CONDITIONS PRECEDENT FOR BUYER Sample Clauses

CONDITIONS PRECEDENT FOR BUYER. All obligations of the Buyer under ------------------------------ this Agreement are, at its option, subject to the fulfillment, prior to or at the closing, of each of the conditions described in this Section 8.
Sample 1See All (4)
AutoNDA by SimpleDocs
CONDITIONS PRECEDENT FOR BUYER. The obligation of Buyer to purchase the Property from Seller under this Agreement is, subject to the satisfaction, at Closing, of each of the following: (i) The representations and warranties made by Seller in this Agreement shall be true, accurate and complete in all material respects on and as of the Closing Date with the same force and effect as if such representations and warranties were made on and as of such date. (ii) Seller shall have performed all covenants and obligations required by this Agreement to be performed by Seller on or before Closing. (iii) Title to the property shall conform with the requirements of Paragraph 17 herein and Buyer shall have received a written Commitment for Title Insurance, as described in Paragraph 17, indicating that an owner's title insurance policy in accordance with the provisions of Paragraph 17 will be issued after the date of Closing and compliance with any requirements contained therein. At Closing, said Commitment shall be "marked up" indicating satisfaction of all requirements set forth in said Commitment and deleting all standard exceptions; i.
Sample 1Sample 2
CONDITIONS PRECEDENT FOR BUYER. The obligation of Buyer to purchase the Property from Seller under this Agreement is, subject to the satisfaction, at Closing, of each of the following: (i) The representations and warranties made by Seller in this Agreement shall be true, accurate and complete in all material respects on and as of the Closing Date with the same force and effect as if such representations and warranties were made on and as of such date. (ii) Seller shall have performed all covenants and obligations required by this Agreement to be performed by Seller on or before Closing. (iii) Title to the property shall conform with the requirements of Paragraph 17 herein and Buyer shall have received a Written Commitment for Title Insurance, as described in Paragraph 17, indicating that an owner's title insurance policy in accordance with the provisions of Paragraph 17 will be issued after the date of Closing and compliance with any requirements contained therein. (iv) Seller shall furnish a written estoppel letter from the tenants set forth in Paragraph 18 of this Agreement.
Sample 1
CONDITIONS PRECEDENT FOR BUYER. Section 12 of the Stock Purchase Agreement is hereby amended to add a new Section 12.11 as follows:
Sample 1
CONDITIONS PRECEDENT FOR BUYER. All obligations of the Buyer under this Agreement are, at its option, subject to the fulfillment, prior to or at the closing, of each of the following conditions: (i) Representations and warranties true at closing. The Seller's and Crowley's representations and warranties contained in this Agreement xxxxx xx true at the time of closing as though such representations and warranties were made at closing.
Sample 1
