Condition Precedent Contract Clauses (1,754)

Condition Precedent. This Agreement shall be effective beginning on the first date that each condition precedent set forth in this Section 3 is satisfied (the "Effective Date"): 3.1. Signed Agreement. Each of the parties hereto shall have received counterparts of this Agreement duly executed by the Loan Parties and Forbearing Lenders constituting the Required Lenders. 3.2. Initial Cash Flow Forecast. The Borrower shall have furnished to the Forbearing Lenders a 13-week cash flow forecast setting forth all sources an...d uses of cash and beginning and ending balances, in form and substance reasonably satisfactory to the Forbearing Lenders (the "Initial Cash Flow Forecast"). 3.3. Expenses. Paul, Weiss, Rifkind, Wharton & Garrison, LLP ("Paul, Weiss"), as counsel to the Forbearing Lenders, shall have received payment of its retainer in the amount of $100,000.00 in accordance with that certain letter agreement, dated August 30, 2019 (the "Paul, Weiss Fee Letter"), between Paul, Weiss and Borrower. 3.4. ABL and Convertible Notes Forbearance Agreements. (a) The ABL Forbearance Agreement and (b) the Convertible Notes Forbearance Agreement, each in form and substance satisfactory to the Forbearing Lenders, shall have been executed by the parties thereto, and shall have become effective, in each case, substantially concurrently with the effectiveness of this Agreement, and, substantially concurrently with the effectiveness of this Agreement, the Forbearing Lenders shall have received fully executed copies thereof and copies of any and all documents that are required to be delivered thereunder at or prior to the effectiveness thereof. View More

Condition Precedent. (a) This Agreement shall become effective on the date the Administrative Agent has confirmed the satisfaction or waiver of each of the conditions contained in this Section 2 (the "Effective Date"): (i) The Administrative Agent shall have received counterparts of this Agreement duly executed and delivered by (1) the Loan Parties, (2) the Administrative Agent, and (iii) each Incremental Revolving Loan Lender; (ii) The Borrower shall have paid to the Administrative Agent all expenses payable pursua...nt to Section 9.03 of the Credit Agreement which have accrued to the Effective Date to the extent invoices therefor have been provided at least one Business Day prior to the Effective Date; (iii) The Administrative Agent shall have received the executed legal opinions of Cooley LLP, counsel for the Borrower, in form and substance reasonably satisfactory to Administrative Agent; (iv) The Administrative Agent shall have received (1) certified copies of the resolutions of the board of directors of the Borrower approving the transactions contemplated by this Agreement and the execution and delivery of this Agreement and all documents evidencing other necessary organizational action and governmental approvals, if any, with respect to this Agreement and (2) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of the Borrower and the authorization of the transactions contemplated hereby; (v) The representations and warranties of the Borrower set forth in the Loan Documents (including, without limitation, this Agreement) shall be true and correct in all material respects on and as of the Effective Date except that (1) the representations and warranties contained in Section 3.04(a) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) (subject, in the case of unaudited financial statements furnished pursuant to clause (b), to year-end audit adjustments and the absence of footnotes), 2 respectively, of Section 5.01 of the Credit Agreement, (2) to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date and (3) to the extent that such representations and warranties are already qualified or modified by materiality or words of similar effect in the text thereof, they shall be true and correct in all respects; (vi) As of the Effective Date, no Default or Event of Default shall have occurred and be continuing or will result from the execution of this Agreement and the transactions contemplated hereby as of the Effective Date; (vii) The Administrative Agent shall have received (1) a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (v) and (vi) of this Section 2(a) as of the Effective Date, and (2) a solvency certificate, dated the Effective Date and signed on behalf of the Borrower by the most senior financial officer of the Borrower, certifying that, as of the Effective Date, the Borrower and the Restricted Subsidiaries, taken as a whole, are, and after giving effect to the incurrence of any Indebtedness and obligations being incurred in connection herewith will be, Solvent; (viii) Each Incremental Revolving Loan Lender shall have received, to the extent reasonably requested at least five Business Days prior to the Effective Date, all documentation and other information required by bank regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, including, without limitation, the USA Patriot Act; and (ix) The Administrative Agent shall have received written notice from the Borrower of its request to increase the existing Revolving Commitments in accordance with Section 2.18(a) of the Credit Agreement (it being agreed by the Administrative Agent and the Incremental Revolving Loan Lenders that this Agreement shall serve as such written notice and the ten Business Day delivery requirement set forth in Section 2.18(a) of the Credit Agreement has been waived). (b) The obligation of each Incremental Revolving Loan Lender to make a Loan on the occasion of any Borrowing after the Effective Date is subject to the satisfaction of the conditions set forth in Section 4.02 of the Credit Agreement. View More

