Condition Precedent Contract Clauses (1,754)

Condition Precedent. This Amendment No. 3 shall be effective upon the satisfaction of each of the following conditions precedent: (a) Agent shall have received counterparts of this Amendment No. 3, duly authorized, executed and delivered by Borrowers, Parent Guarantor, Agent and the Required Lenders; (b) Other than the Existing Default, no Default or Event of Default shall have occurred and be continuing; and (c) The representations and warranties contained in Section 4 and in the Credit Agreement shall be true and ...correct in all material respects on and as of such date as if made on and as of such date (except to the extent expressly relating to an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date). View More

Condition Precedent. Notwithstanding any provision contained in this Amendment to the contrary, this Amendment shall not be effective unless and until Agent shall have received: (a) this Amendment, duly executed by Borrower; (b) a Certificate of Secretary (with resolutions attached), certified by the Secretary of Borrower; (c) recent certificates of corporate good standing for Borrower, issued by the Secretaries of State of Delaware and Missouri; and (d) such other documents and information as reasonably requested b...y Lender or any Lender. Borrower and Lender executed this Amendment as of the Effective Date. View More

Condition Precedent. This Second Amendment shall be effective as of the first date on which the Administrative Agents receive counterparts of this Second Amendment that, when taken together, bear the signatures of (i) the Borrower and the Guarantors, (ii) the Administrative Agents and (iii) the Required Lenders and the Required Revolving Lenders (such date, the "Second Amendment Effective Date").

Condition Precedent. This Agreement and waiver and amendment provided herein shall become effective upon the execution hereof by the Borrower, the Guarantors, the Administrative Agent and the Required Lenders.

Condition Precedent. This Agreement shall become effective and binding upon the parties hereto only on the Effective Date if the following conditions precedent have been satisfied: (a) The Purchasers shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto, (ii) a Note payable to each Purchaser signed by the Company, and (iii) an Intellectual Property Security Agreement signed by each Loan Party that owns Intellectual Property Collateral, in each case, in form and substance satis...factory to the Purchasers; (b) The Purchasers shall have received Class B Share Warrants, duly authorized, executed and delivered by the Company, exercisable for an aggregate amount of 500,000 of the Class B Shares; (c) The Purchasers shall have received proper financing statements in form appropriate for filing under the UCC of all jurisdictions that the Designated Agent may deem reasonably necessary in order to perfect and protect the first priority liens and security interests created hereunder covering the Collateral described herein; 19 (d) The Purchasers shall have received certified copies of the resolutions of the Board of Directors of the Company approving this Agreement, the transactions contemplated hereby and each Note Document to which it is or is to be a party; (e) The Purchasers shall have received results of a recent lien search with respect to the Loan Parties, and such search report shall reveal no liens on any of the Collateral other than Permitted Liens; (f) The Company shall have paid or caused to be paid by means of a deduction from the Note Purchase Amount such reasonably incurred fees and expenses of the Purchasers in connection with the negotiation and preparation of the Note Documents, including the reasonable and documented fees and expenses of counsel to the Purchasers, up to a maximum of $100,000; (g) The Company shall have filed an amendment to the Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware; (h) The Purchasers shall have received the documents specified on the Closing Checklist attached hereto as Exhibit E and such other documents as any Purchaser shall have reasonably requested in connection with this Agreement and the other Note Documents; and (i) The Company shall have received, by payment of wire transfer of readily available funds to the account designated by the Company, the Note Purchase Amount less any deduction made in accordance with Section 10(f). View More

Condition Precedent. The effectiveness of the amendments set forth herein is subject to the fulfillment, to the satisfaction of the Agent and its counsel, of the following conditions precedent on or before the Effective Date: (a) The Agent shall have received, with copies or counterparts for each Bank as appropriate, the following, all of which shall be in form and substance satisfactory to the Agent and shall be duly completed and executed by the Borrower, the Agent and the Banks, as applicable: (i) This Agreement;... (ii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower as of a recent date, of resolutions of the board of directors of the Borrower in effect on the date hereof authorizing the execution, delivery and performance 2 of this Agreement and the other documents and transactions contemplated hereby; (iii) Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agent; and (iv) Such additional documents, certificates and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect to this Agreement, the representations and warranties set forth in the Credit Agreement shall be true and correct in all material respects on and as of the date hereof; provided, however, that for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bank. (c) No Default or Event of Default shall have occurred and be continuing as of the date hereof. View More

Condition Precedent. 6.1 Conditions to the Obligation of the Purchasers to Consummate the Closing. The obligations of the Purchasers to consummate the transactions to be consummated at the Closing, and to purchase and pay for the Preferred Shares pursuant to this Agreement, are subject to the satisfaction of the following conditions precedent: (a) the Company shall have filed with the Secretary of State of the State of Delaware the Certificate of Designation; (b) the Company shall have executed and delivered the Reg...istration Rights Agreement; and (c) the Company shall have delivered to the Purchasers a certificate dated as of the Closing Date to the effect that each of the conditions specified in Section 6.1 has been satisfied ("Closing Certificate"). 6.2 Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the transactions to be consummated at the Closing, and to issue and sell to the Purchasers the Preferred Shares pursuant to this Agreement, is subject to the satisfaction of the following conditions precedent: (a) each Purchaser shall have executed and delivered each Transaction Agreement to which such Purchaser is a party; and (b) the Certificate of Designation shall have been duly filed and accepted by the Secretary of State of the State of Delaware. View More

Condition Precedent. a. Prepayment. On the date of this Amendment, Borrower shall prepay the outstanding balance of the Mortgage Loan in the amount of $3,548,000 (the "Prepayment"). b. Representations and Warranties. Each of the representations and warranties of Borrower and the Guarantors in the Loan Documents shall be true and correct as of the date of this Amendment except for any representation or warranty made as of a date certain, in which event such representation or warranty shall be true as of such date. c.... Documents. Lender shall have received (i) this Amendment, duly executed by the parties hereto, and (ii) any other document, certificate or instrument that Lender reasonably requires in connection herewith. View More

Condition Precedent. This Amendment shall be effective when Wells Fargo shall have received an executed original of this Amendment, together with each of the following, each in substance and form acceptable to Wells Fargo in its sole discretion: 4.1 A Certificate of Authority from the Company's corporate secretary; 4.2 Payment of the Accommodation Fee described in Section 4 of this Amendment; 4.3 Consent and approval of this Amendment by the Export Import Bank of the United States, if required by Wells Fargo; 4.4 Th...e Acknowledgement and Agreement of Guarantor set forth at the end of this Amendment, duly executed by Guarantor; and 4.5 Such other matters as Wells Fargo may require. View More

Condition Precedent. The obligations, agreements and forbearance of the Administrative Agent, L/C Issuer and the Lenders as set forth in this Agreement 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 Agreement shall be deemed to be effective as of the Effective Date): (a) Forbearance Agreement. This Agreement shall be in full force and effect. AGREEMENT – Page 2 (b) Eagle ...Energy PSA. Administrative Agent shall have received a true, correct and complete copy of the Eagle Energy PSA, fully executed by the parties thereto. (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 this Agreement. View More