Common use of Conditions Precedent for Payment of the Purchase Price Clause in Contracts

Conditions Precedent for Payment of the Purchase Price. CAM shall have no obligation to pay the Purchase Price to Seller until each of the following obligations has been satisfied: (a) this Agreement has been fully executed and delivered by Seller; (b) the Security Agreement referenced in Section 5.1 hereof, and the security interest granted in the collateral therein, shall be in full force and effect; (c) Seller has delivered to CAM an appropriate resolution adopted by the Seller’s board of directors or governors, substantially in the form attached hereto as Exhibit A, authorizing the execution, delivery and performance of this Agreement and sale of the Accounts; (d) Seller shall have executed and delivered to CAM the Irrevocable Assignment of Accounts in the form attached hereto as Exhibit B; (e) Seller shall have executed and delivered to CAM the Irrevocable Funds Distribution Authorization in the form attached hereto as Exhibit C; (f) Seller shall have executed and delivered to CAM the Authorization for Direct Payment via ACH attached hereto as Exhibit D; (g) Seller shall have delivered to CAM copies of all of its organizational documents and a Certificate of Good Standing from the state of its organization and if necessary, a copy of its license or licenses required to conduct its business in the state where said business is being conducted.

Conditions Precedent for Payment of the Purchase Price. CAM shall have no obligation to pay the Purchase Price to Seller until each of the following obligations has been satisfied: (a) this Agreement has been fully executed and delivered by Seller; (b) the Security Agreement referenced in Section 5.1 hereof, and the security interest granted in the collateral therein, shall be in full force and effect; (c) Seller has delivered to CAM an appropriate resolution adopted by the Seller’s board of directors or governors, substantially in the form attached hereto as Exhibit A, authorizing the execution, delivery and performance of this Agreement and sale of the Accounts; (d) Seller shall have executed and delivered to CAM the Irrevocable completed Notice of Purchase and Assignment of Accounts in the form attached hereto as Exhibit B; (e) Seller shall have executed and delivered to CAM the Irrevocable Funds Distribution Authorization Assignment of Accounts in the form attached hereto as Exhibit C; (f) Seller shall have executed and delivered to CAM the Irrevocable Funds Distribution Authorization in the form attached hereto as Exhibit D; (g) Seller shall have executed and delivered to CAM the Bank Notice Letter attached hereto as Exhibit E; (h) Seller shall have executed and delivered to CAM the Authorization for Direct Payment via ACH attached hereto as Exhibit DF; (gi) Seller shall have delivered to CAM copies of all of its organizational documents and a Certificate of Good Standing from the state of its organization and if necessary, a copy of its license or licenses required to conduct its business in the state where said business is being conducted.