Conditions of Each Closing Sample Clauses

Conditions of Each Closing. Each Closing shall be held at the offices of May Xxxxx or its counsel. The obligations of May Xxxxx hereunder shall be subject to the continuing accuracy of the representations and warranties of Forefront herein as of the date hereof and as of each Advance Date with respect to Forefront as if it had been made on and as of such Advance Date; the accuracy on and as of each Advance Date of the statements of the officers of Forefront made pursuant to the provisions hereof; and the performance by Forefront on and as of each Closing of its covenants and obligations hereunder and to the following further conditions: A. At each Closing, May Xxxxx shall receive the opinion of counsel, Xx. Xxxxx, dated as of the date of the Closing, which opinion shall be in form and substance reasonably satisfactory to counsel for May Xxxxx. B. At or prior to each Closing, counsel for May Xxxxx shall have been furnished such documents, certificates and opinions as they 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 each 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 Forefront 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, entered into by Forefront which has not been disclosed in the Offering Materials or to May Xxxxx in writing; (iii) except as set forth in the Offering Materials, Forefront 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, Forefront 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); (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except ...
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Conditions of Each Closing. At each Closing, the purchasers -------------------------- shall receive the opinion of Xxxxxxx Xxxxx Xxxxxxx & Xxxxxxxxx, LLP, counsel to the Company, dated as of the date of Closing, which opinion shall be in form and substance reasonably satisfactory to counsel for the Placement Agent.
Sample 1
Conditions of Each Closing. The obligation of FFCA to consummate each of the Closings is subject to the fulfillment or waiver of each of the following conditions with respect to the corresponding Premises and Loan:
Sample 1
Conditions of Each Closing. Each Closing shall be held at the offices of May Xxxxx or its counsel. The obligations of May Xxxxx hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company herein as of the date hereof and as of each Advance Date with respect to the Company as
Sample 1
Conditions of Each Closing. The obligation of FFCA to make each Loan and the corresponding Equipment Loan is subject to the fulfillment or waiver of each of the following conditions precedent with respect to the Site and Equipment being financed pursuant to such Loan and Equipment Loan (all references to "Site(s)" and "Equipment" contained in this Section 12 shall be deemed to refer to only such Site(s) and Equipment): A. Title; Ground Leases. (i) Title to such Site and Equipment shall be vested in Debtor, free of all Liens, except Permitted Exceptions and the lien created by the Deed of Trust, the Equipment Security Agreement and the UCC-1
Sample 1
Conditions of Each Closing 
Sample 1

Related to Conditions of Each Closing

  • Conditions Precedent to Obligations of Each Party The obligations of each Party to effect the Merger and otherwise consummate the Contemplated Transactions to be consummated at the Closing are subject to the satisfaction or, to the extent permitted by applicable Law, the written waiver by each of the Parties, at or prior to the Closing, of each of the following conditions:

  • 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.

  • CONDITIONS OF SALE The sale is made by UNITED OVERSEAS BANK (MALAYSIA) BHD (hereinafter called “the Assignee/Bank”) in the exercise of the rights and powers conferred upon the Assignee/Bank in pursuance of the Loan Agreement Cum Assignment And Power of Attorney both dated the 28th day of April, 2011 executed by the Assignor/Borrower in favour of the Assignee/Bank and is made subject to all conditions and category of land use, expressed or implied or imposed upon or relating to or affecting the Property and subject to the terms and conditions contained herein.

  • Conditions to Obligations of Each Party The respective obligations of each Party to perform this Agreement and consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction of the following conditions, unless waived by both Parties pursuant to Section 11.6:

  • Conditions of Initial Loans The obligation of each Lender to make its initial Loans and of each L/C Issuer to Issue, or cause to be Issued, the initial Letters of Credit hereunder is subject to satisfaction of the following conditions in a manner satisfactory to Agent:

  • 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 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 OF EACH EXTENSION OF CREDIT The obligation of Bank to make each extension of credit requested by Borrower hereunder shall be subject to the fulfillment to Bank's satisfaction of each of the following conditions:

  • Conditions to the Obligations of Each Party The obligations of the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following conditions:

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