CONDITIONS PRECEDENT FOR BUYER. Buyer's obligation to purchase the Property and to pay the Purchase Price are subject to the following conditions precedent having been satisfied at or prior to the Closing: (a) Buyer's receipt of commitments for an owners and lenders A.L.T.A. policy of title insurance issued by State Title Services, Inc., Lincoln, Nebraska ("Title Company") as agent, pursuant to which Title Company agrees to insure good and marketable fee simple title to the Property, free and clear of all liens and encumbrances but subject to easements and restrictions of record which will not materially adversely effect Buyer's intended use of the Property to lease to Seller, in Buyer's sole judgment, and subject to the general exceptions to the title policy. The title policy shall be in the name of Buyer for the full amount of the Purchase Price (or of the loan, as appropriate) upon delivery of a special warranty deed to Buyer from Seller (with the warranty limited to claims of persons holding by, through, or under Seller). The cost of the owner's title insurance premium shall be divided equally between the parties. The cost for the lender's title insurance premium and any endorsements shall be paid by Buyer. (b) Buyer and Seller shall have entered into a Lease for the Property substantially in the form attached hereto as Exhibit 1. (c) Buyer shall have exercised its option to purchase, and shall have closed on the purchase of, Lot 3, Block 3, Lincoln Industrial Park South, Lincxxx, Xxxxxxxx. (x) Xxxxx xxxxx xave obtained a financing commitment for 80% of the Purchase Price on commercially reasonable terms.
Sample 1
CONDITIONS PRECEDENT FOR BUYER. All obligations of Buyer under this Agreement are subject to the fulfillment of each of the following conditions, any one or more of which may be waived by Buyer, in its sole discretion, in whole or in part: 12.1 Sellers’ representations and warranties contained in this Agreement shall be true at the date hereof and at the time of Closing as though such representations and warranties were made at such time. 12.2 Sellers shall have substantially and materially performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by them prior to or at the Closing. 12.3 Sellers are able to convey to Buyer good and merchantable title to the Stock of HFUSI free and clear of any liens or encumbrances. 12.4 Buyer shall be satisfied that all of the Assets are owned by HFUSI free and clear of any liens or encumbrances, subject to Permitted Liens. 12.5 No later than June 10, 2014 (or such later date as the parties shall mutually agree), Buyer shall have obtained, in Buyer’s sole discretion, satisfactory financing for one-half of the Purchase Price. 12.6 The Real Estate shall have been appraised by a licensed appraiser for a value equal to or greater than the Purchase Price. 12.7 All conveyances and transfers required of Sellers hereunder, together with documentation provided for herein, including but not limited to the conveyance of one-half of the mineral rights and one-half of the oil and gas rights related to the Real Estate from Hudye Energy, LLC, shall be completed by the Closing Date. A copy of the proposed Quit Claim Mineral Deeds are attached hereto as Exhibit “D” and by reference made a part hereof. 12.8 No later than June 10, 2014 (or such later date as the parties shall mutually agree), the existing Farm Leases on the Real Estate shall have been terminated and the Crop Transfer shall have been consummated. 12.9 No later than June 10, 2014 (or such later date as the parties shall mutually agree), Buyer shall have received confirmation from its auditors, at a “should” level of comfort, that an Acquisition Structure results in the ownership of the assets of HFUSI by Farmland Partners Operating Partnership, LP (“OP”) (whether such ownership is direct or through an entity disregarded from OP for U.S. federal and applicable state income tax purposes) without the recognition of gain or loss by Buyer, HFUSI, OP or any affiliate of the foregoing for U.S. federal and applicable state income tax purposes. For purposes...
Sample 1
AutoNDA by SimpleDocs

