Conditions Precedent to the Closing definition

Conditions Precedent to the Closing. The closing date (the “Closing Date”) under the DIP Facility shall be subject to the following conditions, which are reasonably satisfactory to the Backstop Parties consistent with the consent rights set forth in the Restructuring Support Agreement. A. All documentation relating to the DIP Facility shall be in form and substance consistent with this Term Sheet and the Restructuring Support Agreement and reasonably satisfactory to the Backstop Parties and their counsel. B. The DIP Agent and DIP Lenders shall have received evidence that the Bankruptcy Court shall have entered the Interim Order, which Interim Order shall not have been vacated, reversed, modified, amended or stayed. C. The Chapter 11 Cases shall have been commenced by the Borrower and the Guarantors and the same shall each be a debtor and a debtor in possession. All first-day motions and related orders (including, without limitation, any motions related to the DIP Facility, cash management and any critical vendor or supplier motions) entered by the Bankruptcy Court in the Chapter 11 Cases shall, in each case, be in form and substance satisfactory to the DIP Agent and the Backstop Parties and their counsel consistent with the consent rights set forth in the Restructuring Support Agreement. D. (i) All reasonable and documented out-of-pocket fees and expenses (including the fees and expenses of outside counsel and financial advisors) required to be paid to the DIP Agent and the DIP Lenders on or before the Closing Date and (ii) all reasonable and documented out-of-pocket fees and expenses of Akin Gump Xxxxxxx Xxxxx & Xxxx LLP and PJT Partners LP, as counsel and financial advisor to the Crossover Group, respectively and Xxxxx Day and Xxxxxxxx Xxxxx, as counsel and financial advisors to the Secured Lender Group, in each case, shall have been paid. E. The Backstop Parties shall be satisfied that there shall not occur as a result of, and after giving effect to, the initial extension of credit under the DIP Facility, a default (or any event which with the giving of notice or lapse of time or both would be a default) under any of the Loan Parties’ or their respective subsidiaries’ material debt instruments and other material agreements which would permit the counterparty thereto to exercise remedies thereunder (other than any default which the exercise of remedies is stayed by the Bankruptcy Code).
Sample 1
Conditions Precedent to the Closing. The closing date (the “Exit Date”) under the Exit Facility shall be subject to conditions which are satisfactory to the Required DIP Lenders (unless waived by the Required DIP Lenders), including, without limitation, that (i) delivery of customary legal opinions and other closing deliverables, (ii) the Bankruptcy Court shall have entered the Confirmation Order consistent with the Restructuring Support Agreement and such order shall be a Final Order; (iii) the Restructuring Transactions shall have been, or shall be substantially consummated in accordance with the Chapter 11 Plan and in a manner that is consistent with the Restructuring Support Agreement in all respects, (iv) all of the Ad Hoc Group Advisors’ reasonable and documented fees and expenses payable under the Restructuring Support Agreement and all other fees and expenses and amounts (other than principal) payable under the DIP Facility, including the DIP Premiums, shall have been paid in accordance with and in the manner provided in the DIP Term Sheet, and (v) consummation of the WHOA Plan.
Sample 1

Examples of Conditions Precedent to the Closing in a sentence

  • Conditions Precedent to the Closing of the Proposed Transaction The Amalgamation Agreement contains, among others, the following conditions precedent: 1.

  • CONDITIONS PRECEDENT4.1 Conditions Precedent to the Closing Date.

  • PGE shall have received a copy of the Title Policy from the Title Company in form and substance acceptable to PGE.3 3.3 Seller Conditions Precedent to the Closing.

  • In a table, we present the flag itself, an explanation of why that flag matters, the type of calculation, the data fields used (categorized as OCDS or non-OCDS), and a sample calculation;2.

  • Conditions Precedent to the Closing Date: The conditions to the closing of the Term Loan Facility on the Closing Date will be subject only to those conditions listed in the Conditions to Closing Schedule.

  • Escrow shall close when all Conditions Precedent to the Closing have been waived or satisfied.

  • The Finance Parties’ obligations under this Agreement will only become effective once the Agent has received all the documents and other evidence listed in Schedule 3 (Conditions Precedent) Part I (Conditions Precedent to the Closing Date), in form and substance satisfactory to the Agent (acting on the instructions from the Lenders).

  • Zahavi distinguishes between “basic” and “complex” empathy (Zahavi 2012).

  • Conditions Annex: an exhibit to assure Commitment expect that contains Conditions Precedent to the Closing of the Credit Facilities.

  • A photograph of Mandela rests on the top of the doorframe.She said she would stay on the compound if there were any for women as she heard they’d upgraded the men’s rooms (!).

Related to Conditions Precedent to the Closing

  • Conditions Precedent means the conditions precedent set out in clause 3 below;

  • Closing Conditions shall include, but are not limited to, SI Securities determining in its sole discretion that at the time of a closing, the Minimum Offering has been met, the investment remains suitable for investors, investors have successfully passed ID, KYC, AML, OFAC, and suitability screening, and that Issuer has completed all actions required by it as communicated by SI Securities at the time of a closing.

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Closing Notice Has the meaning specified in the NPA. Company: Has the meaning specified in the first paragraph of this Trust Supplement.

  • Second Closing has the meaning set forth in Section 2.2.

  • Amendment Closing Date means the first date that all the conditions precedent set forth in this Amendment are satisfied or waived in accordance herewith.

  • Additional Closing has the meaning set forth in Section 2.3.

  • Closing Checklist means the schedule, including all appendices, exhibits or schedules thereto, listing certain documents and information to be delivered in connection with the Agreement, the other Loan Documents and the transactions contemplated thereunder, substantially in the form attached hereto as Annex D.

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • First Amendment Closing Date has the meaning assigned to such term in the First Amendment.

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Seller’s Closing Documents as defined in Section 3.2(a).

  • Third Closing shall have the meaning ascribed to such term in Section 2.1(c).

  • Third Amendment Closing Date has the meaning assigned to such term in the Third Amendment.

  • Initial Closing shall have the meaning ascribed to such term in Section 2.1.

  • Subsequent Closing shall have the meaning ascribed to such term in Section 2.4.

  • Customary Post-Closing Consents means the consents and approvals from Governmental Authorities for the assignment of the Assets to Buyer that are customarily obtained after the assignment of properties similar to the Assets.

  • Closing Press Release has the meaning set forth in Section 5.4(b).

  • First Closing has the meaning set forth in Section 2.1(a).

  • Second Amendment Closing Date has the meaning assigned to such term in the Second Amendment.

  • Time of Closing means 10:00 a.m. (Vancouver time) on the Closing Date, or such other time as the parties may mutually determine;

  • Second Closing Date means the date of the Second Closing.

  • Indemnification Escrow Agreement means that certain Indemnification Escrow Agreement in the form attached hereto as Exhibit D, with such changes as may be agreed to among the Buyer, the Seller and the Escrow Agent.

  • Loan Closing means the date on which an executed Loan Agreement between the Trust and a Borrower is delivered pursuant to this Bond Resolution.

  • Indemnity Escrow Agreement has the meaning set forth in Section 1.5.