Conditions to Closing Sample Clauses
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction of its formation;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to eac...
Conditions to Closing. Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at the Closing, of the following conditions:
Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(i) Each of the obligations of the Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Seller.
(ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof:
(A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein;
(B) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart of the Amendment;
(C) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories;
(D) A certificate of an officer of the Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Seller;
(E) One or more opinions of counsel from the Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency;
(F) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and
(G) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates.
(iii) The Certificates to be sold to Xxxxxxx Xxxxx pursuant to the Under...
Conditions to Closing. (a) nStor's obligation to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to Closing, of each of the following conditions precedent (any or all of which may be waived in writing, in whole or in part, by nStor):
(i) Xxxxx shall have performed all of the obligations and complied with all of the covenants required to be performed or to be complied with by them under this Agreement on or prior to the Closing Date.
(ii) Xxxxx shall have delivered to nStor any and all approvals, consents or assignments to be obtained by Xxxxx and necessary for the consummation of the transactions contemplated hereby.
(iii) nStor and its accountants, attorneys and other representatives shall have had full and complete access during normal business hours to all offices, facilities, properties, assets, books, agreements, files and records of Andataco, including financial and operating data and other information regarding Xxxxx and Andataco.
(iv) nStor shall have received the nStor Financing on or prior to the Closing Date.
(v) There shall not have been instituted, pending or threatened against Andataco, Xxxxx, nStor or the Company any suit, action or other proceeding by any private party or governmental agency, commission, bureau or body seeking to restrain or prohibit any of the transactions contemplated by this Agreement.
(vi) X. Xxxxx shall have entered into Employment Agreement as provided for in Section 3(a) hereof.
(vii) Each representation and warranty of Xxxxx contained in this Agreement shall be true and correct both at the date on which this Agreement is signed and at and as of the Closing Date as if made anew at and as of such time.
(viii) There has not been any material adverse change in the business, operations and financial conditions of Andataco from and after the date of the 1998 10-K until the Closing Date.
(b) The obligations of Xxxxx to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to Closing, of each of the following conditions precedent (any or all of which may be waived in writing, in whole or in part, by Xxxxx):
(i) nStor shall have performed all of its obligations and complied with all of its covenants required to be performed or to be complied with by it under this Agreement on or prior to the Closing Date.
(ii) nStor shall have delivered to Xxxxx any and all approvals, consents or assignments to be obtained by nStor and necessary for th...
Conditions to Closing. Your obligation to purchase and pay for the Notes to be sold to you at the Closing is subject to the fulfillment to your satisfaction, prior to or at the Closing, of the following conditions:
Conditions to Closing. (a) Except as otherwise expressly provided herein, the obligation of Capital to consummate the transactions contemplated by this Agreement is subject to the fulfillment at or prior to the Closing Date (or the waiver by Capital) of the following conditions:
(1) Prospect agrees to execute and/or deliver on or before the Closing Date all documents contemplated by this Agreement which shall include, without limitation, the following:
(i) resolutions of the Board of Directors and Shareholders of Prospect approving the transaction;
(ii) a certificate evidencing that Prospect's corporate status is in "good standing" from the Secretary of State, State of New York;
(iii) Bill of Sale (which will include rights to all proprietary rightx xx Prospect) attached hereto as Exhibit B (the "Bill of Sale");
(iv) the Assignment and Assumption Agreemexx attached hereto as Exhibit C (the "Assignment and Assumption Agreement");
(v) Assignments of truck leases and equipment and other personal property leases together with all material third party consents;
(vi) Assignment of real estate leases and or the delivery of a sublease to the premises located at 700 Columbia Street, Brooklyn, NY, together with all landlxxx xxxxxxxx xxx xxx xxxxxxxxxx of the corresponding security deposit;
(vii) Letters from Monty Matrisciani, Daniel Matrisciani and Alex Matrisxxxxx xxxxxxxxx xxeir xxxxxxxxxxxx xxxx Capitax xx xxx xxxxxxxxxxx for the debt of Prospect to them;
(viii) Investment representation letters to Capital, in form and substance satisfactory to Capital from Prospect, Prospect Shareholders or their designees;
(ix) A bring-down officer certificate certifying that the representations and warranties set forth in Article 3 and the Schedules to this Agreement are true and correct in all respects at and as of the Closing Date as though then made, except for such changes as may be incurred in the ordinary course of business or as contemplated by this Agreement;
(x) Delivery of a balance sheet dated the closing of business the day preceding the Closing Date.
(xi) execution and delivery of the Voting Agreement, in the form attached hereto as Exhibit D;
(2) Capital shall have received financing from a banking institution in an amount which shall be approximately $4,000,000 and which financing will close simultaneous with the acquisition of the assets of Prospect and will provide Capital with sufficient funds to satisfy the obligations of Prospect as set forth in section 2.3A. In connection with ...
Conditions to Closing. Lender agrees to close the Loan and disburse the Loan Proceeds at the Closing subject to the terms and conditions of this Agreement. Lender shall not, however, be obligated to close the Loan or disburse any Loan Proceeds, until each of the following conditions has been satisfied:
(a) The Note, the Stock Warrants, and all of the Security Documents shall have been executed and delivered by Borrower and Java, respectively, all as called for above.
(b) Java shall have delivered to Lender signed agreements, in the forms attached hereto as composite EXHIBIT "H", by the following employees of Java: Xxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxxx X. Xxxxx, Xxxx X. Xxxxxx, and Xxxxxxx X. Xxxxxxx.
(c) The senior management of Java shall have committed to provide Java an additional back-up line of credit, in the minimum amount of $175,000; a further back-up line of credit for java and/or Borrower shall also have been obtained; and the documentation of the foregoing shall have been provided to and approved by Lender, such approval not to be withheld or delayed unreasonably.
(d) The documentation of the acquisition of Borrower by Java shall have been provided to and approved by Lender, such approval not to be withheld or delayed unreasonably.
(e) Borrower's store revenue and cash flow statements for April 1996 and May 1996 shall have been provided to and approved by Lender, such approval not to be withheld or delayed unreasonably.
(f) An unqualified audit opinion as to Java and Borrower shall have been obtained from Java's accountants, and shall have been provided to Lender.
(g) This Agreement and the other Loan Documents shall have been ratified by the Boards of
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation and certificates of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicable;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTI, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):
(A) the Seller is a corporation and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of Maryland;
(B) each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan Seller Party and this Agreement is a legal, valid and binding agreement of each Loan Seller Party enforceable against each Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limit...
Conditions to Closing. The several obligations of the Underwriters hereunder are subject to the following conditions:
(a) Subsequent to the earlier of (x) the Time of Sale and (y) the execution and delivery of the Underwriting Agreement and prior to the Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading in the rating accorded any of the Company’s securities by Standard & Poor’s, a Division of The XxXxxx-Xxxx Companies, Inc. or Xxxxx’x Investors Service;
(b) there shall not have occurred any change in the condition, financial or otherwise, or in the earnings, business or operations, of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus, that is material and adverse and that makes it impracticable or inadvisable to market or deliver the Offered Securities on the terms and in the manner contemplated in the Prospectus; and
(c) the Representative(s) shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in clause (b) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his knowledge as to proceedings threatened.
(d) The Representative(s) shall have received on the Closing Date an opinion of counsel of Xxxxxxxxx & Xxxxxxx LLP, dated the Closing Date, to the effect set forth in Exhibit A.
(e) The Representative(s) shall have received on the Closing Date an opinion of a deputy general counsel of the Company, dated the Closing Date, to the effect set forth in Exhibit B.
(f) The Representative(s) shall have received on the Closing Date opinions of Xxxxx Xxxx & Xxxxxxxx LLP, special counsel for the Underwriters, or other counsel acceptable to the Representative(s), dated the Closing Date, to the effect set forth in Exhibits C-1 and C-2.
(g) The Representative(s) shall have received on the date of the Underwriting Agreement and on the Closing Date letters, dated as of such dates, in form and substance reasonably satisfactory to the Representative(s), from the Company’s in...
Conditions to Closing. 30 8.1 Conditions to the Obligations of Purchaser............................................... 30 8.2 Conditions to the Obligations of Sellers................................................. 31