Related to CONDITIONS PRECEDENT FOR BUYER

  • Conditions Precedent to Purchase The Purchase under this Agreement is subject to the conditions precedent that (a) Buyer shall have received on or before the date of such purchase those documents listed on Schedule A and (b) all of the conditions to the initial purchase under the Purchase Agreement shall have been satisfied or waived in accordance with the terms thereof.

  • Conditions Precedent to Closing The Local Church and Annual Conference acknowledge and agree that the obligations of the parties to effectuate the Closing on or about the Disaffiliation Date are expressly contingent and conditional on the following:

  • Conditions Precedent to all Transactions Buyer shall not be obligated to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied or waived by Buyer, with respect to each Asset on and as of the Purchase Date (including the first Purchase Date) therefor: (a) Buyer has received the following documents for each prospective Purchased Asset: (i) [reserved] (ii) an Underwriting Package, (iii) a Confirmation, (iv) if the prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyer, copies of the related Servicing Agreements, (v) Irrevocable Redirection Notices, (vi) a trust receipt and other items required to be delivered under the Custodial Agreement, (vi) with respect to any Wet Mortgage Asset, a Bailee Agreement (as defined in the Custodial Agreement), (vii) the related Servicing Agreement, if a copy was not previously delivered to Buyer, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may require; (b) immediately before such Transaction and immediately after giving effect thereto and to the intended use thereof, no Representation Breach (including with respect to any Purchased Asset), Default, Event of Default, Margin Deficit or Material Adverse Effect shall have occurred and is continuing, and the Debt Yield Test (with respect to all Legacy Purchased Assets) and PPV Test are all in compliance with respect to both the proposed Transaction and each other Purchased Asset; (c) Buyer has completed its due diligence review of the Underwriting Package, Purchased Asset Documents and such other documents, records and information as Buyer deems appropriate, and the results of such reviews are satisfactory to Buyer; (d) Buyer has (i) determined that such Asset is an Eligible Asset, (ii) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, and (iv) executed the Confirmation; (e) immediately after giving effect to such Transaction, the Aggregate Amount Outstanding does not exceed the Maximum Amount; (f) the Repurchase Date specified in the Confirmation is not later than the Maturity Date; (g) Seller has satisfied all requirements and conditions and has performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person on or before the Purchase Date; (h) to the extent the related Purchased Asset Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) any license, registration or other similar certification or official document available to Seller from the jurisdiction where the related Underlying Mortgaged Property is located, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents; (j) if requested by Xxxxx, such opinions from counsel to Seller, Pledgor and Guarantor as Buyer may require, including, without limitation, with respect to the perfected security interest in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than with respect to Purchased Assets transferred pursuant to a Master Bill of Sale; (k) no Change of Control has occurred unless such Change of Control has been approved by Xxxxx; (l) Custodian (or a bailee) shall have received executed blank assignments of all Purchased Asset Documents in appropriate form for recording, to the extent such documents are required to be recorded, in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents (the “Blank Assignment Documents”); (m) Neither Advisor nor any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyer; and (n) no Insolvency Event has occurred with respect to either Advisor or Sub-Advisor; Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 have been satisfied (or expressly waived by Xxxxx in writing) other than those set forth in Sections 6.01(a)(viii), (d) and (e) and Sections 6.02(c) and (d). The failure of Seller to satisfy (or obtain an express waiver in writing of) any of the conditions precedent in this Article 6 with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two (2) Business Days, pay to Buyer the Repurchase Price of such Purchased Asset.

  • Conditions Precedent to All Purchases (a) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to 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 (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement. (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date as though made on and as of such date and shall be deemed to have been made on and as of such date (unless stated to relate solely to 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 (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related Purchase Date, which list shall be as of such date incorporated into and made a part of this Agreement and an assignment substantially in the form of Exhibit A hereto, as applicable.

  • Conditions Precedent This Amendment shall become effective as of the date hereof (the “Amendment Effective Date”), subject to the satisfaction of the following conditions precedent:

  • Conditions Precedent to Closing Date The occurrence of the Closing Date and the obligation of each Lender to make any Advance hereunder on the Closing Date shall be subject to the conditions precedent that the Administrative Agent shall have received on or before the Closing Date the following, each in form and substance reasonably satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent): (a) each of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and the other Facility Documents; (c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) proper financing statements, in acceptable form for filing on the Closing Date, under the UCC with the Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral; (f) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts shall have been established and shall be subject to the Account Control Agreement; (i) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing to the Administrative Agent on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of counsel to the Administrative Agent and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (k) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (l) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied; (m) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance of the Closing Date, (x) all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and (y) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower.

  • Conditions Precedent to EFFECTIVENESS OF SECTIONS 2.01 AND 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "EFFECTIVE DATE") on which the following conditions precedent to the initial Advance by any Lender have been satisfied: (a) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Consolidated Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (b) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Company and its Consolidated Subsidiaries as they shall have reasonably requested as a basis for making its decision to enter into its commitment hereunder. (c) All governmental and third party consents and approvals necessary in connection with the transactions by the Company contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (d) The Company shall have notified the Agent in writing as to the proposed Effective Date. (e) The Company shall have paid all accrued fees and expenses of the Agent and the Lenders (including the invoiced accrued fees and expenses of counsel to the Agent). (f) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (g) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes to be delivered by it. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) A favorable opinion of Nicholas J. Camera, General Counsel of the Compaxx, xxx xx Xleary, Gottlieb, Steen & Hamilton, counsel for the Company, substanxxxxxy in the form of Exhibits D-1 and D-2 hereto, respectively. (v) A favorable opinion of Shearman & Sterling, counsel for the Agent, in form and substance satisfactory to the Agent. (h) The termination of the commitments of the Lenders and the payment in full of all Debt outstanding under the bilateral credit agreements and other confirmed lines of credit listed on Schedule 3.01(h).

  • Conditions Precedent to Obligation of Purchaser The obligation of Purchaser to consummate the transaction hereunder shall be subject to the fulfillment on or before the Closing Date of all of the following conditions, any or all of which may be waived by Purchaser in its sole discretion: (a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to the tenant estoppel certificates required under Section 7.2 and the documents and other items provided for in Section 10.3. (b) All of the representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the Closing Date (with appropriate modifications permitted under this Agreement). For the avoidance of doubt, the representations and warranties contained in Subsections 8.1 (f) and (g) may be modified at Closing to reflect changes in the identity of the Tenants and the Leases (that are not in violation of the operating covenants set forth in Section 7.1 above), notices received from any Tenant that it is terminating its Lease, vacating its premises, or filing for bankruptcy, any Tenant defaults between the date hereof and Closing, and any changes in the Service Contracts (in accordance with the operating covenants set forth in Section 7.1 above), and any defaults by the service providers thereunder. (c) Seller shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Seller as of the Closing Date. (d) At or prior to Closing, the Title Company shall be prepared, or First American Title Insurance Company’s National Office shall be prepared if the Title Company is not so prepared, to irrevocably commit to issue to Purchaser a standard Pennsylvania basic owner’s title insurance policy (without regard to any endorsements required by Purchaser or its lender) in the amount of the Purchase Price with respect to the Property pursuant to a marked-up title commitment or a pro-forma policy effective as of the Closing Date, subject only to Permitted Exceptions and the standard printed exceptions on such policy, upon the fulfillment by Seller and Purchaser of the Schedule B, Section I requirements, and the payment by Purchaser of the requisite premium. Seller shall have the right to arrange for First American Title Insurance Company’s National Office to become involved in such title decisions. (e) Closing shall simultaneously take place between KPG Purchasers and M-C Sellers under all of the Other P&S Agreements, unless such failure to close thereunder is due to the bad faith and intentional acts of Purchaser or any KPG Purchaser intended to impede Closing or a breach of any material covenant of Purchaser under this Agreement or any KPG Purchaser under the other P&S Agreements of which it is a party. If the conditions precedent to Closing under this Section 9.1 are not satisfied or waived by Purchaser on or before Closing, Purchaser shall have the right to terminate this Agreement and receive a refund of the Xxxxxxx Money Deposit and interest earned thereon and except with respect to the Termination Surviving Obligations, this Agreement shall be null and void and the parties shall have no further obligations to each other hereunder.

  • CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE The Purchaser's obligation to pay the Consideration and to take the other actions required to be taken by the Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Purchaser, in whole or in part):

