CONDITIONS PRECEDENT TO THE CLOSINGS. 22 Section 8.01 Conditions to Each Party's Obligations.............22
CONDITIONS PRECEDENT TO THE CLOSINGS. The obligations of Buyer (see Section 9.1 below) and Sellers (see Section 9.2 below) to consummate the Transactions are subject to the satisfaction at or prior to the First Closing and the Closing Date of each of the following conditions:
CONDITIONS PRECEDENT TO THE CLOSINGS. 7.1 Conditions Precedent to Xxxxxxxx'x Obligations................ 7.1.1
CONDITIONS PRECEDENT TO THE CLOSINGS. 6.1 The obligations of Purchaser to purchase the Purchased Assets and of Seller to sell the same are subject to the fulfillment of each of the following conditions at or prior to the Closing: (a) All representations and all warranties of Seller and Purchaser herein or in any document executed and delivered in connection herewith shall be accurate and correct in all material respects when made or when deemed to have been made. All representations and all warranties shall be deemed to be made again at and as of the Closing.
CONDITIONS PRECEDENT TO THE CLOSINGS. 67 6.1 Conditions Precedent to the Obligations of Vodafone to Adopt Partnership Agreement and Consummate the Stage I Closing.............................................. 67 6.1.1 Representations and Warranties True.................... 67 6.1.2 Compliance with this Agreement......................... 67 6.1.3 No Xxxx Atlantic Material Adverse Effect............... 67 6.1.4 No Proceedings, Order.................................. 67 6.1.5 Expiration of HSR Act Waiting Period................... 68 6.1.6 Regulatory and Other Approvals......................... 68 6.1.7
CONDITIONS PRECEDENT TO THE CLOSINGS. The obligation of the Lenders to make the Loan shall be subject to satisfaction of all of the following conditions precedent in a manner reasonably acceptable to (i) PMF (in its discretion) with respect to the First Closing, and (ii) with respect to any subsequent Closings, the respective Lender(s) in such Closings: CLOSING DATE. The Closing Date shall have occurred (x) on or before August 7, 2001, with respect to initial funds advanced by parties who are signatories to this Agreement as of the Effective Date (the "First Closing") and (y) on or before seven (7) days from the Effective Date with respect to funds advances by additional parties hereto in accordance with Section 1.2(e) hereof. CERTAIN LOAN DOCUMENTS. The Lenders shall have received the following: THIS AGREEMENT, EXECUTED BY BORROWER, TOGETHER WITH ALL REQUIRED SCHEDULES AND EXHIBITS HERETO; THE NOTES, EXECUTED BY BORROWER; A BORROWER'S CERTIFICATE, DATED THE RESPECTIVE CLOSING DATE AND (A) CERTIFYING AUTHORIZATION OF BORROWER FOR THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, (B) IDENTIFYING THE OFFICERS OF BORROWER HAVING AUTHORITY TO EXECUTE AND DELIVER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, (C) CERTIFYING THE BYLAWS OF BORROWER, AS AMENDED TO THE RESPECTIVE CLOSING DATE, (D) CERTIFYING THE RESOLUTIONS OF BORROWER'S BOARD OF DIRECTORS APPROVING AND ADOPTING THE AGREEMENT AND THE LOAN DOCUMENTS, (E) CERTIFYING THE ARTICLES OF INCORPORATION OF BORROWER, AS AMENDED AND DULY FILED WITH THE GEORGIA SECRETARY OF STATE TO THE RESPECTIVE CLOSING DATE, AND (F) REPRESENTING AND WARRANTING THAT NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING AND THAT THE REPRESENTATIONS AND WARRANTIES OF BORROWER CONTAINED IN THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS; THE WARRANTS DULY EXECUTED BY BORROWER; THE INVESTORS' RIGHTS AGREEMENT, DULY EXECUTED BY THE PARTIES THERETO; THE INVESTMENT UNIT PRICING AGREEMENT, DULY EXECUTED BY THE PARTIES THERETO; IF APPLICABLE TO A LENDER, SMALL BUSINESS ADMINISTRATION FORMS 480, 652 AND 1031 FROM BORROWER; AND IF APPLICABLE TO A LENDER, A CERTIFICATE OF BORROWER TO THE EFFECT THAT BORROWER IS AWARE THAT LENDER IS A FEDERAL LICENSEE UNDER THE SMALL BUSINESS INVESTMENT ACT OF 1958, AS AMENDED. FEES AND EXPENSES. With respect to the First Closing, Borrower shall have paid PMF's Processing Fee and the reasonable fees and disbursements of counsel for PMF incurred in connection...
CONDITIONS PRECEDENT TO THE CLOSINGS. 24 Section 4.1 Conditions to the Obligations of the Parties....................................... 24 Section 4.2 Conditions to the Obligations of the Investors..................................... 25
CONDITIONS PRECEDENT TO THE CLOSINGS. Section 6.1 Conditions Precedent to Each Party's Obligation................27 Section 6.2 Conditions Precedent to Obligation of Purchaser................27 Section 6.3 Conditions Precedent to Obligations of Company.................28
CONDITIONS PRECEDENT TO THE CLOSINGS. Section 6.1 Conditions Precedent to Each Party's Obligation. The respective obligations of Purchaser and the Company to effect the transactions contemplated hereby at each Closing are subject to the satisfaction on or prior to the applicable Closing Date of the following conditions:
CONDITIONS PRECEDENT TO THE CLOSINGS. 74 7.1 Mutual Conditions to the Initial Closing....................74 7.2 Conditions to Obligations of Purchaser......................76 7.3 Conditions to Obligations of Sellers........................77 7.4 Conditions Precedent to Obligations of Sellers and Purchaser as to Subsequent Closings.......................78
