Conditions Precedent Closing. VI.1 Conditions to Each Party's Obligation to Effect the Merger. The respective obligation of each party to effect the Merger is subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:
Conditions Precedent Closing. Section 4.01. Conditions to RVB's, First Federal's and CNB's Obligations. The obligations of RVB, First Federal and CNB to consummate the Merger in accordance with this Agreement are subject to the satisfaction on or prior to the Closing of each of the following conditions precedent, unless waived by each of RVB, First Federal and CNB in accordance with Section 6.04 hereof:
Conditions Precedent Closing. The City and Developer agree that the transaction contemplated herein is contingent upon the resolution of the “City Contingencies” and “Developer Contingencies contained in this Section 3.5. In the event any of the City Contingencies or Developer Contingencies have not been satisfied or waived, in the sole and absolute judgment of City or Developer as applicable, by the dates specified below, or, if no date is specified then on or before the Closing Date, the City and/or Developer, may terminate this Agreement by giving written notice to the other party, at which time the Xxxxxxx Money and Extension Deposit will be returned to the Developer. The City Contingencies are for the sole benefit of the City and the City shall have the right to waive any or all of the City Contingencies by written notice to the Developer. The Developer Contingencies are for the sole benefit of the
(a) The City’s obligation to convey the Development Property shall be subject to the satisfaction of, or waiver in writing by the City of, all of the following conditions precedent:
(i) The Contract Vendor providing a Deed to the Development Property to the City on or before the Closing Date;
Conditions Precedent Closing. 20 ARTICLE 15. TERM................................................. 21
Conditions Precedent Closing. As conditions precedent to the making of any loan or Advance hereunder, Borrowers shall deliver to Lender, or shall cause to be delivered to Lender, the following documents duly executed and in form satisfactory to Lender and its counsel;
(a) the Revolving Loan Note and each of the other Loan Documents duly executed and delivered by the appropriate parties thereto;
(b) Copies of all filing receipts or acknowledgements issued by any governmental authority to evidence any filing or recordation necessary to perfect the Liens of Lender in the Collateral and evidence in a form acceptable to Lender that such Liens constitute valid and perfected first priority security interests and Liens;
(c) Appropriate corporate resolutions of the Board of Directors of each Borrower;
(d) A closing certificate executed by the Chief Executive Officer and Chief Financial Officer of KTI certifying that (i) the representations and warranties set forth in this Agreement are true and correct in all material respects on and as of such date, (ii) there has been no material adverse change in the financial conditions of KTI since September 30, 1996, and (iii) on such date no Event of Default has occurred or is continuing.
(e) The letter to accountants required by Section 8.5 of this Agreement;
(f) The favorable written opinion of McDexxxxx, Xxll & Emerx, counsel to the Borrowers, in form and substance satisfactory to Lender;
(g) The favorable written opinion of Robexx X. Xxxxxx, in-house counsel to the Borrowers, in form and substance satisfactory to Lender;
Conditions Precedent Closing. 65 Section 7.1. Conditions Precedent to Each Party’s Obligations .......................................65 Section 7.2. Conditions Precedent to Buyer’s Obligations...............................................66 Section 7.3. Conditions Precedent to the Xxxxxxx Parties’ Obligations ..........................66 Section 7.4. Frustration of Conditions Precedent .............................................................67
Conditions Precedent Closing. As a condition precedent to the release of a Release Mortgaged Property, the Aggregate Loan to Value Ratio and Aggregate Debt Service Coverage Ratio for the proposed resulting Collateral Pool must satisfy the following conditions:
(i) from the Initial Closing Date until the day immediately prior to the Third Anniversary, the Aggregate Loan to Value Ratio and Aggregate Debt Service Coverage Ratio of the resulting Collateral Pool shall satisfy the Coverage and LTV Tests;
(ii) from the Third Anniversary to the day immediately prior to the Sixth Anniversary, the Aggregate Loan to Value Ratio of the resulting Collateral Pool shall be no greater than seventy percent (70%) and the Aggregate Debt Service Coverage Ratio of the resulting Collateral Pool shall be no less than 1.30:1.0; and
(iii) from the Sixth Anniversary until the Termination Date, the Aggregate Loan to Value Ratio of the resulting Collateral Pool shall be no greater than sixty-five percent (65%) and the Aggregate Debt Service Coverage Ratio of the resulting Collateral Pool shall be no less than 1.35:1.0.
(iv) If Lender determines that all conditions precedent are satisfied, including without limitation those in Section 5.01 and Section 5.05, Lender shall cause the Release Mortgaged Property to be released, at a closing to be held at offices designated by Lender on a Closing Date selected by Lender, and occurring within thirty (30) days after Lender’s receipt of the Release Request (or on such other date as Borrower and Lender may agree), by executing and delivering, and causing all applicable parties to execute and deliver, all at the sole cost and expense of Borrower, the Release Documents. At Lender’s option, Borrower shall prepare the Release Documents and submit them to Lender for its review.
Conditions Precedent Closing. 42 17.1. Conditions Precedent..........................................................................42 17.2. Conditions to All Extensions of Credit........................................................43 vi
Conditions Precedent Closing. 28 4.1 Conditions to Each Party's Obligation..........................................28 4.2 Conditions to Obligation of Nordstrom..........................................28 4.3 Conditions to Obligations of the Nordxxxxx.xxx, Xxc............................29 4.4 Closing........................................................................30 4.5 Assumption of Liabilities and Obligations......................................30 4.6 Calculation of Assuming Working Capital Liabilities............................30
