Conditions to Closing Sample Clauses
The "Conditions to Closing" clause defines the specific requirements and obligations that must be satisfied by the parties before a transaction, such as a sale or merger, can be finalized. 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 standards are met, thereby reducing the risk of disputes or incomplete deals.
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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 ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Under...
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 a. The obligation of the parties hereto to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement on the Closing Date is subject to the condition that (i) as of the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and
b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Issuer of the additional conditions that:
(i) all representations and warranties of the Investor contained in this Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Agreement as of the Closing Date;
(ii) the Investor shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it at or prior to the Closing; and
(iii) the Issuer shall have received, at the Closing, subscriptions for the purchase of Securities by ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ in an amount equal to or greater than $4,500,000, and the purchase price related to such subscriptions shall have been received by the Issuer at or prior to the time of the Closing.
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) ▇▇▇▇▇ 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) ▇▇▇▇▇ shall have delivered to nStor any and all approvals, consents or assignments to be obtained by ▇▇▇▇▇ 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 ▇▇▇▇▇ 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, ▇▇▇▇▇, 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) ▇. ▇▇▇▇▇ shall have entered into Employment Agreement as provided for in Section 3(a) hereof.
(vii) Each representation and warranty of ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 ▇▇▇▇▇):
(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 ▇▇▇▇▇ any and all approvals, consents or assignments to be obtained by nStor and necessary for th...
Conditions to Closing. 30 8.1 Conditions to the Obligations of Purchaser............................................... 30 8.2 Conditions to the Obligations of Sellers................................................. 31
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. 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. 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 articles of association and certificate of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a copy of a certificate of good standing of the Seller issued by the New York State Department of Financial Services and a copy of a certificate of good standing issued by the Registrar of Companies for England and Wales, each dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company duly organized, validly existing and in good standing under the laws of England and Wales;
(B) the Seller 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 the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement whic...
Conditions to Closing. In addition to the conditions provided in other provisions of this Agreement, the parties' obligations to perform their undertakings provided in this Agreement, are each conditioned on the fulfillment of each of the following which is a condition to such party's obligation to perform hereunder (subject to such party's waiver in strict accordance with Section 9 below).
(1) Purchaser shall have obtained each of the following at Seller's expense: (i) an ALTA Survey prepared by a licensed surveyor of the Properties (hereinafter, the "Survey") certified to Purchaser, Purchaser's lender, and to the Title Company, (ii) preliminary title report for the Properties (the "Title Report") together with legible copies of all exceptions appearing in such report issued by the Title Company, and (iii) a UCC search (the "UCC Search") of all currently effective financing statements naming Seller as debtor from the California Secretary of State, together with legible copies of all of such financing statements. Purchaser shall have until June 30, 1998 to approve the Survey, the Title Report, and the results of the UCC Search. If Purchaser approves the Survey, the Title Report, and the results of the UCC Search, then all matters showing thereon shall be deemed "Permitted Exceptions." If Purchaser disapproves any matters in the Survey, the Title Report, or the UCC Search, then Seller may either cure such matters, in which case the remaining matters approved by Purchaser shall be deemed Permitted Exceptions, or notify Purchaser that it has elected not to cure such matters. Any such notice by Seller shall be given to Purchaser not later than five (5) days following the date Purchaser notifies Seller of any objectionable title matters. If Seller elects not to cure any matter which has been disapproved by Purchaser, then Purchaser may elect either to accept such matter as a Permitted Exception or terminate this Agreement (and, in such event, Purchaser shall be entitled to the return of its Earn▇▇▇ ▇▇▇ey).
(2) As a condition to each party's obligation to perform hereunder, the due performance by the other of all undertakings and agreements to be performed by the other hereunder and the truth of each representation and warranty as set forth herein made pursuant to this Agreement by the other at the Closing Date.
(3) As a condition to Purchaser's obligation to perform hereunder (and not as a default), that there shall not have occurred between the date hereof and the Closing Date, incl...
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 ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ 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 ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ 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...