Conditions Precedent to the. Initial Advance and Issuance of the Initial Letter of Credit. The obligation of the Lender Group to make the initial Advance and to issue the initial Letters of Credit is subject to the fulfillment, to the satisfaction of the Lender Group and its counsel, of each of the following conditions on or before the Closing Date:
(a) the Closing Date shall occur on or before April 30, 2002;
(b) Agent shall have filed all financing statements required by Agent, duly executed by the applicable Borrowers, and Agent shall have received searches reflecting the filing of all such financing statements;
(c) Agent shall have received each of the following documents, duly executed, and each such document shall be in full force and effect:
(i) the Parent Pledge Agreement,
(ii) the ZB Trademark Security Agreement,
(iii) the Xxxxxxx Trademark Security Agreement,
(iv) the Vendex Intercreditor Agreement,
(v) the Athanor Intercreditor Agreement,
(vi) the PNC Intercreditor Agreement,
(vii) any Participation Agreement,
(viii) the Fee Letter,
(ix) the Cash Management Agreements, and
(x) the Credit Card Agreements.
(d) Agent shall have received a certificate from the Secretary of each Borrower attesting to the resolutions of such Borrower's Board of Directors, authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Borrowers is a party and authorizing specific officers or directors of Borrowers to execute the same;
(e) Agent shall have received copies of each Borrower's Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of such Borrower;
(f) Agent shall have received a certificate of status with respect to each Borrower, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Borrower, which certificate shall indicate that such Borrower is in good standing in such jurisdiction;
(g) Agent shall have received certificates of status with respect to each Borrower, each dated within 15 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Borrower is in good standing in such jurisdictions;
(h) Agent shall have received evidence that each Borrower has ordered certificates of status with respect to such B...
Conditions Precedent to the. CONSUMMATION OF THE PURCHASE The following are conditions precedent to the consummation of the Agreement on or before the Closing Date:
6.1 Seller shall have performed and complied with all of its respective obligations hereunder which are to be complied with or performed on or before the Closing Date and Seller and CCI and Buyer shall provide one another at the Closing with a certificate to the effect that such party has performed each of the acts and undertakings required to be performed by it on or before the Closing Date pursuant to the terms of this Agreement.
6.2 No action, suit or proceeding shall have been instituted or shall have been threatened before any court or other governmental body or by any public authority to restrain, enjoin or prohibit the transactions contemplated herein, or which might subject any of the parties hereto or their directors or officers to any material liability, fine, forfeiture or penalty on the grounds that the transactions contemplated hereby, the parties hereto or their directors or officers, have violated any applicable law or regulation or have otherwise acted improperly in connection with the transactions contemplated hereby, and the parties hereto have been advised by counsel that, in the opinion of such counsel, such action, suit or proceeding raises substantial questions of law or fact which could reasonably be decided adversely to any party hereto or its directors or officers.
6.3 All actions, proceedings, instruments and documents required to carry out this Agreement and the transactions contemplated hereby and the form and substance of all legal proceedings and related matters shall have been approved by counsel for Buyer.
6.4 The representations and warranties made by Buyer and Seller in this Agreement shall be true as though such representations and warranties had been made or given on and as of the Closing Date, except to the extent that such representations and warranties may be untrue on and as of the Closing Date because of (1) changes caused by transactions suggested or approved in writing by Buyer or (2) events or changes (which shall not, in the aggregate, have materially and adversely affected the business, assets, or financial condition of CCI during or arising after the date of this Agreement.)
6.5 All outstanding liabilities of CCI shall have been paid and released prior to closing.
6.6 No change in the management or directors nor exercise of control of CCI may occur until 1.1 and 2.2 and 5.2 ha...
Conditions Precedent to the. RIGHT OF THE COMPANY TO DELIVER AN ADVANCE PUT NOTICE OR A PUT NOTICE. The right of the Company to deliver an Advance Put Notice or a Put Notice is subject to the satisfaction, on the date of delivery of such Advance Put Notice or Put Notice, of each of the following conditions:
(a) the Company's Common Stock shall be listed for and actively trading on the O.T.
Conditions Precedent to the. Obligations of the Purchasers to Purchase Securities at the Closing. The obligation of each Purchaser listed on Annex A hereto to acquire Securities at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by such Purchaser (as to itself only):
Conditions Precedent to the execution of this Agreement
Conditions Precedent to the. MERGER Section 7.1 Conditions to Each Party's Obligation to Effect the Merger........38 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER Section 8.1 Termination.......................................................38 Section 8.2 Effect of Termination.............................................40 Section 8.3 Amendment.........................................................40 Section 8.4 Waiver............................................................40
Conditions Precedent to the. Execution and Delivery of this Agreement. The obligation of the Lenders to execute and deliver this Agreement and to issue Letters of Credit and to make Loans is subject to the conditions precedent that the Administrative Agent (and the Lenders, if applicable) shall have received on or before the Closing Date, the following, each dated such date, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, with copies for each Lender:
Conditions Precedent to the. PURCHASER’S OBLIGATION TO CLOSE
Conditions Precedent to the. MERGER Section 6.1 Conditions to Each Party's Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment at or prior to the Effective Time of the following conditions: (a)
Conditions Precedent to the. CONSUMMATION OF THE PURCHASE ---------------------------- The following are conditions precedent to the consummation of the Agreement on or before the Closing Date:
6.1 Seller and HOC shall have performed and complied with all of their respective obligations hereunder which are to be complied with or performed on or before the Closing Date.
6.2 No action, suit or proceeding shall have been instituted or shall have been threatened before any court or other governmental body or by any public authority to restrain, enjoin or prohibit the transactions contemplated herein, or which might subject any of the parties hereto or their directors or officers to any material liability, fine, forfeiture or penalty on the grounds that the transactions contemplated hereby, the parties hereto or their directors or officers, have violated any applicable law or regulation or have otherwise acted improperly in connection with the transactions contemplated hereby, and the parties hereto have been advised by counsel that, in the opinion of such counsel, such action, suit or proceeding raises substantial questions of law or fact which could reasonably be decided adversely to any party hereto or its directors or officers.
6.3 The representations and warranties made by Seller and HOC in this Agreement shall be true as though such representations and warranties had been made or given on and as of the Closing Date, except to the extent that such representations and warranties may be untrue on and as of the Closing Date because of changes caused by transactions suggested or approved in writing by the Buyer.