Condition Precedent. The obligation of Lender to enter into this Amendment is subject to the following conditions precedent: A. Borrowers shall have entered into, executed and delivered to Lender: (i) this Amendment; (ii) the Term Note B in the form attached hereto as Exhibit A; and (iii) Certificate(s) and assignment(s) separate from certificate executed in blank for the shares of stock of Vilex; B. Orthex shall have entered into, executed and delivered to Lender: (i) the Joinder to Revolving Note and Second Amende...d and Restated Term Note A; (ii) the Grant of Patent Security Agreement covering patents filed by Orthex; and (iii) Grant of Trademark Security Agreement covering trademarks filed by Orthex. (iv) Certificate(s) and assignment(s) separate from certificate executed in blank for the shares of stock of Vilex. C. Lender shall have received a certificate from the Secretary of Borrowers (i) attesting to the resolutions of the Board of Directors authorizing its execution, delivery and performance of this Amendment, (ii) authorizing specific officers of Borrowers to execute this Amendment, and (iii) attesting to the incumbency and signature of specific officers of Borrowers. 6 7. Waiver of Claims. Each Borrower hereby acknowledges, agrees and affirms that it currently possesses no claims, defenses, offsets, recoupment or counterclaims of any kind or nature against or with respect to the enforcement of the Existing Loan and Security Agreement or any other Loan Document or any amendments thereto (collectively, the "Claims"), nor does any Borrower now have knowledge of any facts that would or might give rise to any Claims. If facts now exist which would or could give rise to any Claim against or with respect to the enforcement of the Existing Loan and Security Agreement or any other Loan Document, as amended hereby, each Borrower hereby unconditionally, irrevocably and unequivocally waives to the extent permitted by applicable law and fully releases any and all such Claims as if such Claims were the subject of a lawsuit (other than the defense of payment in full), adjudicated to final judgment from which no appeal could be taken and therein dismissed with prejudice. View More

Condition Precedent. This Waiver and Third Amendment shall become effective as of the date first set forth above upon satisfaction of the following conditions: 6.1. This Waiver and Third Amendment. The Administrative Agent shall have received this Waiver and Third Amendment, duly executed by the Borrower, the Guarantors, and each of the Lenders;  6.2. Principal Pay down. Administrative Agent has received a principal payment of $2,800,000 and payment of all accrued, unpaid interest owing under the Loan;  6.3. Waive...r and Third Amendment Fee. The Borrower shall have paid to the Administrative Agent, for the ratable benefit of the Lenders, a one-time, non-refundable fee of $50,000;  6.4. Officer's Certificates. Administrative Agent shall have received officer's certificates and resolutions authorizing this Waiver and Third Amendment in form and substance acceptable to Administrative Agent;  6.5. Due Diligence. Administrative Agent and Lenders have received and are reasonably satisfied with all reports, inspections, and examinations required by Administrative Agent and Lenders, including a field exam;  6.6. Legal Fees and Expenses. The Administrative Agent shall have received all fees and other amounts due and payable by the Borrower, including to the extent invoiced one or before the date hereof, reimbursement or payment of all reasonable and documented out-of-pocket expenses actually incurred in connection with this Waiver and Third Amendment (including without limitation, such reasonable and documented out-of-pocket fees, disbursements, and other charges of counsel actually incurred by the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document; and 8 BN 47506159v5  6.7. Organizational Chart. The Administrative Agent shall have received a current organizational chart for all Loan Parties on or before November 30, 2021.  7. Reaffirmation and Ratification. The Borrower and each Guarantor hereby reaffirms, ratifies and confirms its Obligations under the Credit Agreement and all other Loan Documents and acknowledges that all of the terms and conditions of the Credit Agreement and all other Loan Documents, except as otherwise provided herein or therein, remain in full force and effect. The Borrower and each Guarantor further acknowledges and agrees that the liens, security interests, pledges, and assignments created by the Credit Agreement and Loan Documents are valid, effective, properly perfected, and enforceable liens, security interests, pledges, and assignments, and hereby reaffirms the grant of all liens, security interests, pledges, and assignments which each has previously granted to the Administrative Agent and Lenders. View More

Condition Precedent. The undertaking of the Investors shall be subject to and contingent upon the following: 6.1 Prior to the Effective Date, the Company shall have secured all permits, consents and authorizations that shall be necessary or required lawfully to consummate this Subscription Agreement and to issue Shares in accordance with the terms of this Subscription Agreement. The Company has all requisite corporate power to own and operate its property and assets, to perform all its obligations under all agreemen...ts and instruments to which it is a party or by which it is bound, and to carry on the business of the Company as presently conducted and as proposed to be conducted. The Company is in compliance with all applicable laws, including all laws pertaining to it as a public company. All issued and outstanding shares of the Company have been duly authorized, and are validly issued and outstanding and fully paid and non-assessable. The Shares, when issued in accordance with this Subscription Agreement, will be duly authorized, validly issued, fully paid, non-assessable, and free of any preemptive rights, and will have the rights, preferences, privileges, and restrictions set forth in the Certificate of Incorporation of the Company, and will be issued free and clear of any liens, claims, encumbrances or third party rights of any kind and duly registered in the name of the Investor in the Company's register of members. 6.2 The Company has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Investor enforceable against the Investor. 6.3 The acquisition of and subscription for the Shares by the Investor as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Investor. The Investor hereby waives, to the fullest extent permitted by law, any rights of withdrawal, rescission or compensation for damages to which the Investor might be entitled in connection with the distribution of any of the Shares. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). NONE OF THE SHARES HAVE BEEN REGISTERED UNDER THE ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SHARES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE ACT. 8.2 The Investor hereby acknowledges and agrees to the Company making a notation on its records in order to implement the restrictions on transfer set forth and described in this Subscription Agreement. View More

