Conditions Precedent to Closing Clause Samples
The "Conditions Precedent to Closing" clause defines the specific requirements or events that must be satisfied before the parties are obligated to complete a transaction, such as a merger or asset purchase. These conditions may include obtaining regulatory approvals, securing financing, or ensuring that all representations and warranties remain true up to the closing date. By clearly outlining these prerequisites, the clause protects both parties by ensuring that critical obligations are met before finalizing the deal, thereby reducing the risk of post-closing disputes or unmet expectations.
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Conditions Precedent to Closing. Each purchase of Mortgage Loans hereunder shall be subject to each of the following conditions:
(a) All of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide;
(b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documents:
(i) this Agreement, in four counterparts;
(ii) the Custodial Agreement, in four counterparts;
(iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto;
(iv) an Opinion of Counsel to the Seller;
(v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable;
(vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule;
(c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents:
(i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule;
(ii) this Agreement, as originally executed (subject to amendments), in four counterparts;
(iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts;
(iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto;
(v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans);
(vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and
(vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto.
(d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.
Conditions Precedent to Closing. The Local Church and Annual Conference acknowledge and agree that the obligations of the parties to effectuate the Closing on or about the Disaffiliation Date are expressly contingent and conditional on the following:
Conditions Precedent to Closing. Date This Agreement shall become effective at such time as the following conditions precedent having been satisfied in a manner satisfactory to the Agent (and in the case of any documents, agreements or other deliveries, such documents, agreements and deliveries shall be in form and substance satisfactory to the Agent), in each case with the consent of the Majority Lenders to the extent required in clauses (a) through (w) hereof or Section 13.2(a)(ii) hereof:
(a) This Agreement and the other Loan Documents have been executed by each party thereto and each Loan Party shall have performed and complied with all covenants, agreements and conditions contained herein and in the other Loan Documents which are required to be performed or complied with by such Loan Party before or on such Closing Date.
(b) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as of the Closing Date as if made on such date (both immediately prior to, and after giving effect to, such extension of credit).
(c) No Default or Event of Default shall exist on the Closing Date, or would exist after giving effect to the Loans to be made on such date or the Letters of Credit to be issued or the Credit Support to be provided on such date.
(d) The Agent and the Lenders shall have received such opinions of counsel (concerning, among other things, entry of the order confirming the Plan of Reorganization and proper notice having been given) for the Loan Parties as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance reasonably satisfactory to the Agent, the Lenders, and their respective counsel.
(e) The Borrower shall have paid all fees and expenses of the Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby, including, without limitation pursuant to the Fee Letter.
(f) To the extent not previously provided under the DIP Loan Agreement, the Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, of all insurance coverage as required by the Agreement.
(g) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Loan Parties and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and Combined Availability, and to cond...
Conditions Precedent to Closing. The obligation of Lender to make the Loan hereunder is subject to the fulfillment by Borrower or waiver by Lender of the following conditions precedent no later than the Closing Date:
Conditions Precedent to Closing. At the time of the execution and delivery of this Agreement, Lender shall have received, in form and substance reasonably satisfactory to Lender, all of the following (unless Lender has agreed to waive such condition or document, in which case such condition or document shall be a condition precedent to the making of any Loan and shall be deemed added to Section 3.2):
Conditions Precedent to Closing. The obligation of Lender to make the Loan hereunder is subject to the fulfillment by Borrower or waiver by Lender of all of the conditions precedent to closing set forth in the application or term sheet for the Loan delivered by Borrower to Lender and the commitment or commitment rider, if any, to the application or term sheet for the Loan issued by Lender.
Conditions Precedent to Closing. The Closing is subject to the satisfaction of each of the conditions set forth in this Section 7.1 on the Closing Date.
Conditions Precedent to Closing. The agreement of Bank to enter into this Agreement on the Closing Date is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, each of the following items and completed each of the following requirements:
(a) this Agreement;
(b) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement;
(c) a financing statement (Form UCC-1);
(d) payment of the Bank Expenses then due specified in Section 2.5, which may be debited from any of Borrower’s accounts with Bank;
(e) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral;
(f) current financial statements, including company prepared statements for Borrower’s most recently ended fiscal year, company prepared consolidated balance sheets, income statements and statements of cash flows for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request;
(g) current Compliance Certificate in accordance with Section 6.2;
(h) a warrant to purchase Borrower’s Series A-3 preferred stock issued by Borrower in favor of Bank;
(i) an amended and restated warrant to purchase Borrower’s Series A-1 preferred stock issued by Borrower in favor of Bank;
(j) a Borrower Information Certificate;
(k) such other documents or certificates, and completion of such other matters, as Bank may reasonably request; and
(l) Borrower shall have opened and funded not less than $50,000 in deposit accounts held with Bank.
Conditions Precedent to Closing. 10.1. The obligations of Purchaser to consummate the transactions contemplated by this Agreement are subject to each of the following conditions, any one or more of which may be waived in whole or in part by Purchaser:
(a) The representations and warranties set forth in Section 4.1 hereof shall be true and correct in all material respects at and as of the Closing Date with the same effect as though the same had been made on and as of said date, and at the Closing, Seller shall deliver to Purchaser a certification to such effect.
(b) The relocation and expansion of certain Tenants and modification of certain Leases as more fully set forth on Exhibit S attached hereto and made a part hereof have been completed and approved by Purchaser.
(c) Seller shall have complied with and performed all material agreements and conditions required by this Agreement to be performed or complied with prior to or as of the Closing Date.
(d) Purchaser shall have received the Tenant Estoppels from all Tenants above 2,000 square feet of net rentable area prior to Closing (the "Required Estoppels"). Seller shall have the option, but not the obligation, to provide Purchaser with a certificate of Seller (a "Seller Certificate") addressing, in the same manner as provided in an estoppel certificate acceptable in form and substance to Purchaser, the items set forth in each Tenant Estoppel Certificate comprising the Required Estoppels which Seller is required, but is unable, to obtain, it being agreed and understood that the Seller Certificate shall not cover a square footage greater than twenty percent (20%) of the net rentable area at the Property, excluding the space leased to Chrysler, ▇▇▇▇▇▇ Homes, USA Mobile and Hitachi, unless otherwise agreed to by Purchaser. Notwithstanding the above, Purchaser shall have the option of terminating this Agreement if Seller is unable to deliver an estoppel certificate in form and substance satisfactory to Purchaser for either Chrysler, ▇▇▇▇▇▇ Homes, USA Mobile or Hitachi.
(e) Purchaser may conduct interviews with any or all of the Tenants with the Seller or an agent of Seller present.
Conditions Precedent to Closing. Each purchase of Mortgage Loans hereunder shall be subject to each of the following conditions:
(a) All of the representations and warranties of Seller under the Cendant Guide, and of Seller and Purchaser under this Agreement shall be true and correct as of the Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the Cendant Guide;
(b) Purchaser shall have received, or Purchaser's attorneys shall have received in escrow, all closing documents as specified herein, in such forms as are agreed upon and acceptable to Purchaser, duly executed by all signatories other than Purchaser as required pursuant to the respective terms thereof;
(c) All other terms and conditions of this Agreement shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.