Conditions to Financing Sample Clauses

Conditions to Financing. As of the Closing Date, the conditions precedent to the initial funding of the financing commitments contained in clauses (i) (to the extent requiring the delivery of releases of Liens encumbering the assets of Rome and the Rome Subsidiaries) and (vi) (to the extent requiring the delivery of financial statements of Rome and the Rome Subsidiaries) under the heading “Conditions Precedent to All Borrowings” in the Summary of Terms and Conditions attached to the Commitment Letter shall have been satisfied or waived in writing by the lenders providing such commitments.
Sample 1
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Conditions to Financing. In the event FBC agrees to directly finance any AspenTech Software, all of the following conditions must be satisfied at or prior to the Closing Date with respect to such financing: (1) No material change shall have occurred to AspenTech’s business or financial status since the date of this Addendum which prevent AspenTech from meeting its obligations under the Letter Agreement, this Addendum or any Assignment and its obligations (if any) with respect to any Software covered by any Software Agreement; (2) This Addendum must be in full force and effect and shall not have expired, or been terminated or revoked; (3) AspenTech must not be in breach of any of its obligations under this Addendum. (4) FBC must have approved the credit of the and such approval shall not have been revoked; (5) AspenTech must have originated and compiled, and FBC must have received: (i) The original Direct Finance Contract, any schedules, riders and attachments thereto, all fully executed by the Obligor; (ii) Evidence that the software components of the Software covered or financed under the Direct Finance Contract have been shipped to, and that such software components have been accepted in accordance with and as defined by the terms and conditions of the Software Agreements; (iii) A copy of any license or other agreements between AspenTech and the Obligor with respect to the Software, (“Software Agreements”), certified as true, accurate and correct by AspenTech; and (iv) Such other guaranties, documents, instruments and agreements as required under FBC’s credit approval or as FBC may otherwise reasonably require.
Sample 1
Conditions to Financing. As of the Closing Date, all conditions precedent to the initial funding of the financing commitments contained in clause (i) of the Conditions section of the Commitment Letter and clauses (1) (to the extent relating to the Acquisition and the Acquisition Documents), (2) and (3) (to the extent, with respect to the first sentence thereof, relating to the Company and the Subsidiaries) of Annex III of the Commitment Letter shall have been satisfied or waived in writing by the lenders providing such commitments;
Sample 1
Conditions to Financing. Each Initial Bridge Lender’s commitment hereunder, and each of our agreements to perform the services described herein, are subject solely to satisfaction or waiver of each of the following conditions precedent: (a) since November 2, 2014, no change or event shall have occurred that has had or would reasonably be expected to have an Acquired Business Material Adverse Effect (as defined below), (b) the negotiation, execution and delivery of definitive documentation with respect to the Bridge Facility consistent with this Commitment Letter and the Fee Letter, customary for transactions of such type and otherwise reasonably satisfactory to the Lead Arrangers and you (the “Credit Documentation”); provided that, subject to the Limited Conditionality Provision (as defined below), documentation substantially similar to the documentation (with adjustments to reflect that the Facility is a “bridge” facility) in connection with the Existing Credit Agreement, with such modifications as are set forth in the Term Sheet or are mutually agreed upon, is satisfactory for this purpose, and (c) the satisfaction of conditions set forth on Exhibit B. For the purposes hereof, “Acquired Business Material Adverse Effect” means any change, effect, event, occurrence, circumstance or state of facts that, with all other changes, effects, events, occurrences, circumstances and states of fact, (1) is or would reasonably be expected to be materially adverse to the business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole, other than any change, effect, event, occurrence, circumstances or state of facts to the extent relating to (i) the economy in general, (ii) the pharmaceutical, biotechnology, healthcare, contract research, contract sales, drug development, healthcare informatics, chemical, agrochemical and food industries generally, including changes in the use, adoption or non-adoption of technologies or industry standards, (iii) the securities, credit, financial or other capital markets generally in the United States or elsewhere in the world, including changes in interest rates, (iv) any change in the Company’s stock price or trading volume or any failure, in and of itself, to meet internal or published projections, forecasts or estimates in respect of revenues, earnings, cash flow or other financial or operating metrics for any period (provided, however, that the facts or causes underlying or contributing to such change or failure...
