Conditions Precedent to Obligations of Owner Sample Clauses

Conditions Precedent to Obligations of Owner. The obligation of Owner to participate in the transaction contemplated hereby on the Closing Date is subject to the satisfaction or waiver by Owner, on or prior to the Closing Date, of the conditions precedent set forth below in this Section 4.3.
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Conditions Precedent to Obligations of Owner. The obligation of Owner to tender Sold Program Contracts to the Servicer pursuant to this Servicing Agreement is subject to the conditions precedent that Owner shall have satisfactorily completed its due diligence review of the Servicer and its operations and that Owner shall have received the following, in form and substance satisfactory to Owner, by the Closing Date, or such other date as may be specified for the receipt of such document or instrument by the Owner. (a) The articles of incorporation of the Servicer certified, as of a date no more than ten (10) days prior to the Closing Date, by the Secretary of State of Delaware; (b) A good standing certificate from the State of Delaware, dated no later than ten (10) days prior to the Closing Date, and within twenty (20) days after the Closing Date, from each state in which the Servicer is required to qualify to do business as a foreign corporation, each of which shall be dated no later than thirty (30) days prior to the actual delivery date; (c) A list of states in which the Servicer is qualified to engage in business and, if necessary, has obtained a collection agency license or like or similar license and a copy of each such collection agency license or other authority to transact such business; (d) A certificate of the Secretary or Assistant Secretary of the Servicer (on which certificate the Owner may conclusively rely until such time as it shall receive from the Servicer
Sample 1
Conditions Precedent to Obligations of Owner. The obligation of Owner to tender Sold Program Contracts to the Servicer pursuant to this Servicing Agreement is subject to the conditions precedent that Owner shall have satisfactorily completed its due diligence review of the Servicer and its operations and that Owner shall have received the following, in form and substance satisfactory to Owner, by the Closing Date, or such other date as may be specified for the receipt of such document or instrument by the Owner. (a) The articles of incorporation of the Servicer certified, as of a date no more than ten (10) days prior to the Closing Date, by the Secretary of State of Delaware; (b) A good standing certificate from the State of Delaware, dated no later than ten (10) days prior to the Closing Date, and within twenty (20) days after the Closing Date, from each state in which the Servicer is required to qualify to do business as a foreign corporation, each of which shall be dated no later than thirty (30) days prior to the actual delivery date; (c) A list of states in which the Servicer is qualified to engage in business and, if necessary, has obtained a collection agency license or like or similar license and a copy of each such collection agency license or other authority to transact such business; (d) A certificate of the Secretary or Assistant Secretary of the Servicer (on which certificate the Owner may conclusively rely until such time as it shall receive from the Servicer a revised certificate meeting the requirements of this subsection) certifying as of the Closing Date: (i) the names and true signatures of the officers authorized on its behalf to sign this Servicing Agreement, (ii) a copy of the Servicer's articles of incorporation and bylaws, and (iii) a copy of the resolutions of the board of directors of the Servicer approving this Agreement and the transactions contemplated hereby; (e) An Officer's Certificate in the form of Exhibit E attached to the Sale Agreement; (f) The favorable Opinion of Servicer's outside counsel satisfactory to Owner, in substantially the form of Exhibit F attached to the Sale Agreement; (g) The Servicer's Servicing Policies and Procedures; (h) A list and detailed description of material pending and threatened litigation to which the Servicer or any of its Affiliates or assets may be subject; (i) The financial statements of Servicer required to be delivered by the Servicer to the Owner pursuant to Section 3.1(a) of the Sale Agreement; and (j) Such other approvals, cons...
Sample 1
Conditions Precedent to Obligations of Owner. Participant. The obligation of the Owner Participant to make the Commitment ----------- available for payment as directed by the Owner Trustee on the Delivery Date is subject to satisfaction or waiver by the Owner Participant, on or prior to the Delivery Date, of the conditions precedent set forth below in this Section 3.01; provided, that it shall not be a condition precedent to the obligation of the -------- Owner Participant that any document be produced or action taken that is to be produced or taken by the Owner Participant or by a Person within the Owner Participant's control:
Sample 1
Conditions Precedent to Obligations of Owner. The obligation of Owner to participate in the transaction contemplated hereby on the Class B Closing Date is subject to the satisfaction or waiver by Owner, on or prior to the Class B Closing Date, of the conditions precedent set forth below in this Section 4.3.
Sample 1
Conditions Precedent to Obligations of Owner 
Sample 1

Related to Conditions Precedent to Obligations of Owner

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER The obligation of Seller to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, on or before the Closing Date hereunder, of each of the following conditions, all or any of which may be waived, in whole or in part, by Seller.

