Condition Precedent Contract Clauses (1,754)

Condition Precedent. This Amendment shall become effective upon receipt by the Lender of counterparts of this Amendment, properly executed by the Borrower, each Guarantor, and the Lender.

Condition Precedent. Lender's obligations under this Agreement are subject to the following conditions precedent; (a) Lender shall have received from Borrower, in a form and substance satisfactory to Lender, the duly executed documents, instruments, information, agreements, notes, guarantees, certificates, orders, authorizations, financing statements, and other such documents that Lender may reasonably request. (b) The representations and warranties of Borrower as set forth in Section 10 shall be true and correct in... all material respects as of the date hereof. (c) Lender shall have received, in form and substance satisfactory to Lender, all information that Lender has reasonably requested to conduct its due diligence on the Borrower. (d) Lender shall have received the results of lien searches for the Borrower as Lender shall reasonably request. (e) There shall not be pending or, to the best knowledge of the Borrower threatened, any litigation, action, charge, claim, demand, suit, proceeding, petition, governmental investigation, or arbitration by, against, or affecting the Borrowers or any property of the Borrower that has not been disclosed by the Borrower to Lender in writing, and there shall have occurred no development in any such action, charge, claim, demand, suit, proceeding, petition, governmental investigation, or arbitration that, in Lender's opinion, would reasonably be expected to have a materially adverse effect upon Borrower. (f) Borrower shall have received all requisite governmental and third-party approvals and consents, if any, necessary for the Borrower to enter into and perform its obligations under this Agreement, all in form and substance satisfactory to Lender. View More

Condition Precedent. The effectiveness of this Agreement is subject to satisfaction of all of the following conditions: (a) Bank's receipt of this Agreement and such other agreements and instruments reasonably requested by Bank pursuant hereto, each duly executed by Borrower; (b) Execution and delivery by Parent of a Reaffirmation of Guarantee in form and content acceptable to Bank in its sole discretion; (c) Approval, as required, of Ex-Im; (d) Bank's receipt of payment of a portion of the Extension Fee in the amou...nt of $1,500; (e) Bank's receipt of payment of all expenses incurred through the Effective Date including, without limitation, all of Bank's legal fees; and (f) Bank's receipt of such other documents and completion of such other matters as Bank may reasonably deem necessary or appropriate. View More

Condition Precedent. 3.1 The following is a condition precedent to the effectiveness of this Amendment: A.

Condition Precedent. The effectiveness of this Agreement is subject to satisfaction of the following conditions precedent: (a) Administrative Agent shall have received this Agreement, duly executed and delivered by New Lender, Increasing Lender, Administrative Agent, and Borrower; (b) a Note for New Lender (to the extent requested by New Lender); (c) Administrative Agent shall have received a certificate of each Loan Party dated as of the date hereof (in sufficient copies for each Lender) signed by a Responsible Off...icer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to this Agreement, and (ii) in the case of Borrower, certifying that, before and after giving effect to this Agreement, (A) the representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this paragraph, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement, and (B) no Default exists or would result from giving effect to this Agreement; (d) (x) upon the reasonable request of any Lender made at least fifteen days prior to the date hereof, Borrower shall have provided to such Lender, and such Lender shall be reasonably 2 satisfied with, the documentation and other information so requested in connection with applicable "know your customer" and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least ten (10) days prior to the date hereof and (y) at least ten (10) days prior to the date hereof, any Loan Party that qualifies as a "legal entity customer" under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party; (e) the representations and warranties set forth herein shall be true and correct; (f) no Default shall have occurred and be continuing or would result from giving effect to this Agreement; (g) payment by Borrower of all fees and other amounts due and payable on or prior to the date hereof, including, without limitation, any applicable fees set forth in any applicable Fee Letter or any other Loan Document, and reimbursement or payment of all costs and expenses required to be reimbursed or paid by Borrower hereunder, including all fees, charges and disbursements of counsel to Administrative Agent (directly to such counsel if requested by Administrative Agent); and (h) receipt by Administrative Agent of such other documents or instruments as Administrative Agent may reasonably require to evidence the increase in the Commitment of any Lender and to ratify each Loan Party's continuing obligations under the Credit Agreement and under the other Loan Documents. View More