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Conditions to Financing. The willingness of Comerica to provide the Financing and the closing of the Financing shall be subject to the satisfaction, on or before the date of closing under this Commitment ("Closing"), of each of the following conditions.
Sample 1
Conditions to Financing. LMIG engagement hereunder is subject to the satisfaction, in its sole discretion, of the following conditions: (a) LMIG due diligence investigation of the Company, including, without limitation, background searches, customer evaluations, market analysis, financial statements, business prospects, financial projections, etc; (b) A capitalization structure reasonably acceptable to LMIG which shall consist of (I) no more than an aggregate of 15 million shares of fully diluted Common Stock. (c) If the business plan is not met within 75% of the profomas of the business plan (as to sales and earnings), the offering price will be reset. (d) The approval of LMIG Commitment Committee; (e) The execution of an Agency Agreement containing such other representations and covenants of the Company as are customarily included in such agreement; and (f) There being no material adverse change in the business of the Company or in general market conditions. (g) LMIG will get one seat on the Pipeline Technologies, Inc. board of directors.
Sample 1
Conditions to Financing. The Contractor acknowledges that, as a condition precedent to making funds available to Employer the Lenders may require the right to review and approve Milestone Certificates, payment invoices, supporting documentation and the Works and may require certain certificates, documents and other information from the Contractor. The Contractor shall cooperate promptly with the Employer and the Lenders to meet all the reasonable requirements of the Lenders. The Contractor will reasonably cooperate i n t he e stablishment a nd i mplementation of pr ocedures di ctated b y t he F inancing Documents for the disbursement of funds thereunder.
Sample 1
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Conditions to Financing. The commitment of each Initial Lender with respect to the initial funding of the Facilities is subject solely to (a) the satisfaction or waiver by the Commitment Parties of each of the conditions set forth under Annex II hereto and (b) subject to the Funds Certain Provisions (as defined below), the execution and delivery of definitive credit documentation with respect to each Facility consistent with this Commitment Letter and the Fee Letters and, to the extent terms are not provided in this Commitment Letter or the Fee Letters, otherwise satisfactory to you and the Lead Arrangers (the “Credit Documentation”) prior to such initial funding. Notwithstanding anything in this Commitment Letter, the Fee Letters, the Credit Documentation or any other letter agreement or other undertaking concerning the financing of the Transaction to the contrary, (a) the Credit Documentation shall be in a form such that the terms thereof do not impair availability of the Facilities on the Closing Date if the conditions in Annex II and paragraph 5 hereof shall have been satisfied, (b) to the extent any security interest in the Collateral (as defined in Annex I) (other than the Collateral of the Borrowers and the Guarantors (as defined in Annex I) the security interest in which may be perfected by the filing of a UCC financing statement, the filing of short-form security agreements with the United States Patent and Trademark Office or the United States Copyright Office or the delivery of certificates evidencing equity interests (other than any certificates evidencing equity interests in the Acquired Business and its subsidiaries)) is not provided on the Closing Date after your use of commercially reasonable efforts to do so, the provision and/or perfection, as applicable, of any such Collateral shall not constitute a condition precedent to the availability of the Facilities on the Closing Date (it being understood, however, that the Credit Documentation shall provide that such provision and/or perfection occurs not later than 90 days, or in the case of any certificates evidencing equity interests in the Acquired Business and any of its subsidiaries organized in the Xxxxxx Xxxxxx, 00 days (or, in each case such later date as reasonably agreed to by the Administrative Agent) after the Closing Date pursuant to arrangements to be mutually agreed), and (c) subject to appropriate qualifications to reflect the foregoing clause (b), the only representations and warranties the accuracy of...
Sample 1

Related to Conditions to Financing

  • Conditions to Issuance No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower unless, as of the date of issuance (or renewal or extension) of such Letter of Credit: (i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount; (ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (A) the Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment Amount; (iii) the conditions set forth in Section 6.02 have been satisfied; (iv) if requested by the Issuing Bank, the Borrower shall have delivered to the Issuing Bank at its Issuing Office the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing Bank; (v) no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain Issuing Bank from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f), and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Bank from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and (vi) there shall have been (x) no introduction of or change in the interpretation of any law or regulation, (y) no declaration of a general banking moratorium by banking authorities in the United States, New York or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested Letter of Credit are located, and (z) no establishment of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(vi), would make it unlawful or unduly burdensome for the Issuing Bank to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally. Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute the certification by Borrower of the matters set forth in Section 6.02. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.

  • Conditions to Funding The obligations of the Lenders to make any Credit Extension hereunder on the Funding Date are subject to the satisfaction of the following conditions: (a) The Funding Date shall be a Business Day on or before the Long StopLongstop Date. (b) The Administrative Agent shall have received, on behalf of itself and the Lenders, a legal opinion of Ropes & Xxxx International LLP, New York counsel for the Borrower, in form reasonably acceptable to the Administrative Agent (i) dated the Funding Date, (ii) addressed to the Administrative Agent, the Security Agent and the Lenders and (iii) covering such other matters relating to the Loan Documents and the Existing Transactions as the Administrative Agent shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received: (i) A copy of the Organization Documents of each Loan Party. (ii) In respect of each Loan Party incorporated or established and/or having its registered office in the United States, a certificate of good standing in respect of such Loan Party. (iii) A copy of a resolution of the board or, if applicable, a committee of the board, of directors of each Loan Party (A) approving the terms of, and the transactions contemplated by, the Loan Documents to which it is a party and resolving that it execute, deliver and perform the Loan Documents to which it is a party; (B) authorising a specified person or persons to execute the Loan Documents to which it is a party on its behalf; and (C) authorising a specified person or persons, on its behalf, to sign and/or deliver all documents and notices (including, if relevant, any Borrowing Request) to be signed and/or delivered by it under or in connection with the Loan Documents to which it is a party. (iv) A specimen of the signature of each person authorised by the resolution in relation to the Loan Documents and related documents. (v) A secretary’s certificate of each Loan Party in a form reasonably satisfactory to the Administrative Agent. (d) [Reserved]. (e) The Administrative Agent shall have received, at least three Business Days prior to the Funding Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested by the Initial Lenders at least ten days prior to the Funding Date. (f) The Administrative Agent shall have received the Loan Escrow Agreement duly executed and delivered (or counterparts hereof) by the Borrower. (g) A certificate from the chief financial officer (or other Responsible Officer) of the Borrower, substantially in the form attached as Exhibit I hereto, certifying that the Borrower is Solvent. (h) Each Major Representation is true in all material respects. (i) Solely if the Closing Date has not occurred on the Funding Date, the Administrative Agent shall have received the Escrow Guarantee Agreement duly executed and delivered (or counterparts thereof) by the Escrow Guarantor, the Borrower and the other parties thereto.

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

  • CONDITIONS TO LOANS The obligations of Lenders to make Loans are subject to satisfaction of all of the applicable conditions set forth below.

  • Conditions to Obligations to Close A. Conditions to Obligations of ALPP, A4TI, and Merger Sub. The obligations of each of ALPP, A4TI, and Merger Sub to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions, unless otherwise waived in writing by ALPP, A4TI, and Merger Sub prior to Closing; (1) The representations and warranties of Company set forth in Section 4 will be true and correct in all material respects as if made at and as of the Closing, except to the extent that such representations and warranties are qualified by the term “material,” or contain terms such as “Adverse Effect” or “Adverse Change,” in which case such representations and warranties as so written, including the term “material” or “Material,” will be true and correct in all respects at and as of the Closing; (2) Company will have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term “material,” or contain terms such as “Adverse Effect” or “Adverse Change,” in which case Company will have performed and complied with all of such covenants as so written, including the term “material” or “Material,” in all respects through the Closing; (3) There will not be any judgment, order, decree or injunction in effect that would (a) prevent consummation of any of the transactions contemplated by this Agreement, (b) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (c) adversely affect the right of A4TI to own the capital stock of Surviving Corporation and to control Surviving Corporation and its Subsidiaries, or (d) adversely affect the right of any of Surviving Corporation and its Subsidiaries to own its assets and to operate its business; (4) The Merger will have been duly approved by the Company’s Board of Directors and by holders of the Company Shares representing at least eighty percent (80%) of the Company Shares (the “Required Company Vote”); (5) Company will have delivered to ALPP and A4TI a certificate to the effect that each of the conditions specified in Sections 2.A(1)-(4) is satisfied in all respects; (6) Company will have delivered to ALPP and A4TI an executed counterpart of the Merger Certificate; and (7) Company will have delivered to ALPP and A4TI the resignations, effective as of the Closing, of each director and officer of Company excluding Xxxxxx Xxxx.

  • CONDITIONS TO MERGER Section 7.01 Conditions to Each Party's Obligation To Effect the Merger. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction prior to the Closing Date of the following conditions:

  • 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 Precedent to Obligations to Consummate 9.1 Conditions to Obligations of Each Party. The respective obligations of each Party to perform this Agreement and to consummate the Merger are subject to the satisfaction of the following conditions, unless waived by both Parties pursuant to Section 11.6 of this Agreement:

  • Conditions to Closings Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at each Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at such Closing, of the following conditions:

  • Conditions to Initial Loans The agreement of each Lender to make Loans hereunder and the effectiveness of this Agreement is subject to the satisfaction, prior to or on the Closing Date, of the following conditