have received satisfactory evidence that the closing of the Transactions contemplated pursuant to the Cortina Purchase Agreement (as defined therein) has been consummated concurrently herewith. (g) The representations and warranties set forth herein shall be true and correct in all material respects. (e) (h) All other documents and legal matters reasonably required in connection with this Amendment shall be reasonably satisfactory in form and substance to Lender and its counsel. View More
Condition Precedent. As a condition to the effectiveness of this Loan and Security Modification Agreement, Bank shall have received, in form and substance satisfactory to Bank, the following: (a) payment of all Bank Expenses incurred through the date of this Loan and Security Modification Agreement; and (b) such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.
Condition Precedent. As a condition to the effectiveness of this Loan and Security Modification Agreement, Bank shall have received, in form and substance satisfactory to Bank, the following: (a) payment of all Bank Expenses incurred through the date of this Loan corporate resolutions and Security Modification Agreement; incumbency certificates duly executed by each Borrower; and (b) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.
Condition Precedent. As a condition to the effectiveness of this Loan and Security Modification Agreement, Bank shall have received, in form and substance satisfactory to Bank, the following: (a) payment of a prorated facility fee in the amount of $3,125, plus an amount equal to all Bank Expenses incurred through the date of this Loan and Security Modification Agreement; (b) affirmation of guaranty; (c) corporate resolutions and (b) incumbency certificate; and (d) such other documents, and completion of such other m...atters, as Bank may reasonably deem necessary or appropriate. View More
Condition Precedent. The effectiveness of the amendments contained in Section 2 hereof and limited waiver contained in Section 3 hereof are subject to the satisfaction of each of the following conditions precedent, in form and substance satisfactory to Lender, unless satisfaction thereof is specifically waived in writing by Lender: (a) Lender shall have received a counterpart of this Amendment duly executed by Borrower and acknowledged by Guarantor; (b) No Default or Event of Default shall exist after giving effect ...to this Amendment; (c) Lender shall have received such other documents, instruments and agreements as Lender may require; and (d) Borrower shall have paid to Lender the amendment fee referenced in Section 10 hereof.View More
Condition Precedent. The effectiveness of the amendments contained in Section 2 hereof and limited waiver contained in Section 3 hereof are subject to the satisfaction of each of the following conditions precedent, in form and substance satisfactory to Lender, unless satisfaction thereof is specifically waived in writing by Lender: (a) Lender shall have received each of the following: (i) a counterpart of this Amendment duly executed by Borrower Borrowers and acknowledged by Guarantor; (b) No Default or Event of Def...ault shall exist after giving effect to this Amendment; (c) Lender shall have received Guarantors; (ii) such other documents, instruments and agreements as Lender may require; and (d) Borrower (b) No Default or Event of Default shall have paid to Lender exist other than the amendment fee referenced in Section 10 hereof. Specified Defaults. View More
Condition Precedent. The commitments of the Initial Lenders hereunder to fund the Facilities on the Closing Date and the Lead Arrangers' agreement to perform the services described herein are subject only to the applicable conditions set forth in Exhibit C hereto, and upon satisfaction (or waiver by the Commitment Parties) of such conditions, the initial funding of the Facilities shall occur; it being understood and agreed that there are no other conditions (implied or otherwise) to the commitments hereunder, includ...ing compliance with the terms of the Commitment Letter, the Fee Letter and the Facilities Documentation. Notwithstanding anything in this Commitment Letter, the Fee Letter, the Facilities Documentation or any other letter agreement or other undertaking concerning the financing of the Transactions to the contrary, (i) the only representations and warranties the accuracy of which shall be a condition on the Closing Date shall be (A) such of the representations and warranties made by or with respect to the Target and their subsidiaries in the Acquisition Agreement as are material to the interests of the Initial Lenders, but only to the extent that you have (or your applicable affiliate has) the right (taking into account any applicable cure provisions), pursuant to the Acquisition Agreement, to terminate your (or its) obligations under the Acquisition Agreement to consummate the Acquisition (or the right not to consummate the Acquisition pursuant to the Acquisition Agreement) as a result of a breach of such 5 representations and warranties (the "Specified Acquisition Agreement Representations") and (B) the Specified Representations (as defined below) and (ii) the terms of the Facilities Documentation and the Closing Deliverables (as defined in Exhibit C hereto) shall be in a form such that they do not impair the initial funding under the Facilities on the Closing Date if the conditions expressly set forth in Exhibit C hereto are satisfied (or waived by the Lead Arrangers) (it being understood that, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected (other than (A) a lien on Collateral that may be perfected by the filing of a financing statement under the Uniform Commercial Code ("UCC") or (B) a pledge of the equity interests of the Borrower's material wholly owned U.S. restricted subsidiaries (solely to the extent required in the Term Sheets) with respect to which a lien may be perfected upon closing by the delivery of a stock or equivalent certificate) to the extent required under the Term Sheets on the Closing Date after your use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or perfection of security interests in such Collateral shall not constitute a condition precedent to the initial funding of the Facilities on the Closing Date, but shall be required to be provided and/or perfected within 90 days after the Closing Date (subject to extensions by the Administrative Agent)). For purposes hereof, "Specified Representations" means the representations and warranties of the Borrower and the Guarantors set forth in the Facilities Documentation relating to corporate or other organizational existence of the Borrower and the Guarantors; organizational power and authority (as to execution, delivery and performance of the Facilities Documentation) of the Borrower and the Guarantors; the due authorization, execution, delivery and enforceability of the Facilities Documentation; solvency as of the Closing Date (after giving effect to the Transactions) of the Borrower and its restricted subsidiaries on a consolidated basis (such representation and warranty to be consistent with the solvency certificate in the form set forth in Annex I attached to Exhibit C hereto); no conflicts of Facilities Documentation (limited to the execution, delivery, and performance of the Facilities Documentation, incurrence of the indebtedness thereunder and the granting of the guarantees and the security interests in respect thereof) with organizational documents; the PATRIOT Act; use of proceeds of the Facilities not violating OFAC or FCPA; Federal Reserve margin regulations; the Investment Company Act; and the creation, validity and perfection of security interests in the Collateral to the extent required on the Closing Date (subject to permitted liens as set forth in the Facilities Documentation and the limitations set forth in the preceding provisions of this Section 6 and the Term Sheets). This paragraph and the provisions contained herein shall be referred to as the "Certain Funds Provision".View More
Condition Precedent. The commitments of the Initial Lenders hereunder to fund the Facilities on the Closing Date DBNY's commitment hereunder, and the Lead Arrangers' each Agent's agreement to perform the services described herein herein, are subject only to the applicable satisfaction of the conditions set forth in Exhibit C hereto, and upon satisfaction (or waiver by the Commitment Parties) Summary of such conditions, the initial funding of the Facilities shall occur; it being understood and agreed that there are n...o other conditions (implied or otherwise) to the commitments hereunder, including compliance with the terms of the Commitment Letter, the Fee Letter and the Facilities Documentation. Conditions (the "Exclusive Funding Conditions"). 4 Notwithstanding anything set forth in this Commitment Letter, the Fee Letter, Letter or the Facilities Documentation Term Loan Documentation, or any other letter agreement or other undertaking concerning the financing of the Transactions transactions contemplated hereby to the contrary, (i) the only representations and warranties the accuracy of which shall be a condition to the availability of the Initial Term Loan Facility on the Closing Date shall be (A) (x) such of the representations and warranties made by or (or with respect to to) the Target and their subsidiaries Acquired Business in the Acquisition Merger Agreement as are material to the interests of the Initial Lenders, but only to the extent that you have (or your applicable affiliate has) the right (taking into account any applicable cure provisions), pursuant provisions and determined without regard to the Acquisition Agreement, any notice requirement) to terminate your (or its) your affiliate's) obligations under the Acquisition Agreement (or to refuse to consummate the Acquisition (or Acquisition) under the right not to consummate the Acquisition pursuant to the Acquisition Agreement) Merger Agreement as a result of a breach of such 5 representations and warranties (the "Specified Acquisition "Merger Agreement Representations") and (B) (y) the Specified Representations (as defined below) and (ii) the terms of the Facilities Term Loan Documentation and the Closing Deliverables (as defined in Exhibit C hereto) shall be in a form such that they do not impair the initial funding under availability of the Facilities Initial Term Loan Facility on the Closing Date if the conditions expressly set forth in Exhibit C hereto are Exclusive Funding Conditions shall have been satisfied (or or waived by the Lead Arrangers) (it being understood that, that to the extent any security interest Collateral referred to in any Collateral is the Term Sheet may not or cannot be provided and/or perfected (other than (A) a lien on Collateral that may be perfected by (A) the filing of a UCC financing statement under the Uniform Commercial Code ("UCC") or (B) a pledge taking delivery and possession of any stock certificates of subsidiaries of the equity interests Borrower that constitute Collateral, if the perfection of the Borrower's material wholly owned U.S. restricted