Closing Proceedings. All proceedings to be taken and all documents to be executed and delivered by the Seller in connection with the consummation of the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Acquiror and its counsel. All proceedings to be taken and all documents to be executed and delivered by the Parent or the Acquiror in connection with the consummation of the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Seller and its counsel. All proceedings to be taken and all documents to be executed and delivered by all parties at the Closing shall be deemed to have been taken and executed simultaneously and no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered.
Closing Proceedings. All proceedings taken in connection with the Amendment Closing Date and all documents and instruments to be delivered thereon or relating thereto shall be reasonably satisfactory to each of the Participants and its counsel, and each of the Participants and its counsel shall have received copies of such documents as each of the Participants or its counsel may reasonably request in connection therewith, all in form and substance reasonably satisfactory to each of the Participants and its counsel.
Closing Proceedings. 38 11.3 Deliveries at Closing . . . . . . . . . . . . . . . . . . . . 38 XII. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. . . . . . . . . . . . . . 39 12.1 Survival. . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Closing Proceedings. 18 6.05 Governmental Approvals; U.S. Forest Service..............18 6.06 Absence of Certain Changes or Events.....................19 6.07 Cash Proceeds............................................19 6.08
Closing Proceedings. All proceedings to be taken in connection with the consummation of the transactions contemplated by this Agreement and all documents incident thereto, shall be reasonably satisfactory in form and substance to GT Acquisition and its counsel, and GT Acquisition and its counsel shall have received copies of such documents as GT Acquisition and its counsel may reasonably request in connection with said transactions.
Closing Proceedings. All proceedings to be taken in connection with the consummation of the transactions contemplated by this Agreement, and all documents incident thereto, shall be reasonably satisfactory in form and substance to Ski Holdings and its counsel, and Ski Holdings and its counsel shall have received copies of such documents as it and its counsel may reasonably request in connection with said transactions.
Closing Proceedings. The making of the initial advance under the Loans shall be subject to the following conditions, in addition to those stated in Section II of this Agreement, which shall each have been and remain at the time satisfied by the Borrower or waived by the Lender:
(a) This Agreement shall have been duly and validly executed and delivered by the Borrower and the Lender and the Borrower shall have duly and validly executed and delivered or caused to be executed and delivered to the Lender the Notes, the Collateral Documents, and all other Loan Documents, and each Collateral Document which is to be filed or recorded shall have been properly filed or recorded and the fees and Taxes, if any, for filing or recording the same shall have been paid by the Borrower.
(b) The Borrower must cause to be delivered to the Lender, at the Loan Parties’ expense, a written statement setting forth an opinion of the market value of the Titusville Facility that (i) has been independently and impartially prepared by a qualified appraiser directly engaged by the Lender or its agent, (ii) complies with all applicable federal and state laws and regulations, as well as the Lender’s internal policies, dealing with appraisals or valuations of real property, and (iii) has been reviewed as to form and content and approved by the Lender, in its sole discretion.
(c) The Borrower must cause to be delivered to the Lender a written environmental audit or assessment in favor of the Lender with respect to the Titusville Facility, conducted by an engineering firm reasonably acceptable to the Lender, conforming at a minimum to the ASTM-E1527-05 standards, with such additional non-scope inquiries as the Lender may reasonably require, and containing no information deemed to be unacceptable to the Lender in its sole discretion.
(d) The Borrower must cause to be delivered to the Lender a survey (the “Survey”) of the Titusville Facility by a licensed surveyor who is reasonably acceptable to Lender, showing the location of the improvements and the usual and customary information disclosed by a proper survey and such other information as Lender may reasonably require. The Survey must be duly certified as accurate by the surveyor and must reflect that none of the improvements encroach upon a street or any adjoining property and that no adjoining structure encroaches upon the Property. The Survey must also show that there is no violation of building lines or restrictions.
(e) The Borrower must cause to be delive...
Closing Proceedings. All proceedings taken in connection with such Closing Date and all documents and instruments to be delivered thereon or relating thereto shall be reasonably satisfactory to such Participant and its counsel, and such Participant and its counsel shall have received copies of such documents as such Participant or its counsel may reasonably request in connection therewith, all in form and substance reasonably satisfactory to such Participant and its counsel.
Closing Proceedings. At the Closing, the Parties shall perform the Closing Proceedings as set out in Annex F.
Closing Proceedings. Seller shall have taken all actions required by it under, and shall have complied in all material respects with all of its obligations set forth in, the provisions of Sections 2.1(b)(i),(v),(vi), (vii), (ix), (x) and (xii).
