Condition Precedent Contract Clauses (1,754)

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 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 Second Amended and Restated Revolving Note related to the Domestic Credit Agreement, duly executed by Company; 4.2 Second Amended and Restated Revolving Notes related to the Ex-Im Credit Agreement, duly executed by Company; 13 4.3 A Certificate of Authority from the Co...mpany's corporate secretary certifying as to (i) the resolutions of the board of directors of Company approving the execution and delivery of this Amendment, (ii) the fact that the certificate of incorporation and bylaws of Company, which were certified and delivered to Wells Fargo pursuant to the Certificate of Authority of Company's secretary or assistant secretary dated February 9, 2009, continue in full force and effect and have not been amended or otherwise modified except as set forth in the Certificate to be delivered, and (iii) the fact that the officers and agents of Company who have been certified to Wells Fargo, pursuant to the Certificate of Authority of Company's secretary or assistant secretary dated February 9, 2009, as being authorized to sign and to act on behalf of Company continue to be so authorized; 4.4 Consent and approval of this Amendment by the Export Import Bank of the United States, if required by Wells Fargo; 4.5 The Acknowledgement and Agreement of Guarantor set forth at the end of this Amendment, duly executed by Guarantor; and 4.6 Such other matters as Wells Fargo may require. View More

Condition Precedent. Our commitments and agreements hereunder are subject solely to those conditions specified under the heading "Conditions to Availability of the Term Loans on the Closing Date" in Exhibit A and in Exhibit B; it being understood that there are no conditions (implied or otherwise) to the commitments hereunder (including compliance with the terms of this Commitment Letter, the Fee Letter and the Operative Documents (as defined below)) other than those that are expressly stated under the heading "Cond...itions to Availability of the Term Loans on the Closing Date" in Exhibit A and in Exhibit B to be conditions to the initial funding under the Term Loan Facility on the Closing Date (and upon satisfaction or waiver of such conditions, the initial funding under the Term Loan Facility shall occur). Notwithstanding anything in this Commitment Letter, the Fee Letter, the Operative Documents or any other letter agreement or other undertaking concerning the financing of the Transaction to the contrary, the terms of the Operative Documents shall be in a form such that they do not impair availability of the Term Loan Facility on the Closing Date if the conditions expressly stated under the heading "Conditions to Availability of the Term Loans on the Closing Date" in Exhibit A and in Exhibit B are satisfied. View More

Condition Precedent. This Agreement is effective as of the satisfaction of the following conditions precedent: 5 (a) the Borrower, the Administrative Agent, and the Required Lenders shall have executed and delivered this Agreement, and each Grantor shall have executed and delivered its reaffirmation, acknowledgment, and consent in the space provided for that purpose below; (b) the payment of (i) all current legal and financial advisor fees and expenses referred to in Section 11 above and for which invoices have been... made available to the Borrower and (ii) the waiver fee as set forth in Section 5(e) above; and (c) the Borrower shall have delivered or cause to be delivered such evidence, in form and substance reasonably acceptable to the Administrative Agent, pursuant to which the Borrower's primary financial advisor acknowledges that no fees or other amounts shall be payable to such advisor by reason of this Agreement under that certain engagement letter dated June 2, 2016, by and between such advisor and the Borrower. View More

Condition Precedent. This Agreement and the amendments set forth in Section 1 of this Agreement shall become effective on the first date (the "Amendment No. 3 Effective Date") when, and only when, each of the applicable conditions set forth below have been satisfied (or waived): 6 (a) The Administrative Agent (or its counsel) shall have received counterparts of this Agreement that, when taken together, bear the signatures of the Borrower, Holdings, the Administrative Agent, the Collateral Agent and each Term C Lende...r (whether pursuant to the execution and delivery of a Consent, the Joinder or counterparts of this Agreement). The Consents and the Joinder shall have been duly executed by each existing Term Lender or Additional Term C Lender, as applicable, such that upon such execution by all such Lenders, the aggregate principal amount of the Converted Term B Loans, the Increased Term C Loans and the Additional Term C Loans is equal to $2,277,500,000.00. (b) The Administrative Agent (or its counsel) shall have received a certificate of the Borrower and Holdings dated as of the Amendment No. 3 Effective Date signed by a Responsible Officer of the Borrower and Holdings, respectively, certifying (i) that the Organization Documents, including amendments thereto, of the Borrower and Holdings, as applicable, either (x) have not been amended since the Amendment No. 2 Effective Date or (y) are attached as an exhibit to such certificate, (ii) (x) copies of resolutions of its Board of Directors (or similar governing body) of the Borrower and Holdings, as applicable, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or (y) to the extent the resolutions delivered on the Closing Date approve such matters, that the resolutions delivered on the Closing Date authorize the transactions contemplated hereby, remain in full force and effect and have not been amended or otherwise modified since the adoption thereof, (iii) (x) as to the incumbency and specimen signature of each officer executing this Agreement or any other document delivered in connection herewith on behalf of such Loan Party or (y) a certification that the incumbency and specimen signature of each officer of each Loan Party delivered to the Administrative Agent as of May 13, 2016 has not been amended since such date and (iv) as to the matters set forth in Section 3(f) and (g) below. (c) The Borrower shall have paid to the Administrative Agent and to Deutsche Bank Securities Inc., as sole lead arranger and sole bookrunner in connection with this Agreement, all fees and expenses due to be paid on the Amendment No. 3 Effective Date. (d) The Borrower shall have paid to the Administrative Agent, for the account of each Term Lender holding Term B Loans immediately prior to the effectiveness of this Agreement, all accrued but unpaid interest on such Term Lender's Term B Loans in accordance with Section 2.01(d) of the Amended Credit Agreement. (e) The Administrative Agent shall have received a Committed Loan Notice of Term C Loans. (f) The representations and warranties set forth in Article V of the Amended Credit Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the date hereof (both before and after giving effect to the transactions contemplated by this Amendment) with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date. 7 (g) No Default or Event of Default shall exist on the date hereof before or after giving effect to the Refinancing Term Loans and the use of proceeds thereof. View More

Condition Precedent. This Amendment shall become effective upon the date (the "Effective Date") on which the Bank shall have received: (a) This Amendment, duly executed and delivered by the Borrowers; (b) Such other information and documents as may reasonably be required by the Bank and its counsel in connection with this Amendment.

Condition Precedent. It shall be a condition precedent to the effectiveness of this Amendment that Landlord purchase the Center on or before December 31, 2016. If Landlord Second Amendment to Pacific Corporate Center LeasePage 4 fails to obtain fee simple title to the Center by such date, this Amendment shall terminate and be of no further force and effect.

Condition Precedent. The effectiveness of this Amendment is subject to (i) receipt (whether by e-mail, facsimile or otherwise) by the Administrative Agent of counterparts of this Amendment executed by each of the other parties hereto, (ii) receipt by each Bank of America, NY Life, NYLIAC and CS CIB of the applicable amendment fee pursuant to and in accordance with the Fee Letter, dated as of the date hereof and (iii) receipt by each of Bank of America and CS CIB of the applicable amount set forth in Section 4(b) abo...ve. 4 8. Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, and each counterpart shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. View More

Condition Precedent. This Amendment and its provision shall become effective upon the execution and delivery of this Amendment by a duly authorized officer of each of Seller, Buyer and Guarantor.