Conditions Precedent to the Closing Date Sample Clauses
The 'Conditions Precedent to the Closing Date' clause defines the specific requirements and actions that must be fulfilled by one or both parties before the transaction can be finalized on the closing date. These conditions may include obtaining regulatory approvals, securing financing, delivering necessary documents, or ensuring that no material adverse changes have occurred. By clearly outlining these prerequisites, the clause ensures that both parties are protected and that the transaction only proceeds when all agreed-upon conditions are satisfied, thereby reducing the risk of disputes or incomplete transactions.
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Conditions Precedent to the Closing Date. The Closing Date, the obligation of each Lender to make the initial Credit Extensions of Term A Loans (other than Term A-2 Loans), Term B Loans and Revolving Credit Loans, and of the L/C Issuer to issue Letters of Credit, shall, in each case, be subject to Section 11.25 and the following conditions:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or “pdf” or similar electronic format (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party and each in form and substance reasonably satisfactory to the Applicable Administrative Agent and its legal counsel:
(i) a Note executed by each applicable Borrower in favor of each Lender that has requested a Note;
(ii) each document necessary to satisfy the Collateral and Guaranty Requirements with respect to the Loan Parties and assets thereof in existence as of the Closing Date, including those documents listed on Schedule 4.02(a)(ii) under the caption “Closing Date Matters”, together with any other documents and instruments as may be necessary or advisable in the reasonable opinion of the Applicable Administrative Agent to vest in the Applicable Administrative Agent valid and subsisting first priority perfected Liens (subject as to priority to Permitted Liens (other than with respect to Equity Interests pledged pursuant to any Pledge Agreement)) on the properties purported to be subject to the Collateral Documents as of the Closing Date, enforceable against all third parties in accordance with their terms; provided that to the extent that after the Effective Date, Holdings or SpinCo or any of their respective Subsidiaries create or acquire any assets as to which a Lien is required to be created or perfected pursuant to the Collateral and Guaranty Requirements, Holdings shall promptly notify the Applicable Administrative Agent in reasonable detail in writing thereof, and the Applicable Administrative Agent may supplement Schedule 4.02(a)(ii), under the caption “Closing Date Matters”, consistent with the Collateral and Guaranty Requirements, to include any agreements, documents or actions of the types specified in the first parenthetical of the last paragraph of this Section 4.02;
(iii) a certificate of a Responsible Officer of each Loan Party certifying as to the Organization Documents thereof together with copies of the Organization Documents of such Loan Party annexed thereto;
(iv) suc...
Conditions Precedent to the Closing Date. The obligations of the Lenders to make Advances and of each Issuing Bank to issue Letters of Credit hereunder were subject to the following conditions having been satisfied or waived (the first such date on which each of the following conditions were satisfied or waived, the “Closing Date”):
(a) Since March 22, 2021, there has not been any effect, change, event, circumstance, condition, occurrence or development that has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect (as defined in the Merger Agreement) on the Company (as defined in the Merger Agreement).
(b) The Company shall have paid on the Closing Date all fees required to be paid pursuant to or in connection with this Agreement, to the extent invoiced at least three business days prior to the Closing Date (except as otherwise reasonably agreed by the Company) (which amounts may be offset against the proceeds of the Facilities).
(c) On the Closing Date, the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Closing Date, certifying to the occurrence or satisfaction clauses (a) and (h) of this Section 3.02 substantially concurrently with the occurrence of the Closing Date.
(d) The Agent shall have received on or before the Closing Date copies of the following, each dated the Closing Date, in form and substance reasonably satisfactory to the Agent:
(i) The Notes to the Lenders to the extent requested by any Lender pursuant to Section 2.16 prior to the Closing Date.
(ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes.
(iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder, and attaching (x) the charter and by-laws of the Company certified, to the extent applicable, as of a recent date by the applicable state governmental authority and (y) a good standing certificate (to the extent such concept exists) from the applicable state governmental authority of the Company’s jurisdiction of incorporation.
