CONDITIONS OF THE CLOSING AND ADVANCES Sample Clauses

CONDITIONS OF THE CLOSING AND ADVANCES. 7 6.1 General Conditions to the Closing Date.................................
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CONDITIONS OF THE CLOSING AND ADVANCES. GENERAL CONDITIONS TO THE CLOSING DATE. The Closing Date is subject to the satisfaction, immediately prior to or concurrently therewith, of the following conditions precedent: - OPERATIVE AGREEMENTS. Each of the Operative Agreements entered into on the Closing Date or subsequently shall have been duly authorized, executed, acknowledged and delivered by the parties thereto and shall be in full force and effect, and no Default shall exist thereunder (both before and after giving effect to the transactions contemplated by the Operative Agreements), and the Rent Purchasers and the Lessor shall have received a fully executed copy of each of the Operative Agreements.
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CONDITIONS OF THE CLOSING AND ADVANCES. 5.1 CONDITIONS TO THE HOLDERS' AND LENDERS' OBLIGATIONS TO MAKE LOANS AND HOLDER ADVANCES ON THE INITIAL FUNDING DATE. The agreement of each Lender to make Loans, and of each Holder to make Holder Advances on the initial Funding Date, and the agreement of the Trust to acquire the Property or Properties, as applicable, on the initial Funding Date, is subject to the satisfaction, immediately prior to or concurrently therewith, of the following conditions precedent:
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CONDITIONS OF THE CLOSING AND ADVANCES. 6.1 General Conditions to Investor's and SPC's Obligations to Make Investor Contributions and SPC Loans. The obligation of Lessee, Lessor, each Investor, SPC, Agent Bank and each Bank to perform its obligations on the Closing Date, including funding Investor Contributions, in the case of each Investor, funding SPC Loans and issuing Commercial Paper, in the case of SPC, and providing Backup Facility Commitments, in the case of the Banks, shall be subject to the fulfillment to the reasonable satisfaction of (including, with respect to writings, such writings being in form and substance reasonably satisfactory to the addressee or beneficiary thereof), or the waiver in writing by Lessee, Lessor, each Investor, SPC, Agent Bank, and the Banks, as applicable, of the following conditions precedent on or before the Closing Date:
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CONDITIONS OF THE CLOSING AND ADVANCES. Section 6.1 Conditions to Lessors' and Lenders' Obligations to Make Loans and Lessor Contributions on the Initial Funding Date..
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Related to CONDITIONS OF THE CLOSING AND ADVANCES

  • Conditions to Obligations of the Purchasers The obligations of the Purchasers to consummate the Purchase shall be subject to the fulfillment on or prior to the Closing of each of the following conditions: (a) No statute, rule or regulation or order of any court or administrative agency shall be in effect which prohibits the consummation of the transactions to be consummated at Closing; (b) The waiting period required by the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, applicable to the consummation of the transactions contemplated by this Agreement shall have expired or been terminated by the Federal Trade Commission and the Antitrust Division of the United States Department of Justice. (c) Each of the representations and warranties of the Company contained in this Agreement shall be true and correct as of the Closing (except to the extent such representations and warranties are made as of a particular date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and the Company shall have delivered to the Purchasers a certificate, dated the Closing Date and signed by the Company to the effect set forth in this Section 5.1(c); (d) The holders of Common Stock of the Company present in person or by proxy at a duly called meeting of the Company’s stockholders shall have authorized and approved the issuance and sale of the Securities to the Purchasers by the affirmative vote of a majority of the votes cast at such meeting, provided that the total votes cast on the proposal represent at least 50% of the Common Stock entitled to vote thereon (the “Company Stockholder Approval”). (e) The Company in all material respects shall have performed, satisfied and complied with each of its covenants and agreements set forth in this Agreement to be performed, satisfied and complied with prior to or at Closing; (f) The Purchasers and the Company shall have executed a registration rights agreement substantially in the form attached hereto as Exhibit A; (g) The Purchasers, the PCP Entities and Penske shall have executed a stockholders agreement substantially in the form agreed prior to the date hereof (the “Stockholders Agreement”); (h) The Purchasers, the Company and the other parties thereto shall have executed a termination of the Second Amended and Restated Stockholders Agreement substantially in the form agreed prior to the date hereof; and (i) The Purchasers shall have received an opinion, addressed to them, and dated the Closing Date, from counsel to the Company in form and substance reasonably satisfactory to the Purchasers with respect to completion of corporate action and enforceability.

  • Conditions to Obligations of the Company The obligation of the Company to effect the Merger is also subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following conditions:

  • Conditions Precedent to Obligations of the Company The obligations of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of the following conditions:

  • Conditions to Obligations of the Buyer The obligations of the Buyer under this Agreement are subject to the fulfillment, at the Closing Date, of the following conditions precedent, each of which may be waived in writing in the sole discretion of the Buyer:

  • Conditions to Obligations of the Sellers The obligations of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

  • Conditions to Obligations of the Purchaser The obligations of the Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

  • 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 Precedent to Obligations of the Sellers The obligations of the Sellers under this Agreement at the Closing and the consummation by the Sellers of the transactions contemplated hereby are subject to the satisfaction or fulfillment by the Buyer, prior to or at the Closing, of each of the following conditions, unless waived in writing by the Sellers:

  • Conditions of the Company’s Obligations at Closing The obligations of the Company to each Purchaser 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 the Seller The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

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