Condition Precedent Contract Clauses (1,754)

Condition Precedent. This Agreement shall be effective upon satisfaction of the following conditions precedent: (a) receipt by the Administrative Agent of counterparts of this Agreement duly executed by the Loan Parties, the Lenders and the Administrative Agent; (b) receipt by the Administrative Agent of a certificate of a Responsible Officer of each Loan Party, attaching a true, correct and complete copy of the Permitted Senior Revolving Credit Documents Amendment, which shall be in form and substance reasonably sa...tisfactory to the Administrative Agent; (c) receipt by the Administrative Agent of an amendment to the Intercreditor Agreement, in form and substance reasonably satisfactory to the Administrative Agent and duly executed by the Permitted Senior Revolving Credit Lender, the Loan Parties and the Administrative Agent; and (d) receipt by the applicable party of all accrued fees and reasonable and documented out-of-pocket expenses of the Administrative Agent and the Lenders (including, without limitation, the fees and expenses of counsel for the Administrative Agent). View More

Condition Precedent. This Amendment shall be effective upon satisfaction of the following conditions precedent: (a) receipt by the Administrative Agent of counterparts of this Amendment duly executed by the Loan Parties, the Required Lenders, and the Administrative Agent; and (b) receipt by the Administrative Agent of evidence that an amendment to the Existing Revolving Credit Agreement, in form and substance reasonably satisfactory to the Administrative Agent, is effective (or will be effective simultaneously with ...the effectiveness of this Amendment). View More

Condition Precedent. The effectiveness of the amendments contained in Section 2 hereof are subject to the satisfaction of each of the following conditions precedent, in form and substance satisfactory to Agent, unless satisfaction thereof is specifically waived in writing by Agent: (a) Agent's receipt of duly executed counterparts of this Amendment and all instruments and documents to be entered into in connection herewith from Borrowers and Lenders; and (b) Agent's receipt of a certificate from the Secretary of eac...h Loan Party attesting to the resolutions of such Loan Party's board of directors authorizing its execution, delivery, and performance of the Loan Documents to which it is a party. View More

Condition Precedent. The effectiveness of this Amendment No. 3 shall be subject to the satisfaction of each of the following conditions precedent in a manner satisfactory to Agent: (a) On or prior to the Amendment No. 3 Effective Date, Agent shall have received payment of the Forbearance and Restructuring Support Fee; (b) No Default or Event of Default shall exist or have occurred and be continuing other than the Existing Defaults; (c) Agent shall have received counterparts of this Amendment No. 3, duly authorized, ...executed and delivered by Borrowers, Guarantors, and the Lenders; (d) Agent shall have received, in form and substance satisfactory to Agent, an officer's certificate or secretary's certificate from each Borrower and Guarantor, duly authorized, executed and delivered by an appropriate officer of such Borrower or Guarantor, in form and substance reasonably satisfactory to Agent, setting forth the incumbency and specified signatures of each applicable officer and approving the transactions contemplated by this Amendment No. 3, together with organizational documents and records of all requisite corporate or limited liability company action and proceedings in connection with this Amendment No. View More

Condition Precedent. This letter agreement shall become effective upon the satisfaction of the following conditions (or until such conditions are waived in writing by the Administrative Agent in its sole discretion): (a) the execution and delivery of this letter agreement by each party hereto; (b) the Administrative Agent shall have received satisfactory evidence that the Borrower has obtained all required consents and approvals of all Persons to the execution, delivery and performance of this letter agreement and t...he consummation of the transactions contemplated hereby; (c) the Administrative Agent shall have received the executed legal opinion or opinions of Otterbourg P.C., counsel to the Borrower, covering authorization and enforceability of this letter agreement in form and substance acceptable to the Administrative Agent in its reasonable discretion; and (c) the Administrative Agent shall have received (i) a good standing certificate of the Borrower, dated on or about the date of this Amendment and (ii) a certified copy of the resolutions of the board of managers or directors for the Borrower. View More

Condition Precedent. Effectiveness of this Amendment is subject to the prior or contemporaneous satisfaction of each of the following conditions precedent: (a) Wells shall have received: (i) counterparts hereof, duly executed by each of the parties hereto and consented to by the Purchaser, and (ii) counterparts of a third amendment and restatement of the Fee Letter, duly executed by each of the parties thereto and payment in immediately available funds of a fully-earned and non-refundable upfront fee described in nu...mbered paragraph 1 thereof. 6 (b) Each of the representations and warranties contained in Section 5 of this Amendment shall be true and correct. View More

Condition Precedent. The effectiveness of this Agreement is subject to the satisfaction of the following conditions precedent on the date hereof: 3.1 Execution of Agreement. Each Obligor, Administrative Agent and the Required Lenders shall have duly executed and delivered this Agreement. 3.2 Term Loan Forbearance Agreement Amendment. Receipt by Administrative Agent of evidence reasonably satisfactory to Administrative Agent that an amendment to the Term Loan Forbearance Agreement has been entered into by all requisi...te parties thereto pursuant to which the forbearance period thereunder shall have been extended to January 10, 2020. 3.3 Accuracy of Representations and Warranties. All representations and warranties contained in Section 4 hereof shall be true and correct in all respects. 3.4 Fees. The Administrative Agent shall have received for the benefit of each Lender that executes and delivers a counterpart of this Agreement (each such Lender, a "Consenting Lender"), a fee in an amount equal to (i) [***] payable to Bank of America, N.A., (ii) [***] payable to Wells Fargo Bank, National Association and (iii) [***] payable to Siemens Financial Services, Inc. 4. Representations and Warranties. Each Obligor hereby jointly and severally represents and warrants to Administrative Agent and Lenders, that 4.1 the execution, delivery and performance by the Obligors of this Agreement: (a) are within each Obligor's corporate, limited liability company or partnership powers, as applicable, and have been duly authorized by all necessary corporate, limited liability company or partnership, as applicable, and, if required, equity holder action (including, without limitation, any action required to be taken by any class of directors or other governing body of any Obligor or any other Person, whether interested or disinterested, in order to ensure the due authorization of the execution, delivery and performance by the Obligors of this Agreement); (b) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders or any class of directors or other governing body, whether interested or disinterested, of any Obligor or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Agreement or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect other than those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, or could not reasonably be expected to have a Material Adverse Effect, 2 (c) will not violate any Sanctions and Applicable Law or any Organic Documents of any Obligor or any Restricted Subsidiary, or any order of any Governmental Authority, (d) will not violate or result in a default under any Material Contract, or give rise to a right thereunder to require any payment to be made by any Obligor or any Restricted Subsidiary and (e) will not result in the creation or imposition of any Lien on any Property of any Obligor or any Restricted Subsidiary (other than the Liens created by the Loan Documents); 4.2 this Agreement has been duly executed and delivered by such Obligor and constitutes a legal, valid and binding obligation of such Obligor, as applicable, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; and 4.3 no Default or Event of Default (other than any Specified Default) has occurred and is continuing. View More

Condition Precedent. This Amendment shall become effective immediately on the date (the "Amendment No. 3 Effective Date") on which each of the following has occurred: a) the Agent and the Lenders party hereto shall have received this Amendment, duly executed by the Borrower, the Guarantors, and Lenders constituting the Required Lenders; and b) the Loan Parties shall have paid or caused to be paid the reasonable and documented fees and expenses of Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel to the Lenders... party hereto, as invoiced on or before the date hereof. View More

Condition Precedent. This Agreement shall be effective upon satisfaction of the following conditions precedent: (a) receipt by the Administrative Agent of counterparts of (i) this Agreement duly executed by the Loan Parties, the Lenders and the Administrative Agent, and (ii) the 2019 Convertible Note Subordination Agreement duly executed by the 2019 Convertible Note Holders, the Administrative Agent and the Loan Parties; (b) receipt by the Administrative Agent of a certificate in form and substance reasonably satisf...actory to the Administrative Agent, signed by a Responsible Officer of each of the Loan Parties attaching true, correct and complete copies of (i) the 2019 Convertible Note Documents in effect as of the Seventh Amendment Effective Date and (ii) the Permitted Restoration Robotics Note and any material documents or agreements delivered in connection therewith; and (c) receipt by Moore & Van Allen PLLC, counsel to the Administrative Agent, of all of its reasonable and documented fees, charges and disbursements in connection with the preparation and negotiation of this Agreement and the documents contemplated hereby. View More

Condition Precedent. This Amendment shall become effective on the date (the "First Extension Effective Date") each of the following conditions shall have been satisfied or waived by Agent in its sole discretion: (a) This Amendment. Agent shall have received this Amendment, duly executed by Borrower, Guarantors and the Lenders. (b) No Default. Upon giving effect to this Amendment, there shall be no Default or Event of Default (other than the Specified Defaults).