Conditions Contract Clauses (774)

Conditions. The Bank's obligation to make any advance under the Loan is subject to the conditions that as of the date of the advance: 7.1. Conditions to Effectiveness of this Agreement. The obligations of the Bank to enter into this Agreement shall not become effective until the date on which each of the conditions set forth below: (a) This Agreement. Bank shall have received an original counterpart of this Agreement, executed and delivered by a duly authorized officer of each Borrower. (b) Fees and Expense...s. Borrowers shall have paid all fees of Bank in connection with this Agreement including, without limitation, all legal fees. (c) Other Documents and Deliveries. Bank shall have received such other agreements, documents, and instruments executed in connection with this Agreement and any other materials as reasonably requested by Bank. 12 DOCVARIABLE ndGeneratedStamp 4887-8925-5180, v.4 7.2 Conditions to Each Advance. In addition to the satisfaction of the conditions set forth in Section 7.1 above, the obligation of the Bank to make a Revolving Loan and to issue, amend, renew or extend any subject LC, is subject to the satisfaction of the following conditions: (a) The representations and warranties of each Borrower set forth in this Agreement shall be true and correct on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such letter of credit, as applicable. (b) At the time of and immediately after giving effect to such Revolving Loan or the issuance, amendment, renewal or extension of such subject LC, as applicable, no Default or Event of Default shall have occurred and be continuing. (c) After giving effect to any Revolving Loan or the issuance of any subject LC, the aggregate outstanding balance of the Revolving Loans plus the aggregate face amount of all outstanding subject LCs shall not exceed $90,000,000. Each Revolving Loan and each issuance, amendment, renewal or extension of a subject LC shall be deemed to constitute a representation and warranty by each Borrower on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section. View More

Conditions. The effectiveness of this Amendment is subject to the following conditions precedent: 6.1. Amendment. The Borrower and the Bank shall have executed and delivered one or more counterparts of this Amendment. 6.2. Payment of Fees. The Borrower shall pay to the Bank the fees and expenses set forth in paragraph 10 of this Amendment. 6.3. Other Conditions. The Bank shall have received any and all other certificates, statements, opinions and other documents required by the terms of this Amendment or ot...herwise requested by the Bank. View More

Conditions. The effectiveness of this Amendment is subject to the following conditions precedent: 4.1. Amendment. The Borrower and the Bank shall have executed and delivered one or more counterparts of this Amendment. 4.2. Consent and Reaffirmation of Guarantors and Pledgors. The Borrower shall have caused Gary Bowman and Bowman Consulting Group DC PC to have executed and delivered to the Bank the Consent and Reaffirmation of Guarantors and Pledgors attached hereto. 4.3. Other Conditions. The Bank shall hav...e received any and all other certificates, statements, opinions and other documents required by the terms of this Amendment or otherwise requested by the Bank. View More

Conditions. Boeing's obligations under this Part 3 of Exhibit C, "Boeing Service Life Policy," (Policy) are conditioned upon the following: 4.1 Customer must notify Boeing in writing of the failure within three months after it is discovered. 4.2 Customer must provide reasonable evidence that the claimed failure is covered by this Policy and if requested by Boeing, that such failure was not the result of:(i) a defect or failure in a component not covered by this Policy, (ii) an extrinsic force, (iii) an act ...or omission of Customer, or (iv) operation or maintenance contrary to applicable governmental regulations or Boeing's instructions.AGTA-ASA CAGTA_Exhibit_C 3-2 Rev. : 11/23/04BOEING PROPRIETARY 4.3 If return of a failed SLP Component is practicable and requested by Boeing, Customer will return such SLP Component to Boeing at Boeing's expense. 4.4 Customer's rights and remedies under this Policy are limited to the receipt of a Correction pursuant to Article 2 above. View More

Conditions. When each of the following conditions has been completely satisfied as determined by the Administrative Agent in its reasonable discretion on the date of this Amendment (the "Effective Date"), the amendments to the Credit Agreement described in Section 2 of this Amendment shall be deemed to have become effective as of August 6, 2020: (a) Documents. The Administrative Agent shall have received each of the following agreements, instruments and other documents, in each case in form and substance re...asonably satisfactory to the Administrative Agent: (i) this Amendment duly executed and delivered by the Loan Parties, the Lenders and the Administrative Agent; and (ii) such other documents, agreements, instruments, certificates, opinions and other items as the Administrative Agent may reasonably request in connection with this Amendment, including the documents, agreements, instruments, certificates, opinions and other items listed on the document checklist attached hereto as Exhibit B. (b) Representations and Warranties; No Default. As of the date hereof (and, if different, also as of the Effective Date): (i) the representations and warranties contained herein, in the Amended Credit Agreement (other than with respect to the second sentence of Section 3.05(a) therein) and in each other Loan Document shall be true and correct in all material respects (both immediately before and after giving effect to consummation of the amendments and other transactions contemplated hereby), except to the extent any such representation and warranty expressly refers to an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date; provided, however, that, solely for the purposes of the representation and warranty set forth in Section 3.04(b) of the Credit Agreement, the term "Material Adverse Effect" will exclude the known and reasonably foreseeable effects, as reflected in financial statements and projections delivered to the Administrative Agent prior to the Effective Date on the Loan Parties and their Subsidiaries (including, without limitation, on the business, assets, operations or condition, financial or otherwise, thereof) of the COVID-19 epidemic, pandemic and disease; and (ii) no Default or Event of Default shall exist (after giving effect hereto and consummation of the transactions contemplated hereby). (c) Proceedings. All resolutions, consents and other corporate or limited liability company proceedings taken or to be taken in connection with the transactions contemplated hereby, and all agreements, instruments, certificates and other documents relating thereto, shall be in form and substance satisfactory to the Administrative Agent, as determined in its sole and absolute discretion, and shall be in full force and effect. (d) Fees. All reasonable, out-of-pocket expenses required to be paid to the Administrative Agent's special counsel on or prior to the Effective Date pursuant to Section 9.03 of the Amended Credit Agreement shall have been paid in full. View More