Condition Precedent. The obligation of Purchaser to make the Loan hereunder is subject to the following conditions precedent: 4.1. Closing. Company shall have delivered to Purchaser, prior to the initial disbursement of the Loan (the "Closing"), the following: 4.1.1. the duly executed Note; and 4.1.2. such other instruments and documents as Purchaser reasonably deems necessary to effect the transactions contemplated hereby. 4.2. Documents Required for Each Disbursement. Company shall have delivered to Purchaser, pri...or to each disbursement of the Loan made by Purchaser subsequent to the Closing, documentation reasonably required by Purchaser to support the payment as defined in Schedule 3.2 (Disbursements). 4.3. Certain Events. At the time of, and as a condition to, the Closing, and each disbursement of the Loan to be made by Purchaser at or subsequent to the Closing: 4.3.1. no Event of Default shall be have occurred and to be continuing, and no event shall have occurred and be continuing that, with the giving of notice or passage of time or both, would constitute an Event of Default; 4.3.2. no material adverse change shall have occurred in the business prospects, financial condition, or results of operations of Company since April 15, 2021 (the date of Company's most recent filing of its Form 10-K annual report with the US Securities and Exchange Commission); and 4.3.3. this Agreement and all agreements and instruments related to or referred to herein (including, but not limited to, the Note) (collectively, the "Loan Documents") shall have remained in full force and effect. View More

Condition Precedent. The effectiveness of the amendment contained in Section 2 hereof is subject to the satisfaction of each of the following conditions precedent (collectively, the "Conditions Precedent"), in form and substance satisfactory to Agent, unless satisfaction thereof is specifically waived in writing by Agent: (a) Agent shall have received counterparts of each of the following, duly executed by each Person party thereto: (i) this Amendment; (ii) a Confirmation and Reaffirmation, in the form attached to t...his Amendment; (iii) a Secretary's Certificate of Resolutions of the Board of Directors of Holdings, in the form attached to this Amendment; and (iv) Secretary's Certificates of Resolutions of the Board of Managers of each Guarantor, in the form attached to this Amendment. View More

Condition Precedent. This Amendment shall become effective on the date on which the following conditions are satisfied (the "Second Amendment Effective Date"): (a) after giving effect to this Amendment, no Default or Event of Default shall exist; (b) the Administrative Agent (or its counsel) shall have received counterparts of this Amendment, duly executed by the Borrower, each Guarantor and each of the Lenders (including the New Lenders); (c) the Administrative Agent shall have received for each Lender a promissory... note or an amended and restated promissory note reflecting such Lender's Commitment after giving effect to this Amendment; (d) the Administrative Agent shall have received a favorable written opinion of Locke Lord LLP, counsel for the Borrower, in form and substance reasonably satisfactory to the Administrative Agent; (e) the Administrative Agent shall have received from the Borrower a certificate of each Obligor signed by an authorized officer of such Obligor certifying and attaching the resolutions adopted by such Obligor approving or consenting to the increase of the Commitments pursuant to this Amendment; and (f) all fees and expenses payable to the Administrative Agent (including the fees and expenses of counsel to the Administrative Agent) accrued to date and billed shall have been paid 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. View More

Condition Precedent. The Borrower shall execute and deliver, or cause to be executed and delivered, to the Bank, each of the following as express conditions precedent to the effectiveness of the amendments and modifications contemplated by this Third Amendment: (a)This Third Amendment; (b)Replacement Revolver Note; (c)First Amendment to First Amended and Restated Intercreditor Agreement; (d)Closing certificates from each of the Borrowers; and (e)One executed original of the Guaranty Ratification, executed by the Gua...rantor. View More

Condition Precedent. The effectiveness of this Amendment shall be subject to Lender's receipt of this Amendment, duly executed by each Borrower.