Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the purchase price for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the Secretary of State of the State of Delaware to the effect that the Seller is duly organized, existing and in good standing in the State of Delaware;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and each Rating Agency; and
(v) a letter from counsel of the Seller substantially...
Conditions to Closing. Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at the Closing, of the following conditions:
Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(i) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller.
(ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof:
(1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein;
(2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment;
(3) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories;
(4) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller;
(5) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency;
(6) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and
(7) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Age...
Conditions to Closing. Your obligation to purchase and pay for the Notes to be sold to you at the Closing is subject to the fulfillment to your satisfaction, prior to or at the Closing, of the following conditions:
Conditions to Closing a. The obligation of the parties hereto to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement on the Closing Date is subject to the condition that (i) as of the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and
b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Issuer of the additional conditions that:
(i) all representations and warranties of the Investor contained in this Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Agreement as of the Closing Date;
(ii) the Investor shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it at or prior to the Closing; and
(iii) the Issuer shall have received, at the Closing, subscriptions for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, and the purchase price related to such subscriptions shall have been received by the Issuer at or prior to the time of the Closing.
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s articles of association and certificate of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a copy of a certificate of good standing of the Seller issued by the New York State Department of Financial Services and a copy of a certificate of good standing issued by the Registrar of Companies for England and Wales, each dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to the Seller:
(A) the Seller is a public limited company duly organized, validly existing and in good standing under the laws of the England and Wales;
(B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement ...
Conditions to Closing. 8 3.1 Conditions to Seller's Obligations......................................8 3.2 Conditions to Buyer's Obligation.......................................10
Conditions to Closing. (a) nStor's obligation to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to Closing, of each of the following conditions precedent (any or all of which may be waived in writing, in whole or in part, by nStor):
(i) Xxxxx shall have performed all of the obligations and complied with all of the covenants required to be performed or to be complied with by them under this Agreement on or prior to the Closing Date.
(ii) Xxxxx shall have delivered to nStor any and all approvals, consents or assignments to be obtained by Xxxxx and necessary for the consummation of the transactions contemplated hereby.
(iii) nStor and its accountants, attorneys and other representatives shall have had full and complete access during normal business hours to all offices, facilities, properties, assets, books, agreements, files and records of Andataco, including financial and operating data and other information regarding Xxxxx and Andataco.
(iv) nStor shall have received the nStor Financing on or prior to the Closing Date.
(v) There shall not have been instituted, pending or threatened against Andataco, Xxxxx, nStor or the Company any suit, action or other proceeding by any private party or governmental agency, commission, bureau or body seeking to restrain or prohibit any of the transactions contemplated by this Agreement.
(vi) X. Xxxxx shall have entered into Employment Agreement as provided for in Section 3(a) hereof.
(vii) Each representation and warranty of Xxxxx contained in this Agreement shall be true and correct both at the date on which this Agreement is signed and at and as of the Closing Date as if made anew at and as of such time.
(viii) There has not been any material adverse change in the business, operations and financial conditions of Andataco from and after the date of the 1998 10-K until the Closing Date.
(b) The obligations of Xxxxx to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to Closing, of each of the following conditions precedent (any or all of which may be waived in writing, in whole or in part, by Xxxxx):
(i) nStor shall have performed all of its obligations and complied with all of its covenants required to be performed or to be complied with by it under this Agreement on or prior to the Closing Date.
(ii) nStor shall have delivered to Xxxxx any and all approvals, consents or assignments to be obtained by nStor and necessary for th...
Conditions to Closing. 8.1 Conditions Precedent to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement are subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Parent and Merger Sub in whole or in part to the extent permitted by applicable Law):
(a) the representations and warranties of the Company contained in Article V that are qualified as to materiality shall be true and correct in all respects and those that are not qualified as to materiality shall be true and correct in all material respects, in each case as of the Closing as though made at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties that are qualified as to materiality shall be true and correct in all respects on and as of such earlier date and those that are not qualified as to materiality shall be true and correct in all material respects on and as of such earlier date).
(b) the representations and warranties of the Company contained in Sections 5.2 and 5.4 (as adjusted for stock issuances arising from the exercise of options, warrants or rights disclosed in Schedule 5.4 of the Company Disclosure Letter) are true and correct in all respects as of the Closing;
(c) the Company shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by it prior to the Closing Date, and Parent shall have received copies of such corporate resolutions and other documents evidencing the performance thereof as Parent may reasonably request;
(d) there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby, and there shall not be pending any Legal Proceeding seeking to restrain or prohibit the consummation of the Merger or seeking a material amount for damages in connection with the transactions contemplated hereby and which Legal Proceeding has a reasonable likelihood of success;
(e) the Key Employees and no less than 90% of the Company's employees listed on Schedule 8.1(e) shall continue to be employed by the Company on the Closing Date;
(f) Parent shall have received a certificate of the Company signed by the Chief Operating O...
Conditions to Closing. 5.1 Conditions to Each Purchaser's Obligations at Closing. Each ----------------------------------------------------- Purchaser's obligations at the Closing, including without limitation his or its obligation to purchase the Notes and Shares, are conditioned upon the fulfillment (or waiver by such Purchaser) of each of the following events as of the Closing Date:
5.1.1 the representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as of such date as if made on such date;
5.1.2 the Company shall have complied with or performed in all material respects all of the agreements, obligations and conditions set forth in this Agreement that are required to be complied with or performed by the Company on or before the Closing;
5.1.3 the Company and each of the other Purchasers shall have executed and delivered the applicable Transaction Documents;
5.1.4 except for the effects of the Company's continued use of cash in the ordinary course of business, there shall have been no material adverse changes in the Company's consolidated business or financial condition since the date of the Company's most recent financial statements delivered to the Purchasers;
5.1.5 there shall be no action or proceeding by or before any federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity") or ------------------- NASD, pending or threatened, challenging or seeking to restrain or prohibit the purchase and sale of the Securities or any of the other transactions contemplated by this Agreement or seeking to obtain damages from either party hereto in connection with the purchase and sale of the Securities or any of the other transactions contemplated by this Agreement; and
5.1.6 there shall be no statute, rule, regulation, executive order, decree, temporary restraining order, preliminary injunction, permanent injunction or other order, enacted, entered, promulgated, enforced or issued by any Governmental Entity or other legal restraint or prohibition preventing the purchase and sale of the Securities in effect.
