Closing and Conditions Precedent. A meeting shall take place on the date of the assignment of the relevant New Mortgage Portfolio at the offices of the Seller or at such other office as may be agreed by the parties at which the Seller shall deliver to the Security Trustee or its representative the following documents:
(a) a certificate of solvency in relation to the Seller dated the relevant Assignment Date (in the form of the agreed draft) duly executed by the Seller;
(b) an assignment of the Insurance Contracts to the extent that such Insurance Contracts relate to the New Mortgage Portfolio in the form set out in Schedule 3 (Assignment of Insurance Contracts) duly executed by the Seller; and
(c) a certificate of a duly authorised officer of the Seller attaching a copy of the board minutes referred to in paragraph (e) of Clause 3.1 (Initial Closing and Conditions Precedent) and confirming that the resolutions referred to therein are in full force and effect and have not been amended or rescinded as at the date of the certificate.
Closing and Conditions Precedent. A meeting shall take place on the date of the sale and assignment of the relevant New Mortgage Portfolio at the offices of the Seller or at such other office as may be agreed by the parties at which the Seller shall deliver to the Security Trustee or its representative the following documents:
(a) a certificate of solvency in relation to the Seller dated the relevant Assignment Date (in the form of the agreed draft) duly executed by the Seller;
(b) an assignment of the Insurance Contracts to the extent that such Insurance Contracts relate to the New Mortgage Portfolio in the form set out in Schedule 3 (Assignment of Insurance Contracts) duly executed by the Seller;
(c) a certificate of a duly authorised officer of the Seller attaching a copy of the board minutes referred to in paragraph (e) of Clause 3.1 (Initial Closing and Conditions Precedent) and confirming that the resolutions referred to therein are in full force and effect and have not been amended or rescinded as at the date of the certificate; and
(d) a Scottish Trust Deed in respect of the Scottish Mortgage Loans in the New Mortgage Portfolio (if any) and their Related Security, in the form set out in Schedule 11 and with the annexure thereto duly completed, duly executed by the Seller.
Closing and Conditions Precedent. A meeting shall take place on the date of the sale and assignment of the relevant New Mortgage Portfolio at the offices of the Seller or at such other office as may be agreed by the parties at which the Seller shall deliver to the Security Trustee and (from and including the Funding 2 Programme Date) the Funding 2 Security Trustee or their respective representatives the following documents:
(a) a certificate of solvency in relation to the Seller dated the relevant Assignment Date (in the form of the agreed draft) duly executed by the Seller;
(b) an assignment of the Insurance Contracts to the extent that such Insurance Contracts relate to the New Mortgage Portfolio in the form set out in Schedule 3 (Assignment of Insurance Contracts) duly executed by the Seller;
(c) a certificate of a duly authorised officer of the Seller attaching a copy of the board minutes referred to in paragraph (e) of Clause 3.1 (Initial Closing and Conditions Precedent) and confirming that the resolutions referred to therein are in full force and effect and have not been amended or rescinded as at the date of the certificate; and
(d) a Scottish Trust Deed in respect of the Scottish Mortgage Loans in the New Mortgage Portfolio (if any) and their Related Security, in the form set out in Schedule 11 and with the annexure thereto duly completed, duly executed by the Seller, and in any case, after the Funding 2 Programme Date, where only one certificate or instrument (in each case, the "Relevant Document") is available under (a), (b), (c) and/or (d) above and whilst the Funding Security Trustees remain the same entity, delivery of the Relevant Documentation to one Funding Security Trustee shall be deemed to be delivery to both of them.
Closing and Conditions Precedent. Closing under this Agreement and the making of the Term Loan is subject to the following conditions precedent (all documents to be in form and substance satisfactory to Lender and Lender’s counsel):
Closing and Conditions Precedent. 14 6.1 Closing............................................................................................14 6.2 Conditions of Obligations of Buyer and Parent......................................................14 6.3 Conditions of Obligations of Seller................................................................15 ARTICLE VII INDEMNIFICATION.....................................................................................17 7.1 Survival of Representations, Warranties and Agreements.............................................17 7.2 Indemnification....................................................................................17
Closing and Conditions Precedent. TO ADVANCES 20 4.1 Resolutions, Opinions, and Other Documents 21 4.2 Absence of Certain Events 22 4.3 Warranties and Representations at Closing 23 4.4 Compliance with this Agreement 23 4.5 Chief Executive Officer's Certificate 23 4.6 Verifications 23 4.7 Additional Equity 23 4.8 Closing 23 4.9 Effectiveness of Increase in Maximum Revolving Credit Amount 23 4.10 Non-Waiver of Rights 24 4.11 Future Advances 24 4.12 Warranties and Representations upon Future Advances 25 SECTION 5. REPRESENTATIONS AND WARRANTIES 25 5.1 Corporate Organization and Validity 25 5.2 Insurance 26 5.3 Litigation 26 5.4 Title to Properties 26 5.5 Patents and Trademarks 27 5.6 Governmental Consent 27 5.7 Taxes 27 5.8 Financial Statements 28 5.9 Full Disclosure 28 5.10 Subsidiaries and Affiliates 28 5.11 Guarantees, Contracts, etc 28 5.12 Government Regulations and Compliance 29 5.13 Business Interruptions 31 5.14 Names and Addresses 31 5.15 Other Associations 31 5.16 Environmental Matters 31 5.17 Regulation O 32 5.18 Capital Stock 32 5.19 Solvency 33 5.20 Monthly MRR 33 5.21 Qualified Accounts 33 SECTION 6. AFFIRMATIVE COVENANTS 33 6.1 Payment of Taxes and Claims 33 6.2 Maintenance of Properties, Collateral and Corporate Existence 34 6.3 Places of Business 35 6.4 Business Conducted 36 6.5 Litigation 36 6.6 Certain Taxes 36 6.7 Bank Accounts 36 6.8 Employee Benefit Plans 36 6.9 Submission of Collateral Documents 37 6.10 Other Governmental Contracts 37 6.11 Financial Covenants 37 6.12 Financial and Business Information 38 6.13 Officers' Certificates 40 6.14 Inspection and Verification 40 6.15 Tax Returns and Reports 41 6.16 Information to Participant 41 6.17 Material Adverse Developments 41 6.18 Lockbox Agreements 41 6.19 Executive Management 42 6.20 Interest Rate Cap Agreement 42 6.21 Notice of Certain Events 42 6.22 Board Nominee 43 6.23 Board Observation 43 6.24 Additional Equity 43 6.25 Monitoring Agreements 43 SECTION 7. NEGATIVE COVENANTS 44 7.1 Sales, Merger, Consolidation, Dissolution or Liquidation 45 7.2 Acquisitions 45 7.3 Liens and Encumbrances 45 7.4 Transactions With Affiliates or Subsidiaries 46 7.5 Indebtedness or Guarantees 46 7.6 Distributions, Redemptions and Other Indebtedness 46 7.7 Loans and Investments 47 7.8 Use of Lender's Name 47 7.9 Change in Capital Stock 47 7.10 Method of Business 47 7.11 Officer/Shareholder Compensation 47 7.12 Capital Expenditures 48 7.13 MRR Sales 48 7.14 Purchases of MRR 48 7.15 Prohibited Transactions 48 7.16 Consulting Agreements 49 7.1...
Closing and Conditions Precedent. (1) Closing of the Transaction hereunder (the “Closing”) means that Huawei, the Predecessor Entity and iSoftStone enter into a Capital Increase and Equity Expansion Agreement (the “Capital Increase and Equity Expansion Agreement”) and that Huawei, pursuant to the Capital Increase and Equity Expansion Agreement, performs its capital contribution obligations specified in Section 2.3 above by contributing capital it had subscribed for in a lump sum payment. The Parties to the JVCO agree that the date on which Huawei enters into Capital Increase and Equity Expansion Agreement with the Predecessor Entity and iSoftStone pursuant to the abovementioned agreements and performs its capital contribution obligations specified in Section 2.3 above pursuant to the Capital Increase and Equity Expansion Agreement by contributing capital it had subscribed for in a lump sum payment shall be the closing date of the Transaction (the “Closing Date”). The Parties to the JVCO shall complete the Closing within 30 days (or any other period agreed upon by the Parties to the JVCO in writing) upon the satisfaction of the conditions agreed in Section 4.1(2) below, subject to the time, conditions and methods of capital contribution agreed upon in the Capital Increase and Equity Expansion Agreement.
(2) The Parties to the JVCO agree that iSoftStone, Huawei and the Predecessor Entity shall or cause their Affiliates to satisfy the conditions specified in items 1-17 below on or before October 31, 2012, or any other date agreed upon by the Parties to the JVCO in writing, and shall deliver an audit report to Huawei according to item 18 below:
1) The Parties to the JVCO have signed this Agreement, the appendices hereto and any agreement contemplated hereby and iSoftStone Holdings Limited has signed this Agreement;
2) iSoftStone has performed its capital contribution obligations specified in Section 2.3 above and has delivered to Huawei a capital verification report proving that it has paid the full amount of the registered capital it subscribed for;
3) Other than the exceptions agreed to by the Parties in writing, iSoftStone has completed the Business Transfer in accordance with Section 3.1(3)-1) above, including the transfer of business relating to Key Clients listed in Appendix II pursuant to Section 3.1(3)-1)-d) above. Moreover, Business Volume in connection with the Direct Business Transfer shall not be less than 70% of that of Business Transfer, the Business Volume in connection with Bac...
Closing and Conditions Precedent. Closing under this Agreement is subject to the following conditions precedent (all instruments, documents and agreements to be in form and substance satisfactory to Lender and Lender's counsel):
Closing and Conditions Precedent. 31- 7.1 Closing . . . . . . . . . . . . . . . . . . . . -31- 7.2 Conditions Precedent . . . . . . . . . . . . . -31-
Closing and Conditions Precedent. SECTION 9.1. CERTAIN PARTY ACTIONS TO BE COMPLETED PRIOR TO CLOSING
A. COMPLETION OF DUE DILIGENCE BY THE PARTIES. Prior to the Closing, the Parties shall have completed or caused to be completed, where required, such due diligence as deemed necessary or desirable by either Party, including, without limitation:
(i) review of any documents of the Venture Company or Lennox Industries;
(ii) conduct of any required surveys of facilities of either Lennox Industries or the Venture Company;
(iii) review by agents or consultants of Lennox and Brancher of any documents, materials or facilities; and
(iv) any other due diligence actions deemed appropriate by either Party.
