Conditions Precedent to the Closing Sample Clauses
Conditions Precedent to the Closing. The obligations of each Noteholder to consummate the transactions contemplated by the Transaction Documents are subject to the satisfaction or waiver by the Required Noteholders on the Closing Date of each of the following conditions precedent:
(a) The Noteholders or their counsel shall have received a notice of closing (the “Notice of Closing”) in the form of Schedule 7.2(a) at least five Business Days prior to the Closing, or such shorter period as the Company and the Required Noteholders shall agree.
(b) The Company shall have duly issued and delivered to such Noteholder or their counsel, in accordance with ARTICLE II, the Amended Notes and New Warrants to be delivered to such Noteholder at the Closing.
(c) Each of the Transaction Documents shall be in full force and effect and no term or condition thereof shall have been amended, waived or otherwise modified without the prior written consent of the Required Noteholders.
(d) The representations and warranties of the Company set forth in ARTICLE V shall be true and correct as of the Closing with the same effect as though such representations and warranties had been made on and as of the Closing (except where any such representation and warranty speaks by its terms as of a different date, in which case it shall be true and correct as of such date), and such Noteholder shall have received a certificate signed on behalf of the Company by an officer of the Company to such effect.
(e) The Company shall have performed all obligations required to be performed by it at or prior to the Closing under the Transaction Documents to which it is a party, and such Noteholder shall have received a certificate signed on behalf of the Company by an officer of the Company to such effect.
(f) No Default or Event of Default shall have occurred and be continuing.
(g) There is not any litigation or proceeding pending or threatened which seeks to restrain or invalidate the transactions contemplated by this Agreement.
(h) The Company shall have delivered, or caused to be delivered, to the Noteholders or their counsel, all such other documents and agreements reasonably requested by the Noteholders in connection with the consummation of the transactions contemplated by this Agreement.
Conditions Precedent to the Closing. 12 7.1. Consents; Stockholder Approval .................................. 12 7.2. No Suits or Actions ............................................. 12 ARTICLE VIII - MISCELLANEOUS................................................. 12
Conditions Precedent to the Closing. 5.1 Conditions Precedent to the Obligations of the Purchaser to Complete the Closing. The obligations of the Purchaser to enter into and complete the Closing are subject to the fulfillment of the following conditions, any one or more of which may be waived by the Purchaser:
Conditions Precedent to the Closing. Prior to or contemporaneously with the Closing, each of the following conditions shall have been fully satisfied:
(a) the parties to the new markets tax credit transaction that financed the Rocky Mount Event Center shall have given consent to the release of the City Land through the execution, delivery and recordation of the Partial Lease Termination Agreement and the Partial Release of Leasehold Deed of Trust;
(b) favorable opinion(s) of bond counsel to the City have been issued as to the impact of the transactions contemplated in this Agreement on the tax-exempt status of the City’s Special Obligation Bonds, Series 2016;
(c) favorable opinion of new markets tax credit counsel has been issued as to the impact of the Partial Lease Termination Agreement, the Partial Release of Leasehold Deed of Trust and the release of the City Land from the new markets tax credit transaction that financed the Rocky Mount Event Center;
(d) the City has obtained all necessary consents, amendments, modifications and waivers from the appropriate third parties in order to consummate the Project and enter into the City Financing Documents, including in particular approval from the LGC of the Capital Lease;
(e) the Developer shall have provided a signed franchise agreement with a franchisor for an Approved Hotel Flag for the Hotel;
(f) the Developer shall have obtained commitments from any private lending sources (“Financing Commitments”) for the Construction Loan and delivered copies thereof to the City; and the Developer shall be in compliance with all of the materials terms and conditions of the Financing Commitments and no default exists thereunder;
(g) the exhibits to this Agreement shall be satisfactory in all respects to the City and the Developer and shall be affixed hereto and, as applicable, executed in counterpart originals; and
(h) the City and the Developer shall have received such other opinions of counsel as are customary for a transaction of this nature.
Conditions Precedent to the Closing. Unless otherwise waived in writing, the Parties’ obligations to close on the transactions contemplated by this Agreement shall be subject to the following conditions:
3.1 Bid procedures for the sale of the Target Shares shall have been approved by the Bankruptcy Court and the Bidding Procedures Order shall have been entered by the Bankruptcy Court in accordance with Schedule 3A;
3.2 The transactions contemplated by this Agreement have been duly approved by the Bankruptcy Court and the Sale Order shall have been entered by the Bankruptcy Court in accordance with Schedule 3A;
3.3 The transaction contemplated by this Agreement shall have been approved by a shareholders’ resolution of the Parent within twenty-one (21) days after the date of this Agreement, which shareholders’ resolution shall not have been withdrawn;
3.4 Purchaser shall have delivered to Seller, no later than 21 days after the date hereof, evidence of available liquid assets or a commitment letter in customary form from a bank specifically committing to provide financing to pay the Purchase Price which availability of liquid assets or committed financing shall not have been withdrawn (in whole or in part);
3.5 No Material Adverse Event shall have occurred after the date of this Agreement;
3.6 The Parties shall not have terminated this Agreement pursuant to Section 2.5.1.2, Section 4.2 or Section 6;
3.7 After the date of this Agreement, Seller shall not have terminated any Key Operations Team Employees without the prior written consent of Purchaser; and
3.8 The Warranties of the Parties contained in Schedule 5 shall be true and correct on the date of this Agreement and true and correct in all material respects (except for those Warranties already qualified by materiality, which shall be true and correct in all respects) as of the date of Closing.
Conditions Precedent to the Closing. 24 6.1 Conditions Precedent to the Purchasers' Obligations.................................. 24 6.2 Conditions Precedent to the Sellers' Obligations..................................... 25
Conditions Precedent to the Closing. Conditions precedent to the Closing are as follows:
(a) The execution and delivery of the Notes consistent with the Resolution.
(b) Delivery of a legal opinion addressed to the District (with a reliance letter addressed to the Authority and the Credit Provider, if any), dated the date of Closing, of Norton Xxxx Xxxxxxxxx US LLP (“Bond Counsel”) with respect to the validity of the Notes in form and substance acceptable to the District and its counsel.
(c) [Delivery of a legal opinion addressed to the Authority, the Underwriters and the Credit Provider, if any, dated the date of the Closing, of , special counsel to the District, regarding due authorization, execution, delivery and validity of the Notes, in form and substance acceptable to the Authority, the Underwriters, the Credit Provider and Bond Counsel.]
(d) If applicable, approval by the Credit Provider of the credit of the District and inclusion of the District’s Note in the assignment, together with certain series of notes of other Issuers, to the Series of Authority Notes to secure such Series of Authority Notes.
(e) Delivery of each certificate, document, instrument and opinion required by the agreement between the Authority and the Underwriters for the sale by the Authority and purchase by the Underwriters of the Series of Authority Notes.
(f) Delivery of such other certificates, instruments or opinions as Bond Counsel may deem necessary or desirable to evidence the due authorization, execution and delivery of documents pertaining to the applicable transaction and the legal, valid and binding nature thereof or as may be required by the Credit Agreement, if any, as well as compliance of all parties with the terms and conditions thereof.
Conditions Precedent to the Closing. Purchaser's obligations to consummate the Closing are subject to the satisfaction of each and every one of the conditions and requirements set forth in this Article 10, all of which shall be conditions precedent to Purchaser's obligations under this Agreement. Notwithstanding the foregoing, Purchaser, in its sole discretion, may waive any such condition by notice to Seller or Closing the contemplated transaction.
Conditions Precedent to the Closing. (A) The following shall be conditions precedent to Buyer's obligation to consummate the transaction contemplated by this Agreement (the "BUYER'S CONDITIONS PRECEDENT"):
(i) Buyer shall not have terminated this Agreement in accordance with Section 3.4(c), Section 4(d), Section 5(e), Section 15(a) or Section 15(b) (and Sellers shall not have terminated this Agreement in accordance with Section 3.3(a) or Section 5(h)) of this Agreement within the time periods described in such Sections as to the Properties to be sold.
(ii) The Title Company shall be ready, willing and able to issue as of the Closing Date, an ALTA standard coverage owners policy of title insurance ("TITLE POLICY") for each Real Property to be sold insuring fee ownership of such Real Property in the name of Buyer or its assignee in the amount of the Purchase Price allocated to such Real Property, subject only to the Permitted Exceptions and other items that have been approved by Buyer pursuant hereto.
(iii) Buyer shall have received an executed estoppel certificate from Tenant as to each Lease substantially in the form attached as Exhibit C-1. Buyer shall also have received an executed estoppel certificate from Guarantor, dated no earlier than thirty days before the Closing Date, in the form attached as Exhibit C-2 without any substantive changes made thereto by Guarantor (other than changes, if any, approved by Buyer).
(iv) There shall be no material breach of any of Sellers' representations, warranties or covenants set forth in Section 6, as of the Closing.
(v) Sellers shall have delivered (or caused to be delivered) to the Escrow Company the items described in Section 10, including any releases of, or payoff letters relating to, the Existing Indebtedness required by the Title Company in order to issue the Title Policy. The conditions set forth in this Section 8(a) are solely for the benefit of Buyer and may be waived only by Buyer in writing. Buyer shall, at all times prior to the termination of this Agreement, have the right to waive in writing any of these conditions.
(B) The following shall be conditions precedent to Sellers' obligation to consummate the transaction contemplated by this Agreement (the "SELLERS' CONDITIONS PRECEDENT"):
(i) Buyer shall not have terminated this Agreement in accordance with Section 3.4(c), Section 4(d), Section 5(e), Section 15(a) or Section 15(b) (and Sellers shall not have terminated this Agreement in accordance with Section 3.3(a) or Section 5(h)) of this ...
Conditions Precedent to the Closing. Section 6.1 Conditions to the Obligations of Each Party to Consummate the Transactions. The respective obligations of each Party to consummate the Transactions shall be subject to the satisfaction at or prior to the Closing Date of the following conditions: