Conditions Precedent to the Purchase. 1. The making of the Purchase is subject to the following conditions precedent:
(i) the Seller shall have furnished to the Program Agent an opinion or opinions of Brxxx & Woxx XLP, counsel for the Seller, dated the Purchase Date and satisfactory in form and substance to the Program Agent, as to certain corporate and bankruptcy matters and such matters as the Program Agent may reasonably require;
(ii) the Seller shall have furnished to the Program Agent an opinion of Brxxx & Wood LLP, counsel for the Seller, dated the Purchase Date and satisfactory in form and substance to the Program Agent, as to federal income tax consequences with respect to the Class A Certificates and the Trust;
(iii) the Seller shall have furnished to the Program Agent an opinion of Dyxxxx Xoxxxxx, counsel for the Seller, dated the Purchase Date and satisfactory in form and substance to the Program Agent, as to the Michigan state income tax consequences with respect to the Class A Certificates and the Trust;
(iv) the Seller shall have furnished to the Program Agent an opinion of in-house counsel for the Seller, the Servicer and the Receivables Sellers, dated the Purchase Date and satisfactory in form and substance to the Purchaser, as to such matters as the Program Agent may reasonably require;
(v) the Seller shall have furnished to the Program Agent an opinion of Baxxx & McXxxxxx, Canadian counsel for Federal-Mogul Canada Limited, dated the Purchase Date and satisfactory in form and substance to the Purchaser, as to such matters as the Program Agent may reasonably require;
(vi) the Program Agent shall have received an opinion of counsel for the Trustee, dated the Purchase Date and satisfactory in form and substance to the Program Agent, as to such matters as the Program Agent may reasonably require;
(vii) the Program Agent shall have received a certificate, dated the Purchase Date, of the Chairman of the Board, the President, any Vice President, the Treasurer, any Assistant Treasurer, the principal financial officer or the principal accounting officer of the Seller, which such certificate shall state, among other things, that the representations and warranties of the Seller contained in this Agreement and the other Transaction Documents are true and correct, and the Seller has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under such agreements at or prior to such date, and such certificate shall have attached thereto organizational...
Conditions Precedent to the Purchase. (a) The obligations of each Purchaser to complete its Purchase are subject to the following conditions:
(i) that the Seller shall have notified such Purchaser on or prior to January 31, 2005 (the “Notice Date”) that it will enter into, contemporaneously with the Closing under this Agreement, a binding, definitive agreement with a company engaged in the transportation of natural gas relating to the acquisition of the assets of or interests in such company for a purchase price exceeding $500,000,000 (Five Hundred Million Dollars).
(ii) either (A) the Purchased Units shall have been registered under the Act (the “Registration Condition”), or (B) the Seller shall (x) deliver Purchased Units that are not registered under the Act (the “Unregistered Units”).
Conditions Precedent to the Purchase. The Purchase is subject to the satisfaction at the time of the Closing of the conditions precedent set forth below in this Section 3.01.
(a) The Agent shall have received on or before the Closing Date each of the items listed on Schedule I hereto, each (unless otherwise indicated) dated the Closing Date, in form and substance satisfactory to the Agent.
(b) Each of this Agreement and the Pooling and Servicing Agreement shall have become effective in accordance with their respective terms, and all conditions to the issuance of the VFC Certificates under the Pooling and Servicing Agreement shall have been satisfied.
(c) All of the terms, covenants, agreements and conditions of this Agreement and the Pooling and Servicing Agreement to be complied with and performed by the respective parties to such agreements by the Closing shall have been complied with and performed.
(d) Each of the representations and warranties contained in this Agreement and the Pooling and Servicing Agreement made by each of the parties to such agreements shall be true and correct in all material respects as of the time of the Closing as though made as of such time.
(e) No Early Amortization Event or Potential Early Amortization Event shall have occurred and be continuing.
(f) The Agent shall have received evidence satisfactory in form and substance to the Agent that concurrently with the Closing, the repayment of all "Term Certificates" under and as defined in the Series 1994-1 Supplement dated as of November 16, 1994, among the Company, the Master Servicer and the Trustee shall have been provided for which such evidence may include an irrevocable notice from the Company to the holders of such Term Certificates terminating the "Revolving Period" as defined in such Series 1994-1 Supplement.
