Conditions Clause Samples

Conditions. 10.1 Valeura’s obligation to purchase the CRBV Shares and to take any other actions required to be taken by Valeura at the Closing, whether under this Agreement, the CRBV Share Purchase Agreement or otherwise, is subject to the satisfaction, at or prior to Closing or such earlier date as may be set forth below, of each of the following conditions (any or all of which may be waived by Valeura, in whole or in part): (a) the receipt by Valeura at Closing of: (i) the TBNG Share Purchase Agreement executed and delivered by MMC, and all documents contemplated thereunder to be delivered by Closing; (ii) evidence that closing is occurring concurrently under the TBNG Share Purchase Agreement, that all conditions set forth therein have been satisfied (as opposed to any such conditions being waived), and that all representations and warranties therein are true and correct; (iii) a fully executed copy of the PTI Share Purchase Agreement, together with evidence that closing is occurring concurrently thereunder, that all conditions set forth therein have been satisfied (as opposed to any such conditions being waived), and that all representations and warranties therein are true and correct; (iv) fully executed copies of the ACA and each ATA; (v) a fully executed copy of the CRBV NPI Agreement; (vi) fully executed copies of Collection Account Agreement, together with confirmation that the security contemplated by the CRBV NPI Agreement can be registered in British Virgin Islands immediately after Closing in priority to any other Person; and (vii) fully executed copies of each of the Restated Escrow Agreement, the Gas Facilities Agreement, the Gas Marketing Agreement, the Joint Operating Agreement and the Gaziantep Joint Operating Agreement by no later than Closing. (b) the receipt by Valeura prior to Closing of each consent, report, document and other material or instrument required to be submitted to the GDPA in connection with obtaining GDPA Approval; (c) each other Party having performed and satisfied in all material respects all of its obligations and liabilities under this Agreement, the TBNG Share Purchase Agreement, the PTI Share Purchase Agreement, the CRBV Share Purchase Agreement, the ACA and the ATAs; (d) the representations and warranties of TPL and TWL herein, and of MMC in the CRBV Share Purchase Agreement, being true and correct in all material respects as of the Closing Date as if made on the Closing Date; (e) Valeura being satisfied there has been no mat...

Conditions. (a) The Company, on its own initiative, shall not change the terms and conditions of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal). (b) Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date of the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been made.

Conditions. 2.1 Subject to the terms of the Mandate Documents, the Underwriter is pleased to offer to underwrite and provide to the Borrower 100% of the Facility. 2.2 The Underwriter’s offer to underwrite the Facility is subject to satisfaction of the following conditions: (a) compliance by the Co-Borrowers with all the terms of each Mandate Document in all material respects and the Mandate Documents not having been terminated in accordance with the terms thereof; (b) the preparation, execution and delivery of the Facility Agreement (in accordance with the Term Sheet and otherwise in form and substance mutually satisfactory to the Co-Borrowers and the Underwriter) by no later than six months after the date of this Letter or any later date agreed between the Co-Borrowers and the Mandated Lead Arranger; (c) there being no material adverse changes in the business, financial conditions, or assets of the Co-Borrowers and the Target; (d) satisfaction of all conditions precedent to utilisation set out in the sections headed “Conditions Precedent” and “Further Conditions Precedent” in the Term Sheet; and (e) it not being illegal or unlawful for the Underwriter (or any Affiliate of the Underwriter) if the Underwriter were to perform any of its obligations as contemplated under the Mandate Documents or to fund, make available or maintain its participation under the Facility. 2.3 If it is or becomes unlawful in any applicable jurisdiction for the Underwriter (or any Affiliate of the Underwriter) to perform any of its obligations as contemplated by the Mandate Documents or to fund, make available or maintain its participation under the Facility, the Mandated Lead Arranger shall: (a) promptly notify the Co-Borrowers upon becoming aware of that event; and (b) in consultation with the Co-Borrowers, take all reasonable steps to mitigate any circumstances which arise and which would result in its underwriting in respect of the Facility not being available including (but not limited to) transferring its rights and obligations under the Mandate Documents to one or more of its Affiliates provided that: (i) the Co-Borrowers shall promptly, jointly and severally, indemnify the Underwriter for all costs and expenses reasonably and properly incurred by the Underwriter as a result of steps taken by it pursuant to this paragraph (b); and (ii) the Underwriter is not obliged to take any such steps if, in the opinion of the Underwriter (acting reasonably), to do so might be materially prejudicial...

