Company’s Conditions to Closing. The Company’s obligation to issue and sell the Shares at the Closing is subject to the fulfillment as of the Closing of the following conditions (unless waived in writing by the Company):
Company’s Conditions to Closing. The obligations of the Company under this Agreement shall be subject to the satisfaction, on the Closing Date, or such other date specified herein, of the following conditions:
(a) The obligations of the Mortgage Loan Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date specified in such representation and warranty or, if no such date is specified, as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Company shall have received a certificate to that effect signed by an authorized officer of the Mortgage Loan Seller, upon which the Company and the Underwriters may rely.
(b) The Company or its designee shall have received all of the following closing documents, in such forms as are agreed upon and acceptable to the Company and in form and substance satisfactory to the Company, the Underwriters and their respective counsel, duly executed by all signatories other than the Company as required pursuant to the respective terms thereof:
(i) with respect to each Mortgage Loan, the related Mortgage Note, which Mortgage Note shall be delivered to and held by the Trustee on behalf of the Company;
(ii) the final Mortgage Loan Schedule;
(iii) an officer's certificate from the Mortgage Loan Seller dated as of the Closing Date, in the form attached hereto as Exhibit B, upon which the Underwriters may rely;
(iv) a certificate of the Mortgage Loan Seller, dated the Closing Date, and upon which the Company and the Underwriters may rely, to the effect that representatives of the Mortgage Loan Seller have carefully examined the Time of Sale Information and the Final Prospectus and nothing has come to the attention of the Mortgage Loan Seller that would lead the Mortgage Loan Seller to believe that the Time of Sale Information, as of the Time of Sale or as of the Closing Date, or the Final Prospectus, as of the Closing Date, included or includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading;
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Company’s Conditions to Closing. The obligation of the Company to complete the sale of the Units at the Closing is subject to fulfillment of the following conditions:
(a) the representation and warranties of the Investors set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date), in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), and
(b) such Investors shall have performed in all material respects all covenants and other obligations required to be performed by them under this Agreement, if any, at or prior to the Closing Date.
Company’s Conditions to Closing. The obligation of the Company to issue and sell Securities to the Purchasers is subject to the fulfillment to the satisfaction of the Company, on or before the Closing Date, of each of the following conditions:
Company’s Conditions to Closing. The Company's obligations hereunder are subject to acceptance by the Company of the Investor's Subscription, and to the fulfillment, prior to or at the time of closing, of each of the following conditions:
(a) The representations and warranties of the Investor contained in this Agreement shall be true and correct at the time of closing, except to the extent that the Investor notifies the Company in writing prior to the closing.
(b) All proceedings in connection with the transactions contemplated hereby and all documents and instruments incident to such transactions shall be satisfactory in substance and form to the Company and its counsel, and the Company or its counsel shall have received all such counterpart originals or certified or other copies of such documents as the Company may request.
Company’s Conditions to Closing. The Company’s obligations to complete the Exchange with respect to each Holder shall be subject to the following conditions: (a) the representations and warranties of the Holder contained in this Agreement shall be true and correct as of the Closing as though made on and as of the Closing Date, (b) the Holder having delivered its original Notes to the Company for cancellation, (c) the Holder shall have performed all of its obligations and covenants under this Agreement, (d) no decision, order or similar ruling shall have been issued (and remain in effect) restraining or enjoining the transactions contemplated by this Agreement; and (e) from the date hereof to the date of Closing, there shall not have occurred any change, event, occurrence, fact condition, development or effect that, individually or in the aggregate, has had, or is reasonably likely to have, a material adverse effect upon the business, assets, operations, properties, financial position, results of operations, prospects or liabilities of the Company or any adverse effect upon the consummation of this Agreement or any of the transactions contemplated hereby.
Company’s Conditions to Closing. The Company’s obligation to sell Senior Notes to the Investor is subject to acceptance by the Company of the Investor’s subscription (“Acceptance”) and, after Acceptance, to fulfillment, prior to or at the time of such admission, of each of the following conditions subsequent:
(a) The Investor makes, completes and delivers with this Subscription Agreement the Investor Representations and Questionnaire accompanying this Subscription Agreement (the “Investor Representations”), which shall be incorporated in and deemed an integral part of this Subscription Agreement as though fully set forth herein;
(b) The representations and warranties of the Investor set forth in this Subscription Agreement and the Investor Representations shall be true and correct at the time of the sale and issuance of the Senior Note;
(c) The Investor has deposited a cash sum in the Subscription Account equal to the Senior Note Subscription Amount; and
(d) All proceedings in connection with the transactions contemplated hereby and all documents and instruments incident to such transactions shall be reasonably satisfactory in substance and form to the Manager and to the Company, and the Manager, the Company or Company Counsel shall have received all such counterpart originals or certified or other copies of such documents as the Company may reasonably request.
Company’s Conditions to Closing. The Company's obligation to issue the Notes to the Lenders is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion:
Company’s Conditions to Closing. The Company's obligation to sell and issue the Debentures and the Warrants at the Closing is subject to the fulfillment to the satisfaction of the Company on or prior to the Closing Date of the following conditions, any of which may be waived by the Company:
(a) The representations and warranties made by the Investors in Article V hereof shall be true and correct in all respects as of the Closing Date. The Investors shall have performed in all material respects all obligations and conditions herein required to be performed or observed by them on or prior to the Closing Date.
(b) The Investors shall have delivered to the Company all of the closing deliveries specified in Section 3.2(b) hereof.
(c) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Agreements.
(d) The Investors shall have executed and delivered such other documents as the Company may reasonably request.
Company’s Conditions to Closing. The obligations of the Company to effect the Restructuring Transactions and the other transactions contemplated hereby are further subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:
