Conditions to the Occurrence of the Closing Date Clause Samples

Conditions to the Occurrence of the Closing Date. The occurrence of the Closing Date and the effectiveness of this Agreement is subject to satisfaction or due waiver in accordance with Section 10.01 of each of the following conditions precedent:

Conditions to the Occurrence of the Closing Date. The obligation of each Party to enter into the transactions described in Section 2.3 hereof on or prior to the Closing Date shall be (i) subject to the terms and conditions hereof, (ii) on the basis of the representations and warranties set forth herein, and (iii) subject to the satisfaction (or waiver by such Party) on or prior to the Closing Date of the following conditions precedent:

Conditions to the Occurrence of the Closing Date. The Closing Date shall not occur, and neither Borrower nor Lender shall have any rights or obligations under this Agreement until the following conditions have been satisfied or provided for in a manner satisfactory to Lender, in Lender’s sole discretion, or waived in writing by Lender: (a) This Agreement or counterparts hereof shall have been duly executed by, and delivered to, Borrower and Lender; and Lender shall have received such documents, instruments, agreements, certificates, and legal opinions as Lender shall request in connection with the transactions contemplated by this Agreement and the other Loan Documents, including all those listed in the Schedule of Documents as required to be delivered on or before the Closing Date, each in form and substance satisfactory to Lender. (b) The representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects. (c) No Default or Event of Default shall have occurred and be continuing, nor shall either result from the occurrence of the Closing Date. (d) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the occurrence of the Closing Date shall have been issued and remain in force by any Governmental Authority against Borrower, Great American, Lender, or any of their Affiliates. (e) No Material Adverse Effect shall have occurred nor shall result from the occurrence of the Closing Date. (f) Lender shall have received (i) satisfactory evidence that Borrower and Great American 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 Loan Documents, or (ii) an officer’s certificate in form and substance satisfactory to Lender affirming that no such consents or approvals are required. (g) The organization and capital structure of Borrower shall be acceptable to Lender in its sole discretion. (h) No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, or which is related to or arises out of, this Agreement or any of the other Loan Documents or the consummation of the transactions contemplated thereby and which, in Lender’s sole judgment, would make it inadvisable to consummate th...

Conditions to the Occurrence of the Closing Date. The effectiveness of this Agreement and the occurrence of the Closing Date are subject to receipt by the Administrative Agent of each of the following documents and satisfaction of the following conditions precedent (as applicable), each of which shall be in form and substance reasonably satisfactory to the Administrative Agent (unless waived in accordance herewith): (a) The Administrative Agent shall have received the following, each of which shall be originals or pdf copies or other facsimiles unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: (i) executed counterparts of this Agreement; (ii) a copy of the Organization Documents of the Borrower, the Pledgor and the Double E Joint Venture; (iii) such certificates of good standing from the applicable secretary of state of the state of organization of the Borrower, the Pledgor and the Double E Joint Venture, certificates of resolutions or other action and incumbency certificates evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement, the JV LLC Agreement, and the other Loan Documents to which the Borrower, the Pledgor or the Double E Joint Venture is a party or is to be a party on the Closing Date; (iv) a solvency certificate from the chief financial officer, chief accounting officer, or other officer with equivalent duties of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit E-2; and (v) a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in Sections 4.01(b), (c), (d) and (i). (b) No Default or Event of Default shall exist as of the Closing Date. (c) The representations and warranties of the Borrower and the Pledgor set forth in Article V and in each other Loan Document shall be true and correct in all material respects on and as of the Closing Date with the same effect as though made on and as of the Closing 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 only with respect to such earlier date (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified). (d) Since December 31, 2020, the...