Condition Precedent Contract Clauses (1,754)

Condition Precedent. The Plan shall be subject to approval by the holders of a majority of shares of the Company's capital stock outstanding and entitled to vote thereon at the next meeting of its stockholders, or the written consent of the holders of a majority of shares that would have been entitled to vote thereon, and no options or SARs granted hereunder may be exercised prior to such approval, provided that the date of grant of any options granted hereunder shall be determined as if the Plan had not been subjec...t to such approval. 10 EX-4.33 2 v445453_ex4-33.htm EXHIBIT 4.33 Exhibit 4.33 2016 STOCK OPTION PLAN OF INTER PARFUMS, INC. 1. Purposes of The Plan. This stock option plan (the "Plan") is designed to provide an incentive to key employees, officers, directors and consultants of Inter Parfums, Inc., a Delaware corporation (the "Company"), and its present and future subsidiary corporations, as defined in Paragraph 17 ("Subsidiaries"), and to offer an additional inducement in obtaining the services of such individuals. The Plan provides for the grant of "incentive stock options," within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), nonqualified stock options and stock appreciation rights ("SARs"). View More

Condition Precedent. Asset Buyer shall not be obligated to close the transactions contemplated by this Agreement unless each of the following conditions are satisfied, or expressly waived in writing by Asset Buyer (collectively, the "Conditions Precedent"): (a) Asset Buyer and Asset Seller, shall have entered into a management agreement to operate the Business at the Location until the Liquor License from the ALA is issued to Asset Buyer or Asset Buyer shall have received a temporary liquor license for the Business ...operation at the Real Property; (b) Asset Seller shall have executed and delivered to Asset Buyer at the Closing a Certificate certifying: (i) as to the fulfillment of the matters contained in this Section 6 and (ii) that as of the Closing Date the representations and warranties of the Asset Seller contained in this Agreement are true, complete and accurate to the same extent and with the same force and effect as if made on such date; (c) the Asset Seller shall have materially performed, satisfied and complied with all obligations and covenants of Asset Seller required by this Agreement to be performed or complied with by it, at or before the Closing; (d) Asset Seller shall have delivered to Asset Buyer at or before the Closing, as applicable hereunder, all documents and all other items required hereunder to be delivered by it, in form and substance reasonably satisfactory to Asset Buyer, with all such documents which require Asset Seller's execution having been duly executed, as applicable, by Asset Seller; (e) Asset Seller shall have obtained all necessary approvals, consents and clearances from governmental authorities (including but not limited to Department of Business and Professional Regulation and Department of Revenue) and others in connection with the transactions contemplated by this Agreement (the "Consents"), (f) no new law or amendment to any existing Applicable Law has been enacted, proposed, promulgated, issued or otherwise effectuated which precludes the transaction contemplated by this Agreement or which would materially adversely affect or is reasonably likely to materially adversely affect in Asset Buyer's reasonable determination, the profitability or legality of the Business; {g) there has been no material adverse change in the Business assets, liabilities, results of operations or prospects of Asset Seller since the date of this Agreement; (h) Real Property Buyer and Real Property Seller have simultaneously closed on the purchase and sale of the Real Property (i) The Asset Buyer and Asset Seller named in that certain Asset Purchase Agreement between Original Oyster House II, Inc. as Asset Seller and Ark Oyster House Causeway II, LLC, as Asset Buyer and Gumbo Properties, L.L.C.. as the Real Property Seller and Ark Causeway Real Estate, LLC, as Real Property Buyer have simultaneously closed on the purchase and sale of the assets and real estate located at 3733 Battleship Parkway, City of Spanish Fort, Baldwin County, Alabama (j) If the ALA shall fail or refuse to issue the Liquor License and if Asset Buyer shall have made a good faith effort to obtain the Liquor License, then either Asset Buyer or Asset Seller may, without liability, terminate its obligations under this Agreement. Asset Seller shall cooperate with Asset Buyer to: (i) obtain the ALA's and other governmental agencies approval to operate 9 the Business at the Location and (ii) complete the transactions contemplated by this Agreement. View More

Condition Precedent. Revolving Term Lender will have no obligation under this First Supplement until each of the following conditions precedent is satisfied or waived in accordance with Section 8.02 of the Master Agreement: (a) Revolving Term Lender has received all fees and other amounts due and payable on or prior to the date hereof, including the fees and amounts for reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by Borrower pursuant to any Loan Document or any other agre...ement with AgCountry; (b) Revolving Term Lender has received Borrower's counterpart of this First Supplement and the Revolving Term Note duly executed and delivered by Borrower; (c) Revolving Term Lender has received Borrower's counterparts of the Master Agreement and all Loan Documents contemplated thereby, in each case duly executed and delivered by Borrower, as well as all other duly executed and delivered instruments, agreements, opinion letters, and documents as Revolving Term Lender may require; 2 (d) the representations and warranties set forth in the Master Agreement and each other Loan Document are true and correct in all material respects as of the date hereof; (e) all conditions precedent in the Master Agreement and each other Loan Document have been satisfied or waived in accordance with Section 8.02 of the Master Agreement; and (f) no Default or Event of Default has occurred and is continuing. View More

Condition Precedent. The effectiveness of this Amendment No. 1 shall become effective on the Effective Date whereupon this Amendment No. 1 shall become effective as to all Lenders and Loan Parties in accordance with Section 10.02 of the Credit Agreement, provided that all of the following conditions precedent have been satisfied (or waived by the Required Lenders): (a) The Administrative Agent shall have received counterparts of this Amendment No. 1 that, when taken together, bear the signatures of (x) each Loan Par...ty, (y) the Administrative Agent and the Collateral Agent, and (z) the Lenders constituting the Required Lenders under the Credit Agreement. (b) The Borrower shall have paid the Administrative Agent for all reasonable and documented out-of-pocket fees and reimbursement of all reasonable and documented out- of-pocket costs and expenses required to be paid by the Borrower in connection with the transactions contemplated hereunder, under any other Loan Documents or as separately agreed to by the Borrower. (c) The representations and warranties set forth in Section 3 of this Amendment No. 1 shall be true and correct on and as of the Effective Date. View More

Condition Precedent. The following are express conditions precedent to Purchaser's obligation to close this transaction: (a) Representations and Warranties. The truth and correctness of all of Seller's representations and warranties and the fulfillment of all of Seller's covenants at all times during the term of this Agreement and as of Closing. (b) ADA Compliance. From the expiration of the Inspection Period through the Closing Date, there shall be no change in the condition of the Property related to compliance wi...th current codes and requirements under the Americans with Disabilities Act of 1990. (c) Fire Compliance. From the expiration of the Inspection Period through the Closing Date, there shall be no change in the condition of the Property related to compliance with fire codes and requirements. (d) No Deferred Maintenance. Excepting normal wear and tear, from the expiration of the Inspection Period through the Closing Date, there shall be no change in the condition of deferred maintenance items in connection with the Property's structural elements, capital equipment and roofs. (e) Additional Conditions. In addition, the obligations of Purchaser to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing of all of the following conditions: 16 (i) Seller shall have delivered all of the items required to be delivered pursuant to the terms of this Agreement. (ii) Seller shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Seller within the time frames required under this Agreement. (iii) Seller shall have delivered, at least three (3) days prior to Closing, audited financial statements for the periods ending December 31, 2015 and June 30, 2016 in connection with the Property certified by an accounting firm mutually agreed upon by Purchaser and Seller that is registered with the PCAOB. (f) Waiver of Conditions. Purchaser shall be permitted to waive any of the conditions precedent set forth in this Section 12 in Purchaser's sole and absolute discretion and close on the purchase of the Property contemplated by this Agreement in Purchaser's sole and absolute discretion, by written instrument, at any time prior to or at Closing. View More

Condition Precedent. This Amendment shall be effective as of the date hereof upon the satisfaction of the following conditions precedent: (a) Executed Amendment. Receipt by the Administrative Agent of this Amendment duly executed by the Loan Parties, the Required Lenders, the Administrative Agent, Swing Line Lender and L/C Issuer. (b) Responsible Officer's Certificate. Receipt by the Administrative Agent of a certificate of a Responsible Officer of each Loan Party, in form and substance satisfactory to the Administr...ative Agent, (i) certifying that the Organization Documents of such Loan Party attached 4 thereto are true and correct as of the date of this Amendment and (ii) certifying as to the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment. (c) Fees and Expenses. Receipt by the Administrative Agent of all out-of-pocket fees and expenses required to be paid pursuant to the Credit Agreement to the Administrative Agent on or before the date hereof. View More

Condition Precedent. This Amendment shall become effective upon satisfaction (or waiver) of the following conditions (in each case, in form and substance acceptable to the Agent in its sole discretion: (i) the Agent shall have received a copy of this Amendment executed and delivered by each Borrower, the Lenders and the Agent (ii) the Specified Subsidiary Financing shall have been consummated in accordance with the description set forth on Exhibit A hereto. (iii) No Unmatured Event of Default or Event of Default sha...ll have occurred or be continuing or would be caused by the consummation of the transactions contemplated by this Amendment, including the Specified Subsidiary Financing. (iv) The Agent shall have received full payment of all of the out-of-pocket fees, costs, and expenses of Agent (including the reasonable and documented fees and expenses of Agent's counsel) incurred in connection with the preparation, negotiation, execution, and delivery of this Amendment (including those payable pursuant to Section 10.7 of the Loan Agreement). (v) The representations and warranties contained in Section 5 below shall be true and correct as of the date hereof. View More

Condition Precedent. As a condition to the effectiveness of this Amendment, the Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent, the following: (a) payment of all the Administrative Agent Expenses incurred through the date of this Amendment, including payment of the $37,500 pro-rata facility fee as set forth in Section 2.A(3) hereof, which shall be fully earned and nonrefundable; and (b) such other documents, and completion of such other matters, as the Admini...strative Agent may reasonably deem necessary or appropriate. View More

Condition Precedent. This Amendment shall become effective as of the Effective Date provided that all of the following conditions precedent shall have been satisfied: (a) The Administrative Agent shall have received counterparts of this Amendment, duly executed and delivered by Borrower, Guarantor, Administrative Agent and each Lender. (b) The Letter Agreement dated as of the date of this Amendment among Borrower, Guarantor, TPG RE Finance Pledgor 20, LLC, Administrative Agent and each Lender shall, prior to or cont...emporaneously with the execution and delivery of this Amendment, have become effective in accordance with its terms. (c) no Default shall exist or would result from the consummation of the transactions contemplated by this Amendment. View More

Condition Precedent. This Agreement and the Waiver provided for in Section 1 shall become effective on the date when the following conditions are met: (a) the Administrative Agent shall have received a counterpart signature page of this Agreement duly executed by each of the Parent, the Borrower, the other Loan Parties, and the Administrative Agent and a consent to the Administrative Agent's entry into this Agreement, on behalf of and at the direction of the Lenders, from Lenders constituting the Majority Lenders; (...b) the Administrative Agent shall have received a fully executed copy of a valid waiver under the Term Credit Agreement and the other Term Loan Documents with respect to any default or event of default resulting from the Borrower delivering (i) the 2019 Audited Financial Statements with the Going Concern Qualification and (ii) the 2019 Financial Deliverable Package after the 2019 Financial Statements Delivery Deadline, in form reasonably satisfactory to the Administrative Agent (the "Term Waiver"); (c) the Administrative Agent shall have received such other documents, instruments, opinions, certifications, undertakings, further assurances and other matters as the Administrative Agent may reasonably request; (d) Borrower shall have delivered the 2019 Financial Deliverable Package to the Administrative Agent; and (e) the Borrower shall have paid all fees and expenses payable to the Administrative Agent and the Lenders (including the fees and expenses of counsel to the Administrative Agent) accrued to date in full to the extent invoiced prior to the date hereof, but without prejudice to the later payment of accrued fees and expenses not so invoiced. Limited Waiver – 2019 Audited Financial Statements (Revolving Facility) – Page 2 3. Borrowing Requests and Letters of Credit. In consideration of the Waiver, beginning on the Effective Date and ending upon the Business Day next succeeding delivery of the New Borrowing Base Notice with respect to the first Scheduled Redetermination following the Effective Date and notwithstanding any provision to the contrary in the Credit Agreement, Borrower shall not be permitted to request or receive any Borrowing or issuance, amendment, renewal or extension of any Letter of Credit (the "Draw Restrictions"), nor shall the Lenders be obligated to honor any such request. The Draw Restrictions shall not prohibit the Borrower from continuing or converting any Borrowing existing prior to the Effective Date. View More