(iv) A customary opinion of Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP,...
Conditions Precedent to the Closing Date. The obligation of the Lender to enter into the Loan Documents is subject to the satisfaction or the following conditions precedent:
(a) The Lender shall have received, a written opinion of counsel for the Loan Parties in form and substance reasonably satisfactory to the Lender.
(b) The Lender shall have received (i) a copy of the certificate of incorporation or formation, as applicable, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; and (ii) a certificate signed by an officer of each Loan Party dated as of the Closing Date and certifying (A) that attached thereto is a true and complete copy of the operating agreement or bylaws of each Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly authorizing the execution, delivery and performance of the Loan Documents and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (C) that the certificate of incorporation or formation, as applicable of each Loan Party has not been amended since the date of the last amendment thereto shown on the certificate of incorporation furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer of the Loan Parties executing any Loan Document or any other document delivered in connection herewith on behalf of the Loan Parties.
(c) The Lender shall have received a certificate, dated as of the Closing Date and signed by an officer of the Borrower, confirming compliance with the conditions precedent set forth in this Section 4.2 and confirming that: (i) the representations and warranties set forth in Article III and in each other Loan Document are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation...
Conditions Precedent to the Closing Date. This Agreement shall become effective on and as of the first date on which the following conditions precedent have been satisfied (and the obligation of each Lender to make an Advance or of the Issuing Bank to issue a Letter of Credit on the occasion of the Initial Extension of Credit hereunder is subject to the satisfaction of such conditions precedent before or concurrently with the Closing Date):
(a) The Administrative Agent shall have received on or before the Closing Date the following, each dated such day (unless otherwise specified), in form and substance reasonably satisfactory to the Lenders (unless otherwise specified) and (except for the Notes) in sufficient copies for each Lender:
(i) Duly executed counterparts of this Agreement.
(ii) The Notes payable to the order of the Lenders to the extent requested in accordance with Section 2.16(a).
(iii) The Security Agreement, together with evidence that all other actions that the Collateral Agent may reasonably deem necessary or desirable in order to perfect and protect the liens and security interests created under the Collateral Documents and the required priority thereof has been taken.
(iv) Certified copies of the resolutions of the boards of directors of each of ▇▇▇▇ and each Guarantor approving the execution and delivery of this Agreement and each other Loan Document to which it is, or is intended to be a party, and of all documents evidencing other necessary constitutive action and, if any, material governmental and other third party approvals and consents, if any, with respect to this Agreement, the other Transactions and each other Loan Document.
(v) A copy of the charter or other constitutive document of each Loan Party and each amendment thereto, certified (as of a date reasonably acceptable to the Administrative Agent) by the Secretary of State of the jurisdiction of its incorporation or organization, as the case may be, thereof as being a true and correct copy thereof.
(vi) A certificate of each Loan Party signed on behalf of such Loan Party by a Responsible Officer, dated the Closing Date (the statements made in which certificate shall be true on and as of the Closing Date), certifying as to (A) the accuracy and completeness of the charter (or other applicable formation document) of such Loan Party and the absence of any changes thereto; (B) the accuracy and completeness of the bylaws (or other applicable organizational document) of such Loan Party as in effect on the date on which the re...
Conditions Precedent to the Closing Date. This Agreement shall become effective on and as of the first date (the “Closing Date”) on which the following conditions precedent have been satisfied (and the obligation of each Lender to make an Advance or of the Issuing Bank to issue a Letter of Credit on the occasion of the Initial Extension of Credit hereunder is subject to the satisfaction of such conditions precedent before or concurrently with the Closing Date):
(a) The Administrative Agent shall have received on or before the Closing Date the following, each dated such day (unless otherwise specified), in form and substance reasonably satisfactory to the Lenders (unless otherwise specified) and (except for the Notes) in sufficient copies for each Lender:
(i) Duly executed counterparts of this Agreement.
