Conditions Precedent to the Obligations of Bank. The obligations of Bank in this Agreement are subject to the satisfaction of the following conditions precedent on or prior to each Closing Date:
(a) As of each Closing Date, no action or proceeding shall have been instituted or, to Bank’s knowledge, threatened against Company or Bank to prevent or restrain the consummation of the purchase or other transactions contemplated hereby, and, on each Closing Date, there shall be no injunction, decree, or similar restraint preventing or restraining such consummation;
(b) The representations and warranties of Company set forth in the Program Documents shall be true and correct in all material respects, unless waived by Bank, on each Closing Date as though made on and as of such date; and
(c) The obligations of Company set forth in the Program Documents to be performed on or before each Closing Date shall have been performed in all material respects, unless waived by Bank, as of such date by Company.
Conditions Precedent to the Obligations of Bank. The obligations of Bank in this Agreement are subject to the satisfaction of the following conditions precedent on or prior to Bank’s funding of a Loan:
(a) Each Loan shall be sourced by UNI under the Program and meet the standards set forth in the approved Program Guidelines then in effect;
(b) No Material Adverse Effect on Bank or UNI shall have occurred and be continuing at the time of or as a result of a Loan’s funding;
(c) No action or proceeding shall have been instituted or threatened against UNI or Bank to prevent or restrain the consummation of the purchase or other transactions contemplated hereby and there shall be no injunction, decree, or similar restraint preventing or restraining such consummation;
(d) The representations and warranties of UNI set forth in Section 9.1 shall be true and correct in all material respects as though made on and as of such date and UNI shall be in compliance with its covenants and agreements set forth in this Agreement;
(e) The obligations of UNI set forth in this Agreement to be performed on or before each date that Loan Proceeds are advanced shall have been performed in all material respects as of such date by UNI; and
(f) Consistent with Section 3.1(i)(D), the validity of UNI’s Technical Information, including any algorithm used by UNI in connection with the Program, shall be established to Bank’s reasonable satisfaction, subject to the limitations regarding the disclosure of Technical Information set forth in Section 3.1(i)(D).
Conditions Precedent to the Obligations of Bank. The obligations of Bank in this Agreement are subject to the satisfaction of the following conditions precedent on or prior to Bank’s funding of a Loan; provided that, any satisfaction of a condition specified in clause (c), (d) or (e) below shall not be a condition precedent to Bank’s obligations under Section 3.2(d)(ii) unless the failure to satisfy the same(x) adversely affects the validity, enforceability, or collectability of the related Loan, as determined by Bank in its commercially reasonable discretion, (y) adversely affects the value of the related Loan in any material respect, as determined by Bank in its reasonable discretion or (z) would expose Bank to potential material liability or material claims of others, as determined by Bank in its commercially reasonable discretion.
(a) Each Loan shall be sourced by Sunlight under the Program and meet the standards set forth in the approved Program Guidelines then in effect;
(b) No action or proceeding shall have been instituted or threatened against Sunlight or Bank to prevent or restrain the consummation of the transactions contemplated hereby and there shall be no injunction, decree, or similar restraint preventing or restraining such consummation;
(c) The representations and warranties of Sunlight set forth in Section 9.1 shall be true and correct in all material respects as though made on and as of such date and Sunlight shall be in compliance with its covenants and agreements set forth in this Agreement and each other Program Document;
(d) The obligations of Sunlight set forth in this Agreement to be performed on or before each date that a Loan is funded shall have been performed in all material respects;
(e) Each other Program Document to which Sunlight and Bank are parties shall be in full force and effect and Sunlight shall not be in default thereunder;
(f) [Reserved];
(g) Consistent with Section 3.1(x), the validity of Sponsor’s Technical Information, including, but not limited to, any algorithm used by Sponsor in connection with the Program, shall be established to Bank’s satisfaction.
Conditions Precedent to the Obligations of Bank. Bank’s obligations under this Agreement are subject to the satisfaction of the following conditions precedent on or prior to each Closing Date:
(a) The representations and warranties of Sunlight set forth in the Program Documents shall be true and correct in all respects on each Closing Date as though made on and as of such date;
(b) The representations and warranties of Purchaser and Sunlight set forth herein and in any other Program Document shall be true and correct in all respects on each Closing Date as though made on and as of such date;
(c) No action or proceeding shall have been instituted or threatened against Bank, Sunlight or Purchaser to impede, prevent or restrain the initiation and completion of the purchase or other transactions contemplated hereby, and, on each Closing Date, there shall be no injunction, decree, or similar impediment or restraint preventing or restraining such consummation;
(d) This Agreement and each Program Document shall be in full force and effect;
(e) The obligations of Sunlight and Purchaser under each of the Program Documents to be performed on or before each Closing Date shall have been performed as of such date by Sunlight or Purchaser, as the case may be.