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF DEVELOPER The obligations of Developer under this Agreement are conditioned upon the following:

  • Conditions Precedent to Obligations of Sellers The obligations of Sellers under this Agreement shall, at the option of Sellers, be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:

  • Conditions Precedent to Obligations of Each Party The obligations of each Party to effect the Merger and otherwise consummate the Contemplated Transactions to be consummated at the Closing are subject to the satisfaction or, to the extent permitted by applicable Law, the written waiver by each of the Parties, at or prior to the Closing, of each of the following conditions:

  • Conditions Precedent to Obligations of the Purchaser The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by Applicable Law): (a) the representations and warranties of GM and Xxxxxx set forth in Article IV and Article V herein shall be true and correct as of the date of this Agreement and at and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, which need be true and correct only as of the specified date), except (other than in the case of Section 4.6 hereof) to the extent that all of the breaches of such representations and warranties collectively (without giving effect to any materiality or similar qualification) have not had and would not reasonably be expected to result in a Xxxxxx Material Adverse Effect that cannot be cured by the Outside Date and, in the case of representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements; provided, however, that any and all actions required to be taken pursuant to Section 9.4 and the effects thereof on the representations and warranties of GM and Xxxxxx set forth in Article IV and Article V shall be ignored for purposes of this Section 10.2(a); (b) GM and Xxxxxx shall have performed in all material respects all of their respective obligations hereunder to be performed by them on or prior to the Closing Date; (c) GM and Xxxxxx shall have furnished the Purchaser with a certificate dated the Closing Date signed on its behalf by its Chairman, President or any Vice President to the effect that the conditions set forth in Sections 10.2(a) and (b) have been satisfied; (d) certificates representing the Shares shall have been, or shall at the Closing be, validly delivered and transferred to the Purchaser, free and clear of any and all Encumbrances; (e) GM shall have provided the Purchaser with an affidavit of non-foreign status that complies with Section 1445 of the Code (a "FIRPTA Affidavit"); (f) there shall not have occurred after the date hereof and be continuing any Xxxxxx Material Adverse Effect; provided, however, that any and all actions taken pursuant to Section 9.4 and the effects thereof shall be ignored for the purposes of this Section 10.2(f); and (g) To the extent that the Ruling (i) includes statements or representations relating to facts that are or will be under the control of the Purchaser or any of its affiliates or (ii) is relevant to, or creates any actual or potential obligations of or limitations on, the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, Xxxxxx or its affiliates), such Ruling is reasonably satisfactory to the Purchaser, and the IRS has not notified GM or any party to this Agreement that the Ruling has been withdrawn, invalidated or modified in any manner that is or would reasonably be expected to be adverse to the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, Xxxxxx or its affiliates).

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER The obligations of Buyer under this Agreement shall, at the option of Buyer, be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER The obligations of the Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by the Buyer in writing) of the following conditions as of the Closing Date:

  • Conditions Precedent to the Obligations of Seller The obligation of Seller to proceed with any Closing under this Agreement is subject to the fulfillment prior to or at the time of Closing of the following conditions with respect to Purchaser, any one or more of which may be waived in whole or in part by Seller:

  • Conditions Precedent to Obligations of Purchaser The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Seller set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects as of said dates; (b) Seller shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them prior to the Closing Date; (c) Purchaser shall have received a certificate signed by an authorized officer of Seller, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled; (d) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documents; (e) there shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect); (f) [Reserved];

  • Conditions Precedent to the Obligations of Sellers The obligations of the Sellers to consummate the transactions contemplated by this Agreement are subject to the satisfaction, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the Sellers in whole or in part to the extent permitted by applicable Law): (a) each of the representations and warranties of Buyer set forth in Article VI shall be true and correct in all material respects on and as of the date hereof and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on and as of the Closing Date (or such earlier date), except that those representations and warranties that are qualified by materiality, Material Adverse Change or similar phrase shall be true and correct in all respects as of the date hereof and on and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on and as of the Closing Date (or such earlier date), and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect; (b) Buyer shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Buyer on or prior to the Closing Date, and the Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect; (c) all required consents, approvals and actions of, filings with and notices to any Governmental Body or any other Person set forth on Schedule 5.3(b) shall have been duly obtained, made or given and shall be in full force and effect; (d) Buyer shall have delivered, or caused to be delivered, to the Sellers all of the items set forth in Section 4.2(b); (e) at or prior to the Closing, Buyer shall have made arrangements, satisfactory to the Buyer in its sole discretion, to promptly pay the Cure Amount set forth on the Cure Schedule, so that the Contracts and Real Property Leases may be assumed by the Sellers and assigned to Buyer in accordance with the provisions of section 365 of the Bankruptcy Code; (f) at or prior to the Closing, Buyer shall have paid the Closing Cash Payment through an advance on the Sale Facility; (g) Buyer shall hold authorization to offer telecommunications services, if required, in each jurisdiction in which Sellers provide such services; or, in those States in which Non-Transferred Assets are located, Buyer shall know of no reason why it cannot obtain all such authorizations from State Regulatory Commissions in the Ordinary Course of Business; (h) The Sellers shall not have otherwise terminated this Agreement in accordance with the terms of Section 12.1; and (i) Buyer shall have provided Sellers with the Sale Facility on substantially the same terms and conditions (including priority of liens) as the DIP Facility.

Most Referenced Clauses

Most Referenced Definitions