Conditions Precedent to Xxxxxxxx'x Obligations Sample Clauses

Conditions Precedent to Xxxxxxxx'x Obligations. The obligations of Xxxxxxxx hereunder are subject to the performance by Informix of its obligations hereunder and to the satisfaction of the following additional conditions precedent, unless expressly waived in writing by Xxxxxxxx: a. On the Closing Date and the Option Closing Date and on each Conversion Date (i) to the extent provided in Section 3 hereof, the representations and warranties made by Informix in this Agreement shall be true and correct, (ii) Informix shall have complied fully with all the covenants and agreements in this Agreement, and (iii) with respect to the Closing Date, the conditions set forth in 8(h) and 8(i) have been satisfied; and Xxxxxxxx shall have received on each such date a certificate of the Chief Executive Officer and the Chief Financial Officer (or Chief Accounting Officer) of Informix dated such date and to such effect. b. On the Closing Date and the Option Closing Date and on each Conversion Date, Informix shall have delivered to Xxxxxxxx an opinion of counsel, reasonably satisfactory to Xxxxxxxx, dated the date of delivery, substantially in the form attached hereto as Annex E. c. Prior to the Closing, Informix shall have caused the Certificate of Designation to be filed with the Secretary of State of the State of Delaware in accordance with the laws thereof. d. On the Closing Date, Informix shall have delivered to Xxxxxxxx an opinion of counsel reasonably satisfactory to Xxxxxxxx, dated the Closing Date, to the effect that the offer and sale of the Initial Preferred Shares hereunder do not require registration under the Securities Act. e. Prior to the Closing, Informix shall have amended the Rights Plan such that the transactions contemplated hereunder will not cause Xxxxxxxx to be deemed an Acquiring Person within the meaning of, nor create (other than to Xxxxxxxx) or trigger any rights under, the Rights Plan. f. On the Option Closing Date, Informix shall have delivered to Xxxxxxxx an opinion of counsel reasonably satisfactory to Xxxxxxxx, dated the Option Closing Date, to the effect that the offer and sale of the Option Preferred Shares hereunder do not require registration under the Securities Act. g. On the Joint Option Closing Date, Xxxxxxxx'x obligation to purchase Option Preferred Shares shall be subject to the condition that Informix shall not have suffered any material adverse change, or any development that is reasonably likely to result in any material adverse change in the condition, financial or otherwise, o...
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Conditions Precedent to Xxxxxxxx'x Obligations. The obligations ---------------------------------------------- of Xxxxxxxx hereunder are subject to the performance by SyQuest of its obligations hereunder and to the satisfaction of the following additional conditions precedent, unless expressly waived in writing by Xxxxxxxx: a. On the Closing Date and each Issue Date, (i) to the extent provided in Section 3 hereof, the representations and warranties made by SyQuest in this Agreement shall be true and correct, and (ii) SyQuest shall have complied fully with all the covenants and agreements in this Agreement; and Xxxxxxxx shall have received on each such date a certificate of the Chief Executive Officer and the Chief Financial Officer of SyQuest dated such date and to such effect. b. On the Closing Date and each Issue Date, SyQuest shall have delivered to Xxxxxxxx an opinion of counsel reasonably satisfactory to Xxxxxxxx, dated the date of delivery, confirming in substance the matters covered in paragraphs (a), (b), (c), (d), (e), (f), and (h) of Section 3 hereof; provided, however, that no such opinion -------- ------- delivered in respect of any Issue Date shall be required to cover the matters set forth in paragraph (h) of Section 3 hereof. c. On the Closing Date, SyQuest shall have delivered to Xxxxxxxx an opinion of counsel reasonably satisfactory to Xxxxxxxx, dated the date of delivery, to the effect that the offer and sale of the Initial Shares hereunder do not require registration under the Securities Act. d. On each Issue Date, SyQuest shall have delivered to Xxxxxxxx an opinion of counsel reasonably satisfactory to Xxxxxxxx, dated the date of delivery, to the effect that the offer and sale of the Adjustment Shares to Xxxxxxxx do not require registration under the Securities Act.
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Conditions Precedent to Xxxxxxxx'x Obligations. The obligations of Xxxxxxxx hereunder are subject to the performance by each of Company and SAP of its obligations hereunder and to the satisfaction of the following additional conditions precedent, unless expressly waived in writing by Xxxxxxxx with respect to a particular closing (which waiver may be given or withheld in Xxxxxxxx'x sole discretion and any such waiver shall apply solely to the closing specified by Xxxxxxxx and shall not obligate Xxxxxxxx to provide any subsequent waiver):
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Conditions Precedent to Xxxxxxxx'x Obligations. The obligations of Xxxxxxxx hereunder are subject to the performance by 7th Level of its obligations hereunder and to the satisfaction of the following additional conditions precedent, unless expressly waived in writing by Xxxxxxxx: a. On any Closing Date, (i) to the extent provided in Section 3 hereof, the representations and warranties made by 7th Level in this Agreement shall be true and correct, and (ii) 7th Level shall have complied fully with all the covenants and agreements in this Agreement; and Xxxxxxxx shall have received on each such date a certificate of the Chief Executive Officer or the Chief Financial Officer of 7th Level dated such date and to such effect. b. On any Closing Date, 7th Level shall have delivered to Xxxxxxxx an opinion of counsel reasonably satisfactory to Xxxxxxxx, dated the date of delivery, confirming in substance the matters covered in paragraphs (a), (b), (c), (d), (e) and (g) of Section 3 hereof, and to the effect that the offer and sale of the Initial Shares, or any other Instrument Shares on an Investment Closing Date, hereunder do not require registration under the Securities Act.
Sample 1
Conditions Precedent to Xxxxxxxx'x Obligations. The obligations of Xxxxxxxx hereunder are subject to the performance by Ross of its obligations hereunder and to the satisfaction of the following additional conditions precedent: a. The representations and warranties made by Ross in this Subscription Agreement shall, unless expressly waived in writing by Xxxxxxxx, be true and correct as of the date hereof, on the date of the Closing, on each Warrant Exercise Date and on each Preferred Share Conversion Date (if any), and Xxxxxxxx shall have received, as of each such date, a certificate, dated such date, of the Chief Executive Officer and Chief Financial Officer of Ross, to such effect. b. On the date of the Closing, each Preferred Share Conversion Date (if any) and each Warrant Exercise Date, Ross shall have delivered to Xxxxxxxx an opinion of counsel satisfactory to Xxxxxxxx, dated the date of delivery, confirming in substance the matters covered in paragraphs (a), (b), (c), (d), (e), (f), (g), (h) and (i) of Section 4 hereof.
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Conditions Precedent to Xxxxxxxx'x Obligations. All obligations of Xxxxxxxx and the Transferring Entities under this Agreement are subject to the fulfillment, satisfaction or waiver, prior to or at the each Closing (unless a particular Closing Date is specified below), of each of the following conditions precedent:
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Conditions Precedent to Xxxxxxxx'x Obligations. The obligations of Xxxxxxxx hereunder are subject to the performance by Navarre of its obligations hereunder and to the satisfaction of the following additional conditions precedent, unless expressly waived in writing by Xxxxxxxx: a. On each Investment Closing Date, (i) the representations and warranties made by Navarre in this Agreement shall be true and correct, and (ii) Navarre shall have complied fully with all of the covenants and agreements in this Agreement; and Xxxxxxxx shall have received on each such date a certificate of the Chief Executive Officer and the Chief Financial Officer of Navarre dated such date and to such effect. b. On each Investment Closing Date, Navarre shall have delivered to Xxxxxxxx an opinion of Xxxxxxxxx & Xxxxxx P.L.L.P. reasonably satisfactory to Xxxxxxxx, dated the date of delivery, confirming in substance the matters covered in paragraphs (a), (b), (c), (d), (e), (f) and (h) of Section 3 hereof and to the effect that the offer and sale of the Investment Securities to Xxxxxxxx hereunder do not require registration under the Securities Act. c. On each Investment Closing Date, Xxxxxxxx shall have received a letter from Ernst & Young LLP to the effect that, as of such date, they are consenting to the inclusion in this Agreement of: (i) in the event the Investment Closing Date occurs prior to the filing by Navarre with the SEC of its Annual Report on Form 10-K for the fiscal year ended March 31, 2000, the E&Y Report, and (ii) in the event the Investment Closing Date occurs on or after the date of filing by Navarre with the SEC of its Annual Report on Form 10-K for the fiscal year ended March 31, 2000, the report of Ernst & Young LLP attached to the Delivery Notice delivered by Navarre to Xxxxxxxx on the corresponding Investment Closing Date in accordance with Section 2.b.(iv), 2.c.(iv), 2.d.(iv) or 2.e.(iv) hereof, as applicable.
Sample 1
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Conditions Precedent to Xxxxxxxx'x Obligations. The obligations of Xxxxxxxx hereunder are subject to the performance by the Company of its obligations hereunder and to the satisfaction of the following additional conditions precedent, unless expressly waived in writing by Xxxxxxxx: (a) On each Closing Date, (i) the representations and warranties made by the Company in this Agreement shall be true and correct, except those representations and warranties which address matters only as of a particular date, which shall be true and correct as of such date; (ii) the Company shall have complied fully with all of the covenants and agreements in this Agreement; and (iii) Xxxxxxxx shall have received (A) on the Initial Closing Date a certificate of the Chief Financial Officer of the Company dated such date and to such effect and (B) on each Subsequent Closing Date a certificate of the Chief Executive Officer and the Chief Financial Officer of the Company dated such date and to such effect. (b) On each Closing Date, the Company shall have delivered to Xxxxxxxx an opinion of Patterson, Belknap, Xxxx & Tyler LLP reasonably satisfactory to Xxxxxxxx, dated as of the Closing Date, in substantially the form attached hereto as Annex K.
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Related to Conditions Precedent to Xxxxxxxx'x Obligations

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF DEVELOPER The obligations of Developer under this Agreement are conditioned upon the following:

  • Conditions Precedent to the Obligations of the Company to sell Shares at the Closing. The Company’s obligation to sell and issue to the Purchaser the Allocated Shares at the Closing is subject to the fulfillment to the satisfaction of the Company on or prior to the Closing Date of the following conditions, any of which may be waived by the Company:

  • CONDITIONS PRECEDENT TO LOAN The obligations of Lender to make the Loan hereunder are subject to the satisfaction by Borrower of the following conditions:

  • Conditions Precedent to the Obligation of the Company to Close and to Sell the Securities. The obligation hereunder of the Company to close and issue and sell the Securities to the Purchasers at the Closing Date is subject to the satisfaction or waiver, at or before the Closing of the conditions set forth below. These conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion.

  • Conditions Precedent to Loans The obligation of each Initial Lender to make its Initial Loan hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement and the Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (iv) a favorable opinion of Vxxxxx and Exxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent, Lead Arranger, each Co-Arranger and each Lender, as to the matters set forth in Exhibit E and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (v) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies, or an exhibit, of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in paragraphs (xvi) and (xvii) below have been satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (vii) certificates attesting to the Solvency of each Loan Party before and after giving effect to the transactions contemplated by this Agreement and the incurrence of indebtedness related thereto and application of proceeds, from its chief financial officer; (viii) audited consolidated financial statements of the Borrower for the 2004 and 2005 fiscal years and unaudited consolidated financial statements of the Borrower for any interim quarterly periods that have ended since the most recent of such audited financial statements, which in each case, (1) shall be satisfactory in form and substance to the Lead Arranger and the Lenders, (2) shall not be materially inconsistent with the Information heretofore provided to the Lenders, and (3) shall meet the requirements of Regulation S-X under the Securities Act, and all other accounting rules and regulations of the SEC promulgated thereunder applicable to a registration statement under such Act on Form S-1. (ix) evidence of the receipt by the Borrower of not less than $250,000,000 cash proceeds from the issuance of Equity Interests of the Borrower; (x) evidence that the Existing Agreement has been or concurrently with the Closing Date is being terminated and repaid in full; (xi) such other certificates, documents, or opinions as the Administrative Agent or the Required Lenders reasonably may require; (xii) any fees required to be paid on or before the Closing Date shall have been paid; (xiii) unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent); (xiv) the Closing Date shall have occurred on or before March 31, 2007; (xv) there shall have been no change, occurrence or development since December 31, 2005 that could reasonably be expected to have a Material Adverse Effect; (xvi) the representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Article IV, the representations and warranties contained in subsections 5.05(a) and (b) of

  • Conditions Precedent to EFFECTIVENESS OF SECTIONS 2.01 AND 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "EFFECTIVE DATE") on which the following conditions precedent to the initial Advance by any Lender have been satisfied: (a) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Consolidated Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (b) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Company and its Consolidated Subsidiaries as they shall have reasonably requested as a basis for making its decision to enter into its commitment hereunder. (c) All governmental and third party consents and approvals necessary in connection with the transactions by the Company contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (d) The Company shall have notified the Agent in writing as to the proposed Effective Date. (e) The Company shall have paid all accrued fees and expenses of the Agent and the Lenders (including the invoiced accrued fees and expenses of counsel to the Agent). (f) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (g) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes to be delivered by it. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) A favorable opinion of Nicholas J. Camera, General Counsel of the Compaxx, xxx xx Xleary, Gottlieb, Steen & Hamilton, counsel for the Company, substanxxxxxy in the form of Exhibits D-1 and D-2 hereto, respectively. (v) A favorable opinion of Shearman & Sterling, counsel for the Agent, in form and substance satisfactory to the Agent. (h) The termination of the commitments of the Lenders and the payment in full of all Debt outstanding under the bilateral credit agreements and other confirmed lines of credit listed on Schedule 3.01(h).

  • Conditions Precedent to the Obligations of Purchaser The obligation of Purchaser to consummate the transaction contemplated hereunder shall be subject to the fulfillment on or before the Closing Date of each of the following conditions, any or all of which may be waived by Purchaser in its sole discretion: (a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, the items provided for in Section 4.6; (b) all of the representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the Closing Date (with appropriate modifications permitted under this Agreement); (c) Seller shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Seller as of the Closing Date; (d) Seller shall have paid off or caused to be removed any Monetary Liens or arranged for the payoff or removal of the same concurrent with the Closing pursuant to Section 4.8; (e) the Title Company shall be irrevocably committed, upon payment of the applicable Title Policy premium, to issue to Purchaser, at Purchaser’s expense, the Title Policy including an ALTA 15-06 endorsement (non-imputation – full equity transfer); and (f) the closing date under the Related Agreements shall be the same as the Closing Date hereunder, and the closing under the Related Agreements shall occur simultaneously with the Closing hereunder, unless any Related Agreement is terminated pursuant to the terms thereof as the result of Major Damage. Notwithstanding anything to the contrary in this Agreement, in the event the sale of the Property as contemplated hereunder is not consummated solely due to the failure of the Title Company to be irrevocably committed, upon payment of the applicable Title Policy premium, to issue an ALTA 15-06 endorsement to the Title Policy, and Purchaser has notified Seller in writing of such circumstance and is not in default under this Agreement, Purchaser shall be entitled, as its sole remedy, to receive the return of the Deposit, together with reimbursement from Seller for all of Purchaser’s costs and expenses incurred in connection with this Agreement in an amount not to exceed $50,000, in which event this Agreement shall be terminated and neither Seller nor Purchaser shall have any obligation under this Agreement except obligations which expressly survive the termination of this Agreement.

  • CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER Each and every obligation of Buyer to be performed on the Closing Date shall be subject to the satisfaction prior to or at the Closing of the following express conditions precedent:

  • Conditions Precedent to Obligation of Seller The obligation of Seller to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing of all of the following conditions, any or all of which may be waived by Seller in its sole discretion: (a) Seller shall have received the Purchase Price as adjusted pursuant to and payable in the manner provided for in this Agreement. (b) Purchaser shall have delivered to Seller all of the items required to be delivered to Seller pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.3. (c) All of the representations and warranties of Purchaser contained in this Agreement shall be true and correct in all material respects as of the date of Closing. (d) Purchaser shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Purchaser as of the date of Closing.

  • Conditions Precedent to Obligation of the Company The obligation of the Company to effect the Exchange and otherwise consummate the transactions contemplated by this Agreement is subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

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