Conditions Precedent to Initial Transfer Sample Clauses

Conditions Precedent to Initial Transfer. The initial Transfer hereunder shall be subject to satisfaction of each of the following conditions precedent:
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Conditions Precedent to Initial Transfer from the ------------------------------------------------- Originator. The initial Transfer of Receivables from the Originator hereunder ---------- is subject to the conditions precedent that the Transferee shall have received on or before the date of such Transfer the following, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the Transferee: (a) Certified copies of the resolutions of the Board of Directors of the Originator approving this Agreement and certified copies of all documents evidencing other necessary corporate or limited liability company action and governmental approvals, if any, with respect to this Agreement. (b) A certificate of the Secretary or Assistant Secretary of the Originator certifying the names and true signatures of the officers of the Originator authorized to sign this Agreement and the other documents to be delivered by it hereunder. (c) Acknowledgment copies or time stamped receipt copies of proper financing statements, duly filed on or before the date of the initial Transfer (or such later date as determined by the Transferee), naming the Originator as the debtor and the Transferee as the secured party, or other similar instruments or documents, as the Transferee may deem necessary or desirable under the UCC of all appropriate jurisdictions or other applicable law to perfect the Transferee's security interest in the Transferred Receivables and Related Security and Collections with respect thereto. (d) Acknowledgment copies or time stamped receipt copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Transferred Receivables, Related Contracts or Related Security previously granted by the Originator. (e) Completed requests for information, dated on or before the date of such initial Transfer, listing all effective financing statements filed in the jurisdictions referred to in subsection (c) above that name the Originator as debtor, together with copies of such other financing statements (none of which shall cover any Transferred Receivables, Related Contracts or Related Security). (f) Payment by the Transferee to the Originator for the initial Transfer hereunder will constitute acknowledgment that the conditions set forth above have been satisfied or waived.
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Conditions Precedent to Initial Transfer. The Initial Transfer hereunder is subject to the conditions precedent that the Company shall have received on or before the Initial Transfer Date each of the items listed in Schedule I, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the Company.
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Conditions Precedent to Initial Transfer. The initial Transfer hereunder shall be subject to satisfaction of each of the following conditions precedent (any one or more of which may be waived in writing by each of Buyer and the Administrative Agent):
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Conditions Precedent to Initial Transfer. The initial Transfer hereunder is subject to the condition precedent that the Participant shall have received, on or before the date hereof, the following, each in form and substance satisfactory to the Participant:
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Conditions Precedent to Initial Transfer. 22- SECTION 5.02 Conditions Precedent to All Transfers and Reinvestments.........-25- ARTICLE VI REPRESENTATIONS AND WARRANTIES
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Conditions Precedent to Initial Transfer. On or prior to the Closing Date, the Transferor and the Servicer shall deliver to the Agent (with suffi- cient copies for each Senior Class Agent and their re- spective counsel) the following documents, instruments and fees, all of which shall be in a form and substance acceptable to the Agent and each Senior Class Agent:
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Conditions Precedent to Initial Transfer. On or prior to the Closing Date, the Transferor and the Servicer shall deliver to the Agent (with sufficient copies for each Senior Class Agent and their respective counsel) the following documents, instruments and fees, all of which shall be in a form and substance acceptable to the Agent and each Senior Class Agent: (a) A copy of the resolutions of the Board of Directors (or Executive Committee) of each of the Transferor and the Servicer, certified by an Executive Vice President, Senior Vice President, Treasurer, Secretary or Assistant Secretary, approving the execution, delivery and performance by the Transferor and the Servicer, respectively, of the Series Supplement, this Agreement, the Certificates and the other Transaction Documents to which the Transferor or the Servicer is a party. (b) The Certificate of Incorporation and the Articles of Incorporation of the Transferor and the Servicer, respectively, certified by the Secretary of State or other similar official of its jurisdiction of incorporation dated a recent date and further certified by an officer of each respective corporation. (c) A Good Standing Certificate for the Transferor and the Servicer and issued by the Secretary of State or other similar official of its jurisdiction of incorporation and certificates of qualification as a foreign corporation issued by the Secretaries of State or other similar officials of each jurisdiction where such qualification is material to the transactions contemplated by the Transaction Documents to which such Person is a party, in each case dated a date reasonably prior to the Closing Date. (d) A certificate of an Executive Vice President, Senior Vice President, Treasurer, Secretary or Assistant Secretary of the Transferor and the Servicer substantially in the form of Exhibit C hereto. (e) Favorable opinion of Xxxxxx & Bird LLP, counsel to the Transferor, the Servicer and each Eligible Originator in substantially the form of Exhibit E hereto with respect to certain corporate and enforceability matters. (f) Favorable opinions of counsel to the Trustee, as to the due authorization, execution and delivery by the Trustee of the Series Supplement and each other Transaction Document executed by the Trustee. (g) An executed copy of the Master Pooling and Servicing Agreement, the Series Supplement, this Agreement, the Fee Letters, and executed or a certified copy of each of the other Transaction Documents to be executed by the Transferor or the Servicer. (h) The Cla...
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Conditions Precedent to Initial Transfer from the Originator 12 ---------------------------------------- SECTION
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Related to Conditions Precedent to Initial Transfer

  • Conditions Precedent to Loans The obligation of each Lender to make Loans is further subject to the following conditions precedent: (a) The Administrative Agent shall have received reasonably satisfactory evidence that the Lenders have a valid and perfected first priority lien and security interest in the Collateral. (b) The absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect or restrain, enjoin or otherwise prohibit the Acquisition. (c) The Borrower shall have a financial strength rating by A.M. Best Company, Inc. of A- stable or better. (d) There shall have been no amendment to the Acquisition Agreement that is adverse to the Lenders (and the Lenders shall have received a copy of all amendments) except such amendments as have received the written approval of the Administrative Agent (such approval not to be unreasonably withheld or delayed). (e) The receipt of any material governmental and other third party approvals required for the intended use of the proceeds of the Senior Credit Facility, the granting of the Collateral and the Acquisition. (f) All conditions precedent in the Acquisition Documents (other than payment of the purchase price thereunder) have been satisfied or otherwise waived (with the approval of the Administrative Agent (such approval not to be unreasonably withheld or delayed)) and the closing thereunder shall occur on the Closing Date. (g) The Existing Credit Agreement shall have been (or concurrently with the Closing Date is being) amended in a manner reasonably satisfactory to the Administrative Agent to revise the statutory surplus covenant and provide for collateral for the obligations thereunder on the same terms and conditions as this Agreement. (h) The Lenders shall have received two year projections for the Loan Parties giving effect to the Acquisition. (i) Any fees required to be paid on or before the Closing Date shall have been paid. (j) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).

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