(g) The SFC Loan Agreement shall have become effective in accordance with its terms, such SFC Loan Agreement shall be in form and substance satisfactory to the Agent, and the initial funding thereunder shall have been made in an amount sufficient to repay in full all outstanding indebtedness under the Term Loan Agreement and the Revolving Loan Agreement as in effect prior to the Closing Date.
(h) The Pooling Agreement shall have been amended in a manner satisfactory to the Agent such that, among other things, the calculation of Overconcentration Amounts is based on Eligible Receivables and on Obligor Limits as shall have been agreed among the Company, SFC and the Agent.
Conditions Precedent to the Purchase. 13 Section 4.02. Further Conditions Precedent to the Purchase................................... 17 ARTICLE V COVENANTS Section 5.01. Covenants...................................................................... 19 SERIES 1997-1 LOAN AGREEMENT
Conditions Precedent to the Purchase. The obligation of the Purchaser to purchase the Notes is subject to the following express conditions precedent:
Conditions Precedent to the Purchase. (a) The obligations of each Purchaser to complete its Purchase are subject to the following conditions:
(i) that the Seller shall have notified such Purchaser on or prior to January 27, 2005 (the “Notice Date”) that it will enter into a binding, definitive agreement with a company engaged in the transportation of natural gas relating to the acquisition of the assets of or interests in such company in an amount exceeding $500,000,000 (Five Hundred Million Dollars); provided, that, if the Seller has not provided such notice to such Purchaser, such Purchaser may, in its sole discretion, elect to extend the Notice Date for up to thirty (30) days in increments of ten (10) days each.
(ii) the Purchased Units shall have been registered under the Act and the Seller shall have filed the Prospectus (as defined herein) with the Commission pursuant to Rule 424(b) under the Act (the “Registration Condition”).
(iii) that (A) the Partnership Common Units shall be listed on the NYSE, and (B) if the Registration Condition is applicable, the Purchased Units shall be listed and available for trading on the NYSE.
(iv) the accuracy of the representations and warranties of the Seller contained in Section 5 hereof on the date hereof, the Notice Date and the Closing Date.
(b) The obligations of the Seller to sell the Purchased Units pursuant to this Agreement are subject to the following conditions:
(i) that the Seller has entered into a binding, definitive agreement with a company engaged in the transportation of natural gas relating to the acquisition of the assets of or interests in such company in an amount exceeding $500,000,000 (Five Hundred Million Dollars).
(ii) the accuracy of the representations and warranties of such Purchaser contained in Section 6 hereof on the date hereof and the Closing Date.
Conditions Precedent to the Purchase. The Purchase under this Agreement is subject to the conditions precedent that (a) Buyer shall have received on or before the date of the Purchase those documents listed on Schedule A and (b) all of the conditions to the RSA Effective Date under and as defined in the Sale Agreement shall have been satisfied or waived in accordance with the terms thereof. The date of the Purchase shall be the "RTA Effective Date."
Conditions Precedent to the Purchase. (a) The Purchase hereunder is subject to the conditions precedent that the Buyer shall have received on or before the date of such purchase the items listed in SCHEDULE I, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the Buyer.
(b) The Purchase from the Originators by the Buyer shall be subject to the further conditions precedent that (i) on the Closing Date, (A) the representations and warranties contained in SECTION 4.01 are correct on and as of such day as though made on and as of such date, and (B) no law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of the Purchase by the Buyer in accordance with the provisions hereof and (ii) the Buyer shall have received such other approvals, opinions or documents as the Buyer may reasonably request.
Conditions Precedent to the Purchase of Each Bond. On each Closing Date, the Purchaser shall be under no obligation to purchase any Bond unless and until the following conditions have been satisfied:
Conditions Precedent to the Purchase. The purchase of the CalPERS Partnership Units contemplated by Section 1 hereof shall be subject to the following conditions precedent: (a) Digital Realty’s registration statement with respect to the Proposed IPO to be filed with the Securities and Exchange Commission (“SEC”) on Form S-11 after execution of this Agreement shall have been declared effective by the SEC, (b) the Proposed IPO shall have been consummated and (c) CalPERS shall have received the allocation of the CalPERS Partnership Units from GI Partners.