Conditions. Any payments or benefits made or provided pursuant to this Agreement are subject to the Executive's: (a)compliance with the provisions of Sections 10(a), 10(b), 10(c) and 10(e) hereof; (b)delivery to the Company of an executed Agreement and General Release (the "General Release"), which shall be substantially in the form attached hereto as Appendix A (with such changes therein or additions thereto as needed under then applicable law to give effect to its intent and purpose) within the period set... forth in the General Release; and (c)delivery to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans with the General Release.If the Executive fails to return an executed General Release to the Company within such twenty-one (21) day period, or the Executive subsequently revokes such timely release, the Company shall not have any obligation to pay any amounts or benefits under Section 5 of this Agreement. The Executive shall provide the General Release in the same manner as providing written notice to the Company under Section 9 above. Exhibit 10.1 12.Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and the President of the Company or his designee. No waiver by either party hereto at any time of any breach by the other party hereto of, or of any lack of compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of Pennsylvania without regard to its conflicts of law principles. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed. The obligations of the Company and the Executive under this Agreement which by their nature may require either partial or total performance after its expiration shall survive any such expiration. View More

Conditions. Notwithstanding anything to the contrary in this Commitment Letter, the Fee Letter or any other agreement or other undertaking concerning the financing of the Transactions, the Commitment Parties' commitments and agreements hereunder are subject solely to the satisfaction or waiver of the conditions expressly set forth in Annex C hereto, it being understood that there are no conditions (implied or otherwise) to the commitments hereunder (including compliance with the terms of the Commitment Lett...er, the Fee Letter and the Bridge Facility Documentation (as defined in Annex B)) other than those that are expressly stated in Annex C hereto to be conditions to the funding under the Bridge Facility on the Closing Date (and upon satisfaction or waiver of such conditions, the initial funding under the Bridge Facility shall occur). Notwithstanding anything in this Commitment Letter to the contrary, (a) the only representations the accuracy of which will be a condition to the availability of the Bridge Facility on the Closing Date will be (i) the representations made by or with respect to the Contributed Business in the Acquisition Agreement as are material to the interests of the Lenders and the Arrangers (in their capacities as such), but only to the extent that Icon or its affiliates have the right (taking into account any applicable cure provisions) to decline to consummate the Acquisition or to terminate Icon or its affiliates' obligations (or otherwise do not have an obligation to close) under the Acquisition Agreement as a result of a failure of such representations in the Acquisition Agreement to be true and correct (the "Acquisition Agreement Representations") and (ii) the Specified Representations (as defined below), and (b) the terms of the Bridge Facility Documentation and the Closing Deliverables (as defined in Annex C) will be such that they do not impair the availability of the Bridge Facility on the Closing Date if the conditions set forth in Annex C hereto are satisfied. As used herein, "Specified Representations" means the representations and warranties of the Borrower in the Bridge Facility Documentation relating to its corporate existence; corporate power and authorization of the Borrower to enter into the Bridge Facility Documentation; due execution and delivery by the Borrower of the Bridge Facility Documentation; no contravention (with respect to execution, delivery, performance and borrowing of loans under the Bridge Facility on the Closing Date by the Borrower) of the Bridge Facility Documentation with the organizational documents of the Borrower or any agreement or instrument evidencing debt for borrowed money of the Borrower in a committed or an outstanding aggregate principal amount in excess of $100,000,000 determined on a pro forma basis giving effect to the Transactions without giving effect to any "material adverse effect" qualification with respect to the no contravention representation set forth in the Bridge Facility Documentation; enforceability of the Bridge Facility Documentation against the Borrower; absence of default (limited to no payment or bankruptcy event of default with respect to the Borrower, and no intentional breach of the fundamental changes negative covenant by the Borrower (provided that it is understood that the transactions contemplated by the Separation Agreement and the Acquisition Agreement shall not constitute such a breach)); Federal Reserve margin regulations; Investment Company Act; solvency 3 as of the Closing Date (after giving effect to the Transactions) of the Borrower and its subsidiaries on a consolidated basis (such representation and warranty to be consistent with the solvency certificate in the form set forth in Annex C-I); the Patriot Act, and use of proceeds of the loans of the Bridge Facility not in contravention of OFAC and other applicable sanctions laws and the Foreign Corrupt Practices Act and other applicable anticorruption laws. This paragraph, and the provisions herein, shall be referred to as the "Limited Conditionality Provision". View More