Conditions to Assignee’s Obligations Sample Clauses

Conditions to Assignee’s Obligations. The obligation of Assignee to consummate the transactions contemplated hereby is subject to the fulfillment at or prior to the Closing of the following conditions, any or all of which may be waived in whole or in part by Assignee to the extent permitted by applicable law:
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Conditions to Assignee’s Obligations. The obligations of Assignee under this Agreement have been undertaken in reliance on, and shall be subject to, (a) the due performance by the Company of its obligations and agreements as set forth in this Agreement and the accuracy, in all material respects, of the representations and warranties in this Agreement and any certificate delivered pursuant hereto, and (b) the further condition that none of the following events shall have occurre at any time on or prior to the Coupon Reset Date: (i) the rating of any securities of the Company (or, if the Company's securities are not rated, any entity into which the Company may be merged, converted or consolidated, or any entity resulting from any merger, conversion or consolidation to which the Company may be a party, or any entity to which the Company may sell or otherwise transfer all or substantially all of its business or the parent of any such entity) ranking on par with or senior to the Notes is below BBB- or the equivalent rating thereof by Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. at any time later than the date 15 calendar days prior to the Call Notice Date; (ii) trading in any securities of the Company (or any entity into which the Company may be merged, converted or consolidated, or any entity resulting from any merger, conversion or consolidation to which the Company may be a party, or any entity to which the Company may sell or otherwise transfer all or substantially all of its business or the parent of any such entity) shall have been materially suspended or materially limited by the Commission or the NASDAQ NMS at any time later than the date 15 calendar days prior to the Call Notice Date where the effect of such suspension or limitation is to make it, in the reasonable judgment of Assignee, impracticable to conduct the Coupon Reset Process or to enforce contracts for the sale of the Notes; provided, however, that this paragraph 3(ii) shall not apply to any limitation of trading in any securities that results from the issuing entity's having gone private so that such securities are no longer publicly traded; (iii) trading generally on the American Stock Exchange or the New York Stock Exchange or in the NASDAQ NMS shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices shall have been required, by any of said exchanges or by such system or by order of the Commission, the Nat...
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Conditions to Assignee’s Obligations. The obligations of Assignee shall be subject to the satisfaction prior to or at the Closing of the following conditions unless waived by Assignee:
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Conditions to Assignee’s Obligations. In addition to any other conditions set forth in this Agreement, Assignee’s obligation to consummate the Closing is subject to the timely satisfaction of each and every one of the conditions and requirements set forth in this Section 3.1, all of which shall be conditions precedent to Assignee’s obligations under this Agreement.
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Conditions to Assignee’s Obligations. Assignee’s obligation to make its payments and deliveries at the Closing are subject to the following conditions:
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Conditions to Assignee’s Obligations. (a) Assignor shall have delivered this Assignment properly executed to Assignee; (b) Assignor shall have delivered to Assignee the original Note Agreement and all originals of the other Note Documents in Assignor’s possession, including, without limitation, all title policies relating to any mortgages securing the Loan; (c) Assignor shall have delivered to Assignee an allonge to the Note Agreement, in the form attached hereto as Exhibit A, endorsing the Note Agreement to Assignee; (d) Assignor shall have delivered to Assignee a release, in the form attached hereto as Exhibit B, releasing Assignee from its obligations as a borrower pursuant to the Note Agreement and Note Documents.
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Related to Conditions to Assignee’s Obligations

  • Conditions to All Parties’ Obligations Notwithstanding any other provision of this Agreement to the contrary, the obligations of each of the parties to this Agreement to consummate the transactions described herein shall be conditioned upon the satisfaction of each of the following conditions precedent on or prior to the Closing Date:

  • Conditions to Obligations OF EACH PARTY TO EFFECT THE MERGER. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

  • Conditions to Each Party’s Obligations The obligations of each Party to consummate the Merger and the other transactions described herein shall be subject to the satisfaction or written waiver (where permissible) by the Company and the Purchaser of the following conditions:

  • Conditions to Purchaser’s Obligations The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the satisfaction (unless waived in writing by Purchaser) of each of the following conditions on or prior to the Closing Date:

  • Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions:

  • Conditions to Each Party’s Obligation The respective obligation of each party to effect the transactions contemplated by this Agreement is subject to the satisfaction or waiver, on or prior to the Closing Date, of the following conditions:

  • Certain Conditions to Assignments Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Xxxxxx’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; (B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Class of Commitments, Loans and LC Exposure; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender) (for which no Obligor shall be obligated); and (D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire.

  • Conditions to Seller’s Obligations The obligations of Seller to consummate the transactions provided for hereby are subject, in the discretion of Seller, to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Seller:

  • Conditions to Obligations of the Parties The obligation of the Parties to effect the Generation Exchange and the other transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Exchange Closing Date, of the following conditions: (a) The waiting period under the HSR Act applicable to the consummation of the exchange of the Exchange Assets contemplated hereby shall have expired or been terminated; (b) No preliminary or permanent injunction or other order or decree by any Governmental Authority which prevents the consummation of the exchange of the Exchange Assets contemplated herein shall have been issued and remain in effect (each Party agreeing to use its reasonable best efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by any state or federal government or Governmental Authority prohibiting the consummation of the exchange of the Exchange Assets; (c) The DLC Nuclear Closing as defined in the Nuclear Conveyance Agreement shall have occurred; (d) The CAPCO Settlement Agreement shall have been executed by DLC, the FE Subsidiaries and TEC; (e) The Support Agreement shall have been executed by FE and DLC; (f) All consents or approvals, filings with, or notices to any Governmental Authority that are necessary for the consummation of the transactions contemplated by each of the CAPCO Settlement Agreement and the Electrical Facilities Agreement shall have been obtained or made, other than such consents, approvals, filings or notices which are not required in the ordinary course to be obtained or made prior to the consummation of the transactions thereunder or which, if not obtained or made, will not prevent the parties thereto from performing their material obligations thereunder; and (g) There shall be no court order requiring DQE to consummate the transactions contemplated under the Agreement and Plan of Merger between DQE and Allegheny Energy, Inc.

  • Conditions to the Investor’s Obligations The obligation of the Investor to purchase the Note at Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor: (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (d) The Company shall have executed and delivered the Convertible Note and supporting documentation. (e) The Company shall have executed and delivered the Irrevocable Transfer Agent Instructions. (f) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quoted, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

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