Closing Conditions of Closing and Advances Sample Clauses

Closing Conditions of Closing and Advances. 39 SECTION 3.1
Sample 1
Closing Conditions of Closing and Advances. AND EXPEDITED ADVANCES 60 Section 3.1 Conditions to Closing and Initial Advances 60 Section 3.2 Conditions Precedent to All Advances and Expedited Advances 61 ARTICLE IV REPRESENTATIONS AND WARRANTIES 63 Section 4.1 Representations and Warranties of the Borrower 63 Section 4.2 Representations and Warranties of the Borrower Relating to the Agreement and the Loans 71 Section 4.3 Breach of Certain Representations and Warranties 72 ARTICLE V GENERAL COVENANTS OF THE BORROWER 73 Section 5.1 Covenants of the Borrower 73 Section 5.2 Hedging Agreement 78 Section 5.3 Delivery of Loan Files 79 ARTICLE VI PERFECTION OF TRANSFER AND PROTECTION OF SECURITY INTERESTS 79 Section 6.1 Custody of Transferred Loans 79 Section 6.2 Filing 80 Section 6.3 Changes in Name, Corporate Structure or Location 80 Section 6.4 Chief Executive Office 80 Section 6.5 Costs and Expenses 80 Section 6.6 Sale Treatment 81 ARTICLE VII ADMINISTRATION AND SERVICING OF LOANS 81 Section 7.1 Appointment of the Servicer 81 Section 7.2 Duties and Responsibilities of the Servicer 81 Section 7.3 Authorization of the Servicer 83 Section 7.4 Collection of Payments 83 Section 7.5 Servicer Advances 85 Section 7.6 Realization Upon Defaulted Loans or Charged-Off Loans 85 Section 7.7 Maintenance of Insurance Policies 86 Section 7.8 Representations and Warranties of the Servicer 86 Section 7.9 Covenants of the Servicer 88 Section 7.10 The Collateral Custodian 90 Section 7.11 Representations and Warranties of the Collateral Custodian 94 Section 7.12 Covenants of the Collateral Custodian 95 Section 7.13 The Backup Servicer 95 Section 7.14 Representations and Warranties of the Backup Servicer 98 Section 7.15 Covenants of the Backup Servicer 99 Section 7.16 Payment of Certain Expenses by the Servicer and the Borrower 99 Section 7.17 Reports 100 Section 7.18 Annual Statement as to Compliance 100 Section 7.19 Annual Independent Public Accountant’s Servicing Reports 101 Section 7.20 Limitation on Liability of the Servicer and Others 101 Section 7.21 The Servicer, the Backup Servicer and the Collateral Custodian Not to Resign 101 Section 7.22 Access to Certain Documentation and Information Regarding the Loans 102 Section 7.23 [Reserved] 102 Section 7.24 Identification of Records 102 Section 7.25 Servicer Termination Events 102 Section 7.26 Appointment of Successor Servicer 104 Section 7.27 Market Servicing Fee 105 ARTICLE VIII SECURITY INTEREST 106 Section 8.1 Grant of Security Interest 106 Section 8.2 Release of Lien o...
Sample 1
Closing Conditions of Closing and Advances. AND EXPEDITED ADVANCES
Sample 1
Closing Conditions of Closing and Advances 
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Related to Closing Conditions of Closing and Advances

  • Closing Conditions of Closing and Borrowing 50 SECTION 6.1 Closing....................................................................... 50 SECTION 6.2 Conditions to Closing and Initial Extensions of Credit........................ 50 SECTION 6.3 Conditions to All Extensions of Credit........................................ 55

  • Conditions of Closing The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

  • Closing Conditions (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

  • Conditions of the Purchasers’ Obligations at Closing The obligations of the Purchaser to the Company under this Agreement are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:

  • Conditions to Obligations of Buyer and Seller The obligations of Buyer and Seller to complete the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of the following conditions:

  • Conditions Precedent to Obligations of Sellers The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by Sellers’ Representative in writing) of the following conditions as of the Closing Date:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER The obligations of the Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by the Buyer in writing) of the following conditions as of the Closing Date:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER The obligation of Seller to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, on or before the Closing Date hereunder, of each of the following conditions, all or any of which may be waived, in whole or in part, by Seller.

  • Conditions to the Purchasers’ Obligations at Closing The obligations of the Purchaser to purchase Shares at the Closing are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER The obligations of Buyer under this Agreement shall, at the option of Buyer, be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:

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