Conditions Precedent to the Obligations of Bank. (a) The obligations of Bank in this Agreement are subject to the satisfaction of the following conditions precedent on or prior to each Closing Date:
(1) As of each Closing Date, no action or proceeding shall have been instituted or threatened against a Prosper Party or Bank to prevent or restrain the consummation of the purchase or other transactions contemplated hereby, and, on each Closing Date, there shall be no injunction, decree, or similar restraint preventing or restraining such consummation;
(2) The representations and warranties of the Prosper Parties set forth in the Program Documents shall be true and correct in all material respects on each Closing Date as though made on and as of such date; and
(3) The obligations of the Prosper Parties set forth in the Program Documents to be performed on or before each Closing Date shall have been performed in all material respects as of such date by the Prosper Parties.
Conditions Precedent to the Obligations of Bank. All of the obligations of Bank to effect the transactions contemplated hereby shall be subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may be waived in writing by Bank:
Conditions Precedent to the Obligations of Bank. The obligations of Bank in this Agreement are subject to the satisfaction of the conditions precedent set forth in Section 7 of the Loan Sale Agreement.
Conditions Precedent to the Obligations of Bank. The obligations of Bank in this Agreement are subject to the satisfaction of the following conditions precedent on or prior to each Closing Date:
(a) As of each Closing Date, no action or proceeding shall have been instituted or threatened against Receivables Purchaser or Bank to prevent or restrain the consummation of the purchase or other transactions contemplated hereby, and, on each Closing Date, there shall be no injunction, decree, or similar restraint preventing or restraining such consummation;
(b) The representations and warranties of Receivables Purchaser set forth in this Agreement shall be true and correct in all material respects on each Closing Date as though made on and as of such date; and
(c) The obligations of Receivables Purchaser set forth in this Agreement to be performed on or before each Closing Date shall have been performed in all material respects as of such date by Receivables Purchaser.
Conditions Precedent to the Obligations of Bank. The obligations of Bank in this Agreement are subject to the satisfaction of the following conditions precedent on or prior to Bank’s funding of a Loan pursuant to Section 5.1(b):
(a) Each Loan shall be sourced by the Platform Agent under the Program and meet the standards set forth in the Program Terms and the Program Guidelines then in effect;
(b) No action or proceeding shall have been instituted or threatened against Platform Agent or Bank to prevent or restrain the consummation of the origination or other transactions contemplated hereby and there shall be no injunction, decree, or similar restraint preventing or restraining such consummation;
(c) The representations and warranties of Platform Agent set forth in Section 9.1 shall be true and correct in all material respects as though made on and as of such date and the Platform Agent shall be in compliance in all material respects with its covenants and agreements set forth in this Agreement and each other Program Document;
(d) The obligations of Platform Agent set forth in this Agreement and Section 5 of the Loan Sale Agreement to be performed on or before each date that a Loan is funded shall have been performed in all material respects as of such date by Platform Agent;
(e) Each other Program Document to which Platform Agent and Bank are parties shall be in full force and effect and Platform Agent shall not be in default thereunder; and
(f) Consistent with Section 3.2(e), the efficacy of the Technical Information, including any algorithm used by Platform Agent in connection with the Program, shall be established to Bank’s satisfaction.
Conditions Precedent to the Obligations of Bank. The obligations of Bank in this Agreement are subject to the satisfaction of the following conditions precedent on or prior to each Transfer Date:
(a) As of each Transfer Date, no action or proceeding shall have been instituted or threatened against Purchaser or Bank to prevent or restrain the consummation of the purchase or other transactions contemplated hereby, and, on each Transfer Date, there shall be no injunction, decree, or similar restraint preventing or restraining such consummation;
(b) The representations and warranties of Purchaser set forth in Section 7 shall be true and correct in all material respects on each Transfer Date as though made on and as of such date; and
(c) The obligations of Purchaser set forth in this Agreement to be performed on or before each Transfer Date shall have been performed in all material respects as of such date by Purchaser.