subsidiaries (solely Administrative Agent's security interest in such Collateral may not be accomplished prior to the extent required in the Term Sheets) with respect to which a lien may be perfected upon closing by the delivery of a stock or equivalent certificate) to the extent required under the Term Sheets on the Closing Date after your use of commercially reasonable efforts to do so without undue burden or expense, so, then the provision and/or perfection of the security interests interest in such Collateral shall not constitute a condition precedent to the initial funding availability of the Facilities Initial Term Loan Facility on the Closing Date, but shall Date but, instead, may be required to be provided and/or perfected accomplished within 90 days after the Closing Date (subject (or such longer period after the Closing Date reasonably acceptable to extensions by the Administrative Agent)). Agent); provided that stock certificates representing equity interests in any subsidiaries of the Target (to the extent required under the terms of the Term Sheet) will, to the extent you have used commercially reasonable efforts to obtain them, only be required to be delivered on the Closing Date to the extent received from the holders thereof prior to the Closing Date). For purposes hereof, "Specified Representations" means the representations and warranties of the Borrower and the Guarantors set forth in the Facilities Term Loan Documentation relating to corporate or other organizational existence of the Borrower and the Guarantors; organizational Guarantors, corporate power and authority (as relating to execution, delivery the entering into and performance of the Facilities Documentation) Term Loan Documentation by the Borrower and the Guarantors, the due authorization, execution and delivery by the Borrower and the Guarantors, and the validity and enforceability, of the Term Loan Documentation, no conflicts of the Term Loan Documentation with organizational documents of the Borrower and the Guarantors; Guarantors, margin regulations, the due authorization, execution, delivery and enforceability Investment Company Act of 1940, as amended, solvency of the Facilities Documentation; solvency Borrower and its subsidiaries on a consolidated basis as of the Closing Date (after giving pro forma effect to the Transactions) of the Borrower Transaction and its restricted subsidiaries on a consolidated basis (such representation and warranty with solvency to be consistent defined consistently with the solvency certificate in the form set forth in Annex I attached to be delivered pursuant to Section 6 of Exhibit C hereto); no conflicts of Facilities Documentation (limited to the execution, delivery, and performance of the Facilities Documentation, incurrence of the indebtedness thereunder and the granting of the guarantees and the security interests in respect thereof) with organizational documents; the PATRIOT Act; C), use of proceeds of the Facilities Initial Term Loan Facility not violating OFAC or FCPA; Federal Reserve margin regulations; in violation of the Investment Company Act; Patriot Act/"know your customer" laws (including Beneficial Ownership Regulation referred to below), OFAC/sanctions/anti-terrorism laws, FCPA/anti-corruption laws and the creation, validity and perfection of security interests in the Collateral anti-money laundering laws and, subject to the extent required on the Closing Date (subject to permitted liens as set forth in the Facilities Documentation and the limitations set forth last parenthetical appearing in the preceding sentence and customary "permitted liens", the creation, validity, perfection and priority of the security interests granted in the proposed Collateral. The provisions of this Section 6 and the Term Sheets). This paragraph and the provisions contained herein shall be are referred to as the "Certain Funds Provision". "Funds Certain Provisions". You agree that we will have the right to communicate and consult with you and your affiliates with respect to your and their rights and remedies under the Merger Agreement. View More
Condition Precedent. The Our commitments and agreements hereunder are subject solely to the satisfaction or waiver of the Initial Lenders hereunder to fund the Facilities on the Closing Date and the Lead Arrangers' agreement to perform the services described herein are subject only to the applicable conditions set forth expressly stated in Exhibit C hereto, and upon satisfaction (or waiver by the Commitment Parties) of such conditions, the initial funding of the Facilities shall occur; E hereto; it being understood ...and agreed that there are no other conditions (implied or otherwise) to the commitments hereunder, including hereunder (including compliance with the terms of the Commitment Letter, the Fee Letter Letters and the Loan Documents) other than those that are expressly stated in Exhibit E (and upon satisfaction or waiver of such conditions, the initial funding under the Facilities Documentation. shall occur). Notwithstanding anything in this Commitment Letter, the Fee Letter, Letters, the Facilities Documentation Loan Documents or any other letter agreement or other undertaking concerning the financing of the Transactions to the contrary, (i) (a) the only representations and warranties the accuracy of which shall be a condition to availability of the Facilities on the Closing Date shall be (A) such of the representations and warranties made by or with respect to the Target and their subsidiaries in (i) the Acquisition Agreement as are material to the interests of the Initial Lenders, but only to the extent that you have (or your applicable affiliate has) the right (taking into account any applicable cure provisions), pursuant to the Acquisition Agreement, to terminate your (or its) obligations under the Acquisition Agreement to consummate the Acquisition (or the right not to consummate the Acquisition pursuant to the Acquisition Agreement) as a result of a breach of such 5 representations Representations (as defined below) and warranties (the "Specified Acquisition Agreement Representations") and (B) (ii) the Specified Representations (as defined below) and (ii) (b) the terms of the Facilities Documentation and Loan Documents, to 7 the Closing Deliverables (as defined extent not expressly set forth in Exhibit C hereto) the Exhibits hereto, shall be in a form such that they do not impair the initial funding under availability of the Facilities on the Closing Date if the conditions expressly set forth in Exhibit C E hereto are satisfied (or waived satisfied. For purposes of the foregoing, (A) "Acquisition Agreement Representations" means such representations and warranties made by the Lead Arrangers) (it being understood that, Target in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that you (or your applicable subsidiaries) have the right (taking into account any security interest in any Collateral is applicable cure periods) to terminate your (or its) obligation to consummate the Acquisition under the Acquisition Agreement or the right not or cannot be provided and/or perfected (other than (A) to consummate the Acquisition pursuant to the Acquisition Agreement as a lien on Collateral that may be perfected by the filing result of a financing statement under the Uniform Commercial Code ("UCC") or breach of such representations and warranties, and (B) a pledge of the equity interests of the Borrower's material wholly owned U.S. restricted subsidiaries (solely to the extent required in the Term Sheets) with respect to which a lien may be perfected upon closing by the delivery of a stock or equivalent certificate) to the extent required under the Term Sheets on the Closing Date after your use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or perfection of security interests in such Collateral shall not constitute a condition precedent to the initial funding of the Facilities on the Closing Date, but shall be required to be provided and/or perfected within 90 days after the Closing Date (subject to extensions by the Administrative Agent)). For purposes hereof, "Specified Representations" means the representations and warranties of the Borrower and the Guarantors Loan Parties set forth in the Facilities Documentation Loan Documents relating to corporate or other organizational existence of the Borrower and the Guarantors; Loan Parties, organizational power and authority (as to execution, delivery and performance of the Facilities Documentation) Loan Documents) of the Borrower and the Guarantors; Loan Parties, the due authorization, execution, execution and delivery and enforceability of the Facilities Documentation; Loan Documents by the Loan Parties, enforceability and governmental authorizations, in each case as it relates to entering into and performance of the Loan Documents against or by the Loan Parties, the Loan Documents not conflicting with the Loan Parties' respective organizational documents, the Loan Documents and the Transactions not conflicting with the Existing Tesoro Indentures (as defined below), solvency as of the Closing Date (after giving effect to the Transactions) of the Borrower and its restricted subsidiaries on a consolidated basis (such representation and warranty to be consistent with the solvency certificate in the form set forth in Annex I attached to Exhibit C hereto); no conflicts of Facilities Documentation (limited to the execution, delivery, and performance of the Facilities Documentation, incurrence of the indebtedness thereunder and the granting of the guarantees and the security interests in respect thereof) with organizational documents; the PATRIOT Act; use of proceeds of the Facilities not violating OFAC or FCPA; F hereto), Federal Reserve margin regulations; the regulations, Investment Company Act; and Act status, subject to permitted liens, the creation, validity and perfection of the security interests granted in the Collateral to the extent required on the Closing Date (subject to permitted liens as set forth collateral (solely in the Facilities Documentation case of the Backstop Facility), compliance with Patriot Act and the limitations set forth use of proceeds not violating OFAC and FCPA. The provisions in the preceding provisions of this Section 6 and the Term Sheets). This paragraph and the provisions contained herein shall be 5 are referred to as the "Certain Funds Provision". "Limited Conditionality Provisions." For the avoidance of doubt, "Loan Documents" as used in this Commitment Letter shall mean (i) if the Specified Amendment is not obtained prior to the Closing Date, the Bridge Documentation and the Backstop Documentation and (ii) if the Specified Amendment is obtained prior to the Closing Date, the Bridge Documentation only. For purposes of the foregoing, "Existing Tesoro Indentures" means (x) Indenture dated as of March 18, 2014, between the Borrower and U.S. Bank National Association, as trustee, and (y) Indenture, dated as of September 27, 2012, between the Borrower and U.S. Bank National Association, in each case, together with the forms of notes issued thereunder and as supplemented from time to time. View More
Condition Precedent. Before this Agreement becomes effective and any party becomes obligated under it, all of the following conditions shall have been satisfied in a manner acceptable to Agent in its sole judgment (such date when all the following conditions are so satisfied being the "Modification Effective Date"): 6.1 Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each duly executed by an authorized signatory of each party thereto and each in form and s...ubstance satisfactory to Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless Agent otherwise agrees or directs): 6.1.1 this Agreement; and 6.1.2 the Reaffirmation of Subordination Agreement and Consent to Modification and Waiver executed by JMC in the form attached hereto. 6.2 Agent shall have received such documentation as Agent may reasonably require to establish the due organization, valid existence and good standing of any guarantor or other party to any of the Loan Documents, its qualification to engage in business in each material jurisdiction in which they are engaged in business or required to be so qualified, its authority to execute, deliver and perform the Loan Documents to which it is a party, the identity, authority and capacity of each authorized signatory thereof authorized to act on its behalf, including certified copies of articles of organization and amendments thereto, bylaws and operating agreements and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates, Certificates of Responsible Officials, and the like. 6.3 Agent shall have received any other agreements, resolutions, documents, opinion letters, entity documents, UCC and litigation searches, and information relating to the Loan (including evidence of Borrower's authority to enter into this Agreement) that Agent may reasonably require or request in connection with this Agreement or in accordance with the other Loan Documents, including but not limited to documents reaffirming Agent's security interest in the Collateral as required according to local law practices. 6.4 All of the representations and warranties of Borrower set forth in this Agreement shall be true and correct in all material respects on and as of the date of this Agreement.View More
Condition Precedent. Before this Agreement becomes effective and any party becomes obligated under it, all of the following conditions shall have been satisfied in a manner acceptable to Agent in its sole judgment (such date when all the following conditions are so satisfied being the "Modification Effective Date"): 6.1 7.1 The payments of the Exiting Lenders Payoffs, the First Bank Payoff Costs and the Cathay Bank Payoff Costs shall have been made. 7.2 Agent shall have received all of the following, each of which s...hall be originals unless otherwise specified, each duly executed by an authorized signatory of each party thereto and each in form and substance satisfactory to Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless Agent otherwise agrees or directs): 6.1.1 7.2.1 this Agreement; and 6.1.2 7.2.2 the Reaffirmation of Subordination Agreement and Consent to Modification and Waiver executed by JMC in the form attached hereto. 6.2 7.3 Agent shall have received such documentation as Agent may reasonably require to establish the due organization, valid existence and good standing of any guarantor or other party to any of the Loan Documents, its qualification to engage in business in each material jurisdiction in which they are engaged in business or required to be so qualified, its authority to execute, deliver and perform the Loan Documents to which it is a party, the identity, authority and capacity of each authorized signatory thereof authorized to act on its behalf, including certified copies of articles of organization and amendments thereto, bylaws and operating agreements and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates, Certificates of Responsible Officials, and the like. 6.3 7.4 Agent shall have received any other agreements, resolutions, documents, opinion letters, entity documents, UCC and litigation searches, and information relating to the Loan (including evidence of Borrower's authority to enter into this Agreement) that Agent may reasonably require or request in connection with this Agreement or in accordance with the other Loan Documents, including but not limited to documents reaffirming Agent's security interest in the Collateral as required according to local law practices. 6.4 7.5 All of the representations and warranties of Borrower set forth in this Agreement shall be true and correct in all material respects on and as of the date of this Agreement. View More
Condition Precedent. The effectiveness of this Amendment shall be subject to the prior satisfaction of each of the following conditions: (a) Lender shall have received this Amendment, duly executed by each Borrower; (b) Lender shall have received the Amendment Fee; and (c) Lender shall have received such other documents and completion of such other matters as Lender may reasonably deem necessary or appropriate.
Condition Precedent. The effectiveness of this Amendment shall be subject to the prior satisfaction of each of the following conditions: (a) Lender shall have received this Amendment, duly executed by each Borrower; Borrower and, for the purpose of Section 7 only, Subordinate Creditor; (b) Lender shall have received the Amendment Fee; and (c) Lender shall have received such other documents and completion of such other matters as Lender may reasonably deem necessary or appropriate.