(ii) The Notes payable to the order of the Lenders to the extent requested in accordance with Section 2.16(a).
(iii) Security Agreement, together with evidence that all other action that the Collateral Agent may reasonably deem necessary or desirable in order to perfect and protect the liens and security interests created under the Collateral Documents and the required priority thereof has been taken.
(iv) Certified copies of the resolutions of the boards of directors of each of the Borrower and each Guarantor approving the execution and delivery of this Agreement and each other Loan Document to which it is, or is intended to be a party, and of all documents evidencing other necessary constitutive action and, if any, material governmental and other third party approvals and consents, if any, with respect to this Agreement, the other Transactions and each other Loan Document.
(v) A copy of the charter or other constitutive document of each Loan Party and each amendment thereto, certified (as of a date reasonably acceptable to the Administrative Agent) by the Secretary of State of the jurisdiction of its incorporation or organization, as the case may be, thereof as being a true and correct copy thereof.
(vi) A certificate of each Loan Party signed on behalf of such Loan Party by a Responsible Officer, dated the Closing Date (the statements made in which certificate shall be true on and as of the Closing Date), certifying as to (A) the accuracy and completeness of the charter (or other applicable formation document) of such Loan Party and the absence of any changes thereto; (B) the accuracy and completeness of the bylaws (or other applicable organizational document) of such Loan Party as in effect on ...
Conditions Precedent to the Closing Date. The obligations of the Lenders to extend Loans in respect of the Commitments on the date of the first Borrowing hereunder are subject to the satisfaction of the following conditions precedent:
Conditions Precedent to the Closing Date. The obligation of the Lenders to execute this Agreement and make any requested Loans on the Closing Date is subject to the prior satisfaction of each of the following conditions (unless waived in writing by Administrative Agent with the consent of the Lenders):
Conditions Precedent to the Closing Date. The occurrence of the Closing Date is subject to satisfaction or waiver of the following conditions precedent:
(a) issuance of the Bonds and submission to the Agent of duplicate originals or certified copies of all documents submitted in connection with the issuance of the Bonds on the Closing Date, which shall be in form and substance satisfactory to the Agent;
(b) receipt by the Issuing Bank and the Agent of the following, in each case in the form approved by the Agent on the Closing Date:
(i) this Agreement and the CP LOC Loan Note duly executed by the Company;
(ii) an original of each of the Security Documents, duly executed by the parties thereto;
(iii) a copy of each other Financing Document, certified by the Company as to completeness and authenticity;
(iv) written opinions of counsel acceptable to the Agent, addressed to the Agent and the Banks, and in form and substance satisfactory to the Agent and covering such matters as the Agent may reasonably request;
(v) evidence satisfactory to the Agent that each of the parties to the Project Contracts, Financing Documents and Security Documents shall have duly and irrevocably appointed a process agent to act for and on behalf of such person, to receive summonses and other legal process in connection with any suit, action or proceeding relating to such documents in the jurisdictions in which it is required to submit to such jurisdiction and such appointment shall have been accepted and all fees scheduled to accrue to each such agent for the service of process shall have been paid in full; and
(vi) evidence satisfactory to the Agent that all actions necessary or appropriate in order to effectively establish, create or perfect the security interest have been duly taken.
(c) payment by the Company of all accrued fees and expenses (as provided in Sections 2.5 and 9.4) of the Agent and the Banks (including the reasonable accrued fees and disbursements of counsel to the Agent and the Banks), to the extent that one or more statements for such fees and expenses have been presented for payment.
Conditions Precedent to the Closing Date. The obligation of the Lenders to make the Initial Loan and the obligation of the Facing Agent to issue and the Lenders to participate in Letters of Credit under this Agreement were subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (capitalized terms used in this Article but not defined herein have the meanings ascribed to such terms in this Agreement prior to giving effect to the Third Amendment):
Conditions Precedent to the Closing Date. The occurrence of the Closing Date is subject to the satisfaction of the following conditions precedent: