Conditions to Each Transfer Sample Clauses

Conditions to Each Transfer. The right of the Transferor to sell Transferred Interests pursuant to Section 2.02 and the obligation, if any, of the CP Conduit Purchasers and the Committed Purchasers to purchase such Transferred Interests is subject to the conditions that on the applicable Transfer Date: (a) No Termination Event or Potential Termination Event shall have occurred and then be continuing; (b) The Termination Date shall not have occurred; (c) The representations and warranties set forth in Section 3.01 hereof and Section 4.1 of the Receivables Purchase Agreement shall be true and correct on and as of such date (except to the extent such representations and warranties relate solely to an earlier date, and then as of such earlier date); (d) A Deposit Report shall have been delivered to the Administrative Agent dated within five (5) Business Days prior to the desired date of such Transfer; (e) The Credit Default Swaps shall be in place and the Required Currency Hedge shall be in place for the Required Hedge Notional Amount; (f) The Administrative Agent and each Funding Agent shall have received such other approvals, opinions or documents as it may reasonably request; and (g) After giving effect to the issuance of Commercial Paper by the CP Conduit Purchasers or the obtaining of funds by the Committed Purchasers to fund the Transfer Price and the payment to the Transferor of the Transfer Price, the Net Investment shall not exceed the Facility Limit.
Sample 1Sample 2
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Conditions to Each Transfer. The right of the Transferor to sell Transferred Interests pursuant to Section 2.2 and the obligation, if any, of the Initial Purchasers and the APA Bank Purchasers to purchase such Transferred Interests is subject to the conditions that on the applicable Transfer Date: (a) no Termination Event or Potential Termination Event shall have occurred and then be continuing; (b) the Termination Date shall not have occurred; (c) the representations and warranties set forth in Section 3.1 and Section 4.1 of the Receivables Purchase Agreement shall be true and correct in all material respects on and as of such date (except to the extent such representations and warranties relate solely to an earlier date, and then as of such earlier date); (d) Executed copies of proper financing statements (Form UCC-1 or UCC-3, as applicable), dated a date reasonably near to the date hereof, naming the Transferor as the debtor and the Administrative Agent (for the benefit of the Initial Purchasers, the Funding Agents, the Fairway APA Banks and the PARCO APA Banks) as secured party, and other similar instruments or documents as may be necessary or, in the reasonable opinion of the Administrative Agent and each Funding Agent, desirable under the Relevant UCC of all appropriate jurisdictions or any comparable Law to perfect the Administrative Agent's (for the benefit of the Initial Purchasers, the Funding Agents and the APA Bank Purchasers) security interest in all Receivables, Related Security, Collections and Proceeds with respect thereto; (e) Executed copies of proper financing statements (Form UCC-1 or UCC-3, as applicable), dated a date reasonably near to the date hereof, naming each Seller as debtor/seller, the Transferor as secured party/purchaser, and the Administrative Agent (for the benefit of the Initial Purchasers, the Funding Agents, the Fairway APA Banks and the PARCO APA Banks), as assignee of the secured party/purchaser, and other similar instruments or documents as may be necessary or, in the reasonable opinion of the Administrative Agent or any Funding Agent, desirable under the Relevant UCC of all appropriate jurisdictions or any comparable Law to perfect the Transferor's ownership or security interest in all Receivables, Related Security, Collections and Proceeds with respect thereto; (f) Executed copies of proper financing statements (Form UCC-1), dated a date reasonably near to the Original Closing Date, naming the Originator as debtor/seller, TMN as secured party/...
Sample 1
Conditions to Each Transfer. Each Transfer shall be subject to the further conditions precedent that (a) the Commitment Expiry Date shall not have occurred; and (b) on the applicable Transfer Date, the following statements shall be true (and acceptance of the proceeds of such Transfer shall be deemed a representation and warranty by Transferor that such statements are then true): (i) the representations and warranties set forth in Section 3.01 are true and correct in all material respects on and as of the date of such Transfer as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall remain true and correct in all material respects as of such earlier date; (ii) no event has occurred and is continuing, or would result from such Transfer, that will constitute a Termination Event or a Potential Termination Event; and (iii) after giving effect to such Transfer and payment of the Transfer Price, the Net Investment will not exceed the Facility Limit and the Percentage Interest will not exceed the Maximum Percentage Interest.
Sample 1

Related to Conditions to Each Transfer

  • Conditions to Each Advance The agreement of Lenders to make any Advance requested to be made on any date (including the initial Advance), is subject to the satisfaction of the following conditions precedent as of the date such Advance is made:

  • Conditions to Xxxxx’x Obligations The obligations of Xxxxx hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Company herein, to the due performance by the Company of its obligations hereunder, to the completion by Xxxxx of a due diligence review satisfactory to Xxxxx in its reasonable judgment, and to the continuing satisfaction (or waiver by Xxxxx in its sole discretion) of the following additional conditions:

  • Conditions to Each Loan The agreement of each Lender to make any Loan requested to be made by it on any date (including, without limitation, its initial Loan) is subject to the satisfaction of the following conditions precedent:

  • Conditions to Loan Section 3.1 Conditions to Funding of the Loan on the Closing Date......................................... 33

  • CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE The obligation of each Buyer hereunder to purchase the Notes and Warrants at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for such Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion: a. The Company shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Buyer. b. The Company shall have delivered to such Buyer duly executed Notes (in such denominations as the Buyer shall request) and Warrants in accordance with Section 1(b) above. c. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to a majority-in-interest of the Buyers, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent. d. The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer shall have received a certificate or certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer including, but not limited to certificates with respect to the Company’s Certificate of Incorporation, By-laws and Board of Directors’ resolutions relating to the transactions contemplated hereby. e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f. No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company. g. The Conversion Shares and Warrant Shares shall have been authorized for quotation on the OTCBB and trading in the Common Stock on the OTCBB shall not have been suspended by the SEC or the OTCBB. h. The Buyer shall have received an opinion of the Company’s counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as Exhibit “D” attached hereto. i. The Buyer shall have received an officer’s certificate described in Section 3(c) above, dated as of the Closing Date.

  • CONDITIONS TO GRANT TO HAVE AND TO HOLD the above granted and described Property unto and to the use and benefit of Lender, and the successors and assigns of Lender, forever; PROVIDED, HOWEVER, these presents are upon the express condition that, if Borrower shall well and truly pay to Lender the Debt at the time and in the manner provided in the Note and this Security Instrument, shall well and truly perform the Other Obligations as set forth in this Security Instrument and shall well and truly abide by and comply with each and every covenant and condition set forth herein and in the Note, these presents and the estate hereby granted shall cease, terminate and be void.

  • Conditions to Transfer Prior to any such proposed transfer, and as a condition thereto, if such transfer is not made pursuant to an effective registration statement under the Securities Act, the Holder will, if requested by the Company, deliver to the Company (i) an investment covenant signed by the proposed transferee, (ii) an agreement by such transferee to the impression of the restrictive investment legend set forth herein on the certificate or certificates representing the securities acquired by such transferee, (iii) an agreement by such transferee that the Company may place a "stop transfer order" with its transfer agent or registrar, and (iv) an agreement by the transferee to indemnify the Company to the same extent as set forth in the next succeeding paragraph.

  • CONDITIONS PRECEDENT TO EACH ADVANCE Lender’s obligation to make the initial Advance and each subsequent Advance under this Agreement shall be subject to the fulfillment to Lender’s satisfaction of all of the conditions set forth in this Agreement and in the Related Documents.

  • 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 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:

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