Condition Precedent. This Amendment shall become effective as of the date hereof (the "Amendment Effective Date") upon satisfaction or waiver of the following conditions precedent: (a)the receipt by the Administrative Agent or its counsel of counterpart signature pages to this Amendment and each other document and certificate to be executed or delivered in connection with this Amendment, as more fully described on Exhibit A hereto; (b)each Group Agent shall have received, for the benefit of the Lenders in its relate...d Group, the "Upfront Fee" in accordance with and as defined in the Third Amended and Restated Fee Letter, dated as of the date hereof, by and among the Borrower, the Group Agents and the Administrative Agent; (c)no Default, Event of Default or Potential Servicer Default shall have occurred or be continuing, the Termination Date shall not have occurred and no Event of Bankruptcy shall have occurred with respect to TFL or Tesla, Inc.; and (d)the Administrative Agent and each Group Agent shall have received such other documents, instruments and agreements as the Administrative Agent or such Group Agent may have reasonably requested. View More

Condition Precedent. The closing and effectiveness of this Amendment is subject to the following conditions precedent: 4.1Amendment. The Lender shall have executed this Agreement and the Borrowers shall have delivered, or cause to have been delivered, electronically to the Lender a fully executed PDF copy of this Amendment and the Ratification attached hereto as Exhibit A. The Borrowers will deliver to the Lender a fully executed original of this Amendment and such Ratification within ten (10) days after the Effecti...ve Date. 4.2Disbursement Authorization. The Borrowers shall have executed and delivered electronically to the Lender a fully executed PDF copy of a Loan Fee and Disbursement Authorization. The Borrowers will deliver to the Lender a fully executed original of thereof within ten (10) days after the Effective Date. 4.3Incumbency Certificates. Lender shall have received a certificate of an officer or manager of each Borrower certifying to the incumbency of the Person executing this Amendment on behalf of each such Borrower. 4.4HSBC. HSBC will have executed and delivered to the Borrowers and the Lender its consent to the Permitted Commodity Hedges and related margin account on the same terms as set forth herein. 4.5Representations and Warranties. The representations and warranties of Borrowers herein will be true. 4.6Other. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with this Amendment all the related documentation shall be satisfactory in form and substance to Lender and its counsel. View More

Condition Precedent. The obligation of Lender to modify certain of the terms and provisions of the Original Loan Documents, or make any additional advances hereunder or under the Loan (as amended, modified, or extended hereby) is subject to the conditions precedent that Lender shall have received all of the following, duly executed and in form and substance satisfactory to Lender and its legal counsel: (a) this Agreement. Modification Agreement - (b) a Modification Agreement by Lender, Affiliated Home Owner, and the... Guarantors (as defined in such Modification Agreement). (c) a closing statement dated as of the date hereof by and between Lender and Borrower. (d) a copy of the resolutions or written consents of Borrower approving this Agreement and authorizing the execution and delivery of the same. (e) a copy of the resolutions or written consents of MHPI, approving this Agreement and authorizing the execution and delivery of the same. (f) a current certificate of good standing for Borrower and MHPI from their respective states of formation. (g) UCC, bankruptcy, judgment, tax, and Lien search on Borrower, satisfactory to Lender. (h) all fees and expenses (including attorneys' fees) incurred by Lender in connection with this Agreement and the Loan Documents. (i) if required by Lender, a post-closing obligations letter dated as of the date hereof from Borrower for the benefit of Lender. View More

Condition Precedent. This Amendment shall become effective upon the satisfaction of the following conditions: (a)Receipt by the Administrative Agent of counterparts of this Amendment duly executed by the Borrowers, the Guarantors, the Administrative Agent, the Required Lenders and the Voting Participants. 13 (b)The payment by the Borrowers of all fees and expenses due and payable as of the Sixth Amendment Effective Date, including the reasonable out-of-pocket costs and expenses of the Administrative Agent and the re...asonable fees and expenses of Moore & Van Allen PLLC, special counsel to the Administrative Agent. View More

Condition Precedent. The amendments and consents contained herein shall only be effective upon the satisfaction of each of the following conditions precedent in a manner satisfactory to Agent: (a) Agent shall have received counterparts of this Amendment No. 2, duly authorized, executed and delivered by Borrowers, Guarantors and the Lenders; (b) Agent shall have received, in form and substance satisfactory to Agent, a Collateral Access Agreement in connection with the Reno Real Property, duly authorized, executed and... delivered by Reno SPE; (c) Agent shall have received in immediately available funds (or Agent has charged the loan account of Borrowers) the full amount of the fee referred to in Section 4 hereof; and (d) no Default or Event of Default shall exist or have occurred and be continuing, as of the date of Amendment No. View More