Conditions. Completion is conditional on each of the following Conditions being satisfied (or waived in accordance with Clause 3.3 (Waiver of Conditions)) on or before the Long Stop Date: 3.1.1 there has been no material breach of any of the Warranties as given on the date of this Agreement and as at Completion as if made on that date; 3.1.2 there has been no material breach by the Group, the Founder or the Founder Entity of any provision contained in this Agreement (including without limitation Schedule 5 (Action pending Completion); 3.1.3 there has been no Material Adverse Change to the Group, the Founder and/or the Founder Entity since the date of this Agreement; 3.1.4 the due execution of the Transaction Documents that are required to be executed by each of the relevant parties thereto (other than the Investors); 3.1.5 the passing of written resolutions of the Company (i) approving the issue of the Subscription Shares upon Completion; (ii) adopting the Articles of Association containing the rights, powers and preferences of the Shares; and (iii) Shareholders other than Investors waiving their respective pre-emption right in connection with the issuance of Series C Shares; 3.1.6 the Company delivering to the Investors an opinion as to the laws of the Cayman Islands dated as of the Completion Date addressed to the Investors in substantially the form set out in Exhibit 4 (Form of Cayman Legal Opinion); 3.1.7 the Company delivering to the Investors an opinion as to the laws of the PRC dated as of the Completion Date addressed to the Investors in substantially the form set out in Exhibit 5 (Form of PRC Legal Opinion); 3.1.8 the due execution by each of the Key Managers, on the one hand, and the relevant Group Company, on the other hand, of an employment contract including provisions on non-competition, confidentiality and intellectual property in a form satisfactory to the Lead Investor; and 3.1.9 The Structured Contracts have been duly executed and the equity interests of the Targets have been pledged to the WFOE and such pledge have been duly registered with AMR, which shall be satisfactory to the Lead Investor at its sole discretion.

Conditions. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent:

Conditions. This Amendment shall become effective as of the date hereof (the “First Amendment Effective Date”) upon receipt by the Administrative Agent of each of the following, in each case in form and substance satisfactory to the Administrative Agent: (a) duly executed counterparts to this Amendment from the Borrower, each other Loan Party and the Required Lenders; (b) a certificate, signed by a Responsible Officer of the Borrower, stating that (i) no Event of Default has occurred and is continuing, or would result immediately after giving effect to this Amendment, and (ii) the representations and warranties contained in Article III of the Credit Agreement and Section 4 below are true and correct in all material respects as of the First Amendment Effective Date (or in all respects as of such date if such representation and warranty is qualified by Material Adverse Effect or other materiality qualifier) (including with respect to solvency as of the First Amendment Effective Date); (c) a customary written opinion (addressed to the Administrative Agent and the Lenders and dated the First Amendment Effective Date) of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties, and covering such matters relating to the Loan Parties and this Amendment, as the Administrative Agent shall reasonably request; and (d) payment from the Borrower of all fees due and payable as of the First Amendment Effective Date and all expenses required to be reimbursed by the Borrower for which invoices have been presented to the Borrower (including the reasonable fees and expenses of legal counsel), each case on or before the First Amendment Effective Date.

Conditions. To the extent that Contractor has received an award for Lot 4, Implementation Services, the following terms and conditions apply to Lot 4, Implementation Services.

Conditions. For purposes of determining compliance with the conditions specified in Section 3, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Agent shall have received notice from such Lender prior to the Amendment Effective Date specifying its objection thereto.

Conditions. The Incremental Revolving Commitment shall become effective as of such Revolving Commitment Increase Effective Date; provided that: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction.