Conditions to the Closing Sample Clauses

Conditions to the Closing. On or before the Closing Date, the Seller shall deliver or cause to be delivered to the Trust Depositor each of the documents, certificates and other items as follows: (a) The List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller together with an Assignment substantially in the form attached as Exhibit A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit B hereto. (c) An opinion of counsel for the Seller substantially in form and substance reasonably satisfactory to the Underwriters (and including as an addressee thereof each Rating Agency). (d) A letter or letters from Ernst & Young LLP, or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor and the Underwriters and stating that such firm has reviewed a sample of the Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying those Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of the Seller or of the Executive Committee of the Board of Directors of the Seller approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller. (f) Officially certified recent evidence of due incorporation and good standing of the Seller under the laws of Nevada. (g) A UCC financing statement naming the Seller as debtor, naming the Trust Depositor and the Trust as assignor secured parties, naming the Indenture Trustee as secured party and identifying the Contract Assets as collateral, in proper form for filing with the appropriate office in Nevada; a UCC financing statement naming the Trust Depositor as debtor, naming the Trust as assignor secured party, naming the Indenture Trustee as secured party and identifying the Trust Corpus as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust as debtor, naming the Indenture Trustee, as secured party and identifying the Collateral as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s Certificate from the Seller certifying that the Seller, on or prior to the Closing Date, has indicated in its computer files, in accordance with its customary standards, policies and procedures, that the Contracts have been conveyed to the Tr...

Conditions to the Closing. The Closing shall be subject to the following conditions and deliveries: (a) At the Closing, the Company shall deliver or cause to be delivered to the Investor: (i) this Agreement, duly executed by the Company; and (ii) a certificate evidencing the Shares issued in the name of the Investor. (b) At the Closing, the Investor shall deliver or cause to be delivered to the Company: (i) the Subscription Amount; and (ii) this Agreement, duly executed by the Investor. (c) The obligations of the Investor to consummate the transactions to be effected at the Closing and to pay the Subscription Amount are subject to the fulfillment or waiver, at or before the Closing, of each of the conditions set forth below: (i) the Company shall have authorized the issuance of the Shares; (ii) all of the representations and warranties made by the Company in this Agreement shall be accurate in all material respects as of the Closing Date, and all covenants made by the Company and obligations of the Company shall have been performed and complied with in all material respects as of the Closing Date; and (iii) there shall not be any existing or, to the Company’s knowledge, threatened action, proceeding or order, nor any other material adverse change or event, involving the Company or the Investor and which, in the reasonable opinion of the Investor, may have the effect of preventing, limiting or delaying the transactions contemplated under this Agreement. (d) The obligations of the Company to consummate the transactions to be effected at the Closing and to issue the Shares are subject to the fulfillment or waiver, at or before the Closing, of each of the conditions set forth below: (i) all of the representations and warranties made by the Investor in this Agreement, shall be accurate in all material respects as of the Closing Date, and all covenants made by the Investor and obligations of the Investor shall have been performed and complied with in all material respects as of the Closing Date; and (ii) there shall not be any existing or threatened action, proceeding or order, nor any other material adverse change or event, involving the Company or the Investor and which, in the reasonable opinion of the Company, may have the effect of preventing, limiting or delaying the transactions contemplated under this Agreement.

Conditions to the Closing. 10 Section 5.01 Conditions to Each Party’s Obligations. 10 Section 5.02 Condition to Obligations of the Seller. 11 ARTICLE VI TERMINATION 12 Section 6.01 Termination Events. 12 Section 6.02 Effect of Termination. 13 ARTICLE VII MISCELLANEOUS 13 Section 7.01 Waiver; Amendment. 13

Conditions to the Closing. 2 SECTION 2.03.

Conditions to the Closing. The Closing Date shall not occur and the Lenders shall not be obligated to make Revolving Loans (if any) on the Closing Date, nor shall the Lenders, the Deal Agent, the Backup Servicer or the Collateral Agent be obligated to take, fulfill or perform any other action hereunder until all of the following conditions, after giving effect to any proposed Revolving Loan to be made on the Closing Date, in each case, have been satisfied, in the sole discretion of, or waived in writing by, the Deal Agent and each Lender: (i) Each Transaction Document shall have been duly executed by, and delivered to, the parties hereto and thereto and the Deal Agent and the Lenders shall have received such other documents, instruments, agreements and legal opinions as the Deal Agent or any Lenders shall request in connection with the transactions contemplated by this Agreement, including, without limitation, all those specified in the Schedule of Documents attached hereto as Schedule I, each in form and substance satisfactory to the Deal Agent and the Lenders, and (ii) an executed Note in favor of each Lender shall have been delivered to the applicable Lender. (b) The Deal Agent and the Lenders shall have received (i) satisfactory evidence that the Borrower, the Originator and the Servicer have obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the other Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby or thereby, or (ii) an Officer’s Certificate from each of the Borrower, the Originator and the Servicer in form and substance satisfactory to the Deal Agent and the Lenders affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or Officer’s Certificate shall in no way limit the recourse of the Deal Agent or any other Secured Party against the Borrower, the Originator or the Servicer for a breach of its representation or warranty that all such consents and approvals have, in fact, been obtained. (c) The Borrower, the Originator and the Servicer shall each be in compliance in all material respects with all Applicable Laws and shall have delivered an Officer’s Certificate to the Deal Agent and the Lenders as to this and other closing matters. (d) The Borrower shall have paid all fees required to be paid by it on the Closing Date, including all f...

Conditions to the Closing. The obligation of Lender to make an Advance on the Closing Date is subject to Lender's determination that Borrower has satisfied the following conditions on the Closing Date: (a) The representations and warranties set forth in this Agreement and in the Other Loan Documents are true and correct on and as of the date hereof and are true and correct in all material respects as of the Closing Date and Borrower has performed all obligations required to have been performed by it hereunder prior to Closing Date. (b) Borrower has executed and delivered to Lender (or caused to be executed and delivered to Lender by the appropriate Persons) the following: (i) this Agreement; (ii) the Note; (iii) UCC-1 Financing Statements; (iv) the Guaranty; (v) the Subordination Agreement; (vi) the Pledge Agreement; (vii) the Lock Box Agreement; (viii) the Assignment of Management Services Agreement; (ix) the Assignment of Acquisition Instruments; (x) the Assumption Agreement; (xi) evidence satisfactory to Lender that the transactions contemplated by the Asset Purchase Agreement and the Venture Capital Agreement have been consummated in accordance with the terms of such agreements; (xii) evidence satisfactory to Lender that Borrower is a limited liability company and Guarantor is a corporation duly formed, validly existing and in good standing in the state in which it was formed and in each state in which it is authorized to do business; (xiii) certificates of insurance that evidence the insurance coverage and policy provisions required by this Agreement and in the Loan Documents; (xiv) pay-off letters, UCC Termination Statement and Lien Releases as required to grant Lender a first priority security interest, other than Permitted Liens, in Collateral pledged as security for repayment of the Loan; (xv) signature and incumbency certificate of Borrower and Guarantor; (xvi) certified copies of resolutions of the members of Borrower and the Board of Directors of Guarantor authorizing the execution and delivery of the Loan Documents to be executed by Borrower and Guarantor; (xvii) copies of the Articles of Organization of Borrower and Articles of Incorporation of Guarantor certified by the applicable Secretary of State; (xviii) copies of the Regulations of Borrower and Bylaws of Guarantor certified by an officer thereof; (xix) certified copies of the Asset Purchase Agreement and all documents executed and delivered in connection with the transactions contemplated thereby satisfactory in ...

Conditions to the Closing. On or before the Closing Date, the Company shall deliver or cause to be delivered the following documents to the Trustee: a. The List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Company. b. A certificate of an officer of the Company substantially in the form of Exhibit E hereto. c. An Opinion of Counsel for the Company substantially in the form of Exhibit F hereto. d. The Trustee's acknowledgement of receipt of the Land-and-Home Contract Files in the form of Exhibit G hereto. e. A letter from Coopers & ▇▇▇▇▇▇▇ LLP or another nationally recognized accounting firm, stating that such firm has reviewed the Contracts on a statistical sampling basis and, based on such sampling, concluding that such Contracts conform in all material respects to the List of Contracts, to a confidence level of 97.5%, with an error rate generally not in excess of 1.8%, specifying those Contracts which do not so conform. f. Copies of resolutions of the board of directors of the Company or of the executive committee of the board of directors of the Company approving the execution, delivery and performance of this Agreement, the creation of the Trust and the transactions contemplated hereunder, certified in each case by the secretary or an assistant secretary of the Company.

Conditions to the Closing. 54 9.1 Conditions of Obligation of Each Party......................54 9.2 Additional Conditions to the Obligations of Purchaser.......54 9.3 Additional Conditions to the Obligations of Seller..........56

Conditions to the Closing. On or before the Closing Date, Seller shall deliver or cause to be delivered to Trust Depositor each of the documents, certificates and other items as follows: (a) The initial List of Contracts, certified by the Chairman of the Board, President or any Vice President of Seller together with an Assignment substantially in the form attached as EXHIBIT A hereto. (b) A certificate of an officer of Seller substantially in the form of EXHIBIT B hereto. (c) An opinion of counsel for Seller substantially in the form of EXHIBIT D to the Sale and Servicing Agreement. (d) A letter or letters from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, or another nationally recognized accounting firm, addressed to Trust Depositor and the Issuer and the Trustees and stating that such firm has reviewed a sample of the Initial Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying those Initial Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of Seller or of the Executive Committee of the Board of Directors of Seller approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of Seller.