Conditions Precedent to Third Closing Sample Clauses

Conditions Precedent to Third Closing. Company (a) The Investor has performed or complied in all respects with all agreements and covenants required by this Agreement to be performed or complied with by the Investor as at, or prior to, the Third Closing. (b) The representations and warranties of the Investor contained in this Agreement are true and correct in all material respects as of the dates as of which they are made or deemed to be made under this Agreement.
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Conditions Precedent to Third Closing. Investor (a) The Company has delivered to the Investor, and the Investor has received, documentary evidence (reasonably satisfactory to the Investor) of shareholder approval having been obtained so that the Company may proceed with and issue the Securities including the Commencement Fee Shares, without breaching Listing Rule 7.1. (b) The Company has delivered or caused to be delivered to the Investor, and the Investor has received, a CEO Certificate (substantially in the form attached as Annexure C) executed on behalf of the Company by its Chief Executive Officer, Managing Director, Chairman or Chief Financial Officer, dated as of the date of the Third Closing. (c) The representations and warranties of the Company contained in this Agreement are true and correct in all material respects as of the dates on which they are made or deemed to be made under this Agreement. (d) The Investor is of the opinion, acting reasonably, that: (i) no Event of Default other than a Remediable Event of Default has occurred; (ii) no Remediable Event of Default has occurred and is continuing; and (iii) no Event of Default would result from the Third Closing being effected. (e) The Company has performed or complied in all respects with all agreements and covenants required by this Agreement to be performed or complied with by the Company as at or prior to the Third Closing as confirmed in the CEO Certificate. (f) The Investor has advanced the Second Payment and the Company has updated the Convertible Note Register to reflect the Amount Outstanding on the Second Closing. (g) The Investor has received each of the documents required to be delivered, or which evidences satisfaction of the conditions, in accordance with paragraphs (a) – (b) of this clause 7.1 in connection with the Second Closing. The Investor may, but is not required to, deem the absence of any notification by the Company prior to the Third Closing that any conditions to the Third Closing have not been fulfilled to be an assurance that all conditions to the Third Closing have been fulfilled.
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Conditions Precedent to Third Closing 
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Related to Conditions Precedent to Third Closing

  • Conditions Precedent to Closing Each purchase of Mortgage Loans hereunder shall be subject to each of the following conditions: (a) All of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.

  • Conditions Precedent to the Loan The obligation of Lender to make the Loan on the Closing Date is subject to the conditions precedent that Lender shall have received on or before the Closing Date all of the following, each dated (unless otherwise indicated) the Closing Date and each in form and substance satisfactory to Lender and in such number of counterparts as may be requested by Lender: (a) this Agreement, the Note, the Disbursement Agreement, the TransTexas Security Documents and the Financing Statements, each duly executed and delivered by the parties thereto; (b) the Intercreditor Agreement; (c) unless waived by Lender, loss payable endorsements with respect to all property insurance maintained by Borrower as of the Closing Date, all as described on Schedule 6.1(g) attached hereto and made a part hereof; (d) copies of UCC-11s, or equivalent reports, listing all effective financing statements which name Borrower (under its present name, any trade names and any previous names) as debtor and which are filed, together with copies of all such financing statements; (e) duly executed releases or assignments of Liens and UCC-3 financing statements in recordable form, and in form and substance satisfactory to Lender, covering such Collateral as may be necessary to reflect that the Liens granted to Lender are first and prior Liens, except for Permitted Liens; (f) an insurance broker's certificate relating to each insurance policy maintained by Borrower as of the Closing Date together with a copy of each such insurance policy or certificates or evidence of coverage under such policy, evidence of the payment of the premiums therefor, all in form and substance satisfactory to Lender; and

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