  • Conditions Precedent to Initial Purchase The initial Purchase hereunder is subject to the condition precedent that the Administrator shall have received, on or before the date of such Purchase, the following, each (unless otherwise indicated) dated such date or another recent date acceptable to the Administrator and in form and substance satisfactory to the Administrator: (a) This Agreement, duly executed by each of the parties hereto; (b) The Sale Agreement, duly executed by KBK and Seller, together with (i) the closing documents required to be delivered thereunder, and (ii) evidence reasonably satisfactory to the Administrator that Seller shall have received from KBK capital contributions in an aggregate amount of not less than $5,000,000 in exchange for common stock of Seller; (c) A certificate of the Secretary or Assistant Secretary of Seller certifying (i) the names and the signatures of the incumbent officers of Seller authorized to sign this Agreement and the other Transaction Documents to be delivered by it (on which certificate the Administrator and Purchaser may conclusively rely until such time as the Administrator shall receive a revised certificate meeting the requirements of this subsection (c)), (ii) that the copy of the articles or certificate of incorporation of Seller attached thereto and duly certified by the Secretary of State of Delaware as of a recent date acceptable to the Administrator is a complete and correct copy thereof and that the same has not been amended, modified or supplemented and is in full force and effect as of the date thereof, (iii) that the copy of the by-laws of Seller attached thereto is a complete and correct copy thereof and that such by-laws have not been amended, modified or supplemented and are in full force and effect as of the date thereof, and (iv) the resolutions of Seller's board of directors approving and authorizing the execution, delivery and performance by Seller of this Agreement and the other Transaction Documents to which it is a party, and that such resolutions have not been amended, modified or rescinded and are in full force and effect as of the date thereof; (d) Copies of good standing certificates for Seller issued by the Secretary of State of Delaware and by the appropriate official of each other jurisdiction where such qualification is required under SECTION 6.01(B); (e) Acknowledgment copies (or other evidence of filing reasonably acceptable to the Administrator) of (i) proper financing statements (Form UCC-1), filed on or prior to the date of the initial Purchase in the State of Texas and in such other jurisdictions as the Administrator may reasonably request, substantially in the form of EXHIBIT 5.01(E) or in such other form as the Administrator may reasonably request (with such changes, if any, as the Administrator may find acceptable in its discretion), naming Seller as the debtor and seller of an undivided percentage interest in the Pool Receivables and Related Assets and Purchaser as the secured party and purchaser; and (ii) such other similar instruments or documents, if any, as may be necessary or, in the opinion of the Administrator, desirable under the UCC or any comparable law of all appropriate jurisdictions to perfect Purchaser's undivided percentage interest in the Pool Receivables and Related Assets; (f) Search reports provided in writing to the Administrator by Vxxxxx & Exxxxx L.L.P., (i) listing all effective financing statements or other, similar instruments or documents that name Seller as debtor and that are filed in the jurisdictions in which filings were made pursuant to SUBSECTION (E) above and in such other jurisdictions as the Administrator shall reasonably request, together with copies of such financing statements (none of which, other than (1) any of the financing statements or other instruments or documents described in CLAUSE (E) above, and (2) any financing statements which shall have been terminated (and of which the Administrator shall have received satisfactory evidence of termination), shall cover any Receivables or Related Assets), and (ii) listing all tax liens and judgment liens (if any) filed against any debtor referred to in CLAUSE (I) above in the jurisdictions described therein and showing no such Liens; (g) Duly executed copies of (i) Lock-Box Agreements with each of the Lock-Box Banks, covering the Lock-Box Accounts described in SECTION 7.01(I), (ii) post-office box assignments for each post-office box into which Collections on the Pool Receivables may be deposited and (iii) the Collection Account Agreement with the Collection Account Bank; (h) A favorable opinion of Vxxxxx & Exxxxx L.L.P., special counsel to KBK and Seller, in substantially the form of EXHIBIT 5.01(H)-1 and a favorable opinion of general counsel to KBK and Seller, in substantially the form of EXHIBIT 5.01(H)-2; (i) Such powers of attorney, substantially in the form of EXHIBIT 5.01(I) (or in such other form as the Administrator may reasonably request), as the Administrator shall reasonably request to enable the Administrator to collect all amounts due under any and all Pool Receivables; (j) A PRO FORMA Information Package, prepared in respect of the proposed initial Purchase, as of the initial Cut-Off Date of April 11, 1997; (k) Written approval by the Credit Bank of this Agreement and the transactions contemplated hereby; (l) Letters from each of Standard & Poor's Ratings Services and Mxxxx'x Investors Service, Inc. confirming that the existing ratings of the Commercial Paper Notes will remain in effect after giving effect to the transactions contemplated hereby; (m) A computer file containing all account information related to the Receivables; and (n) Such other agreements, instruments, certificates, opinions and other documents as the Administrator may reasonably request.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!