Conditions Precedent to the Initial Closing Clause Samples
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Conditions Precedent to the Initial Closing. The Lender’s obligation to proceed forward with this transaction and to enter into this Agreement is subject to satisfaction of each of the following conditions precedent:
(a) no action, suit, investigation, litigation or proceeding to which the Borrower or the Guarantor is a party shall be pending or threatened before any court, Governmental Authority or arbitrator which (i) could reasonably be expected to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement, the Note, any of the other Loan Documents or the consummation of the transactions contemplated hereby or thereby;
(b) the Lender shall have received each of the following, in form and substance reasonably satisfactory to the Lender and its legal counsel:
(i) true, correct and complete copies of the articles of organization/incorporation and operating agreement/by-laws of the Borrower and the Guarantor, together with all amendments thereto, certified by the secretary or assistant secretary of the Borrower and the Guarantor, respectively, or other authorized officer or a certificate from such party certifying that the copies of the organizational documents of such party previously delivered to the Lender have remained unchanged and are still in full force and effect;
(ii) resolutions of the board of managers/directors of the Borrower and the Guarantor, respectively, authorizing the transactions contemplated this Agreement and the other Loan Documents to which it is a party, certified by the secretary or assistant secretary of the Borrower and the Guarantor or other authorized officer;
(iii) a certificate of incumbency from an appropriate officer certifying the names and specimen signatures of the persons authorized to sign this Agreement, the Note, the Guaranty and any other Loan Documents to be executed and delivered by the Borrower and the Guarantor (as applicable);
(iv) a certificate of good standing for the Borrower and the Guarantor from the Secretary of State of Delaware dated not more than ten (10) days prior to the Funding Date; and
(v) an opinion from counsel to the Borrower and the Guarantor, in form and substance reasonably acceptable to the Lender, covering, among other things, said party’s status as a limited liability company/corporation validly existing in good standing under the laws of the state of Delaware, its due authorization, execution and delivery of each of the Loan Documents to which it is a party, and the enforcea...
Conditions Precedent to the Initial Closing. (a) An Original Subscriber will only be obliged to subscribe for the Promissory Certificates to be issued on the Initial Closing Date if:
(i) prior to or at the Initial Closing, the Original Subscriber has received all of the documents and other evidence listed in Schedule 2 (Conditions Precedent) in form and substance satisfactory to it (or has waived the requirement to receive any such documents or other evidence);
(ii) on the Initial Closing Date, no Default is continuing or would result from the issue of the Promissory Certificates; and
(iii) on the Initial Closing Date, the representations to be made by each Obligor pursuant to Clause 17 (Representations) are true in all material respects.
(b) Each Original Subscriber shall notify the Company promptly upon receipt of all of the documents and other evidence listed in Schedule 2 (Conditions Precedent) in form and substance satisfactory to it.
Conditions Precedent to the Initial Closing. Section 5.1 Conditions to Each Party's Obligation..........................................................14 Section 5.2 Conditions to the Investors' Obligation......................................................
Conditions Precedent to the Initial Closing. 47 8.1. Obligation of Buyer to Close on the Initial Closing Date.........................................47 8.2. Obligation of Seller to Close on the Initial Closing Date........................................48
Conditions Precedent to the Initial Closing. Each Purchaser’s obligation to purchase and pay for the Series A-1 Notes or Series B-1 Notes to be sold to it at the Initial Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at the Initial Closing, of the conditions precedent contained in Section 4.1 and of the following conditions precedent:
Conditions Precedent to the Initial Closing. The obligation of the Lenders to make the Revolving Loans, of Standby L/C Issuer to issue Standby L/Cs and the Surety L/C Issuer to issue the Surety L/C is subject to the satisfaction of each of the following conditions:
Conditions Precedent to the Initial Closing. The obligations of the Purchasers to purchase the Original Notes shall be subject to the satisfaction of the following conditions precedent:
Conditions Precedent to the Initial Closing
Conditions Precedent to the Initial Closing. Each Purchaser’s obligation to purchase and pay for the Series A-1 Notes or Series B-1 Notes to be sold to it at the Initial Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at the Initial Closing, of the conditions precedent contained in Section 4.1 and of the following conditions precedent:
Conditions Precedent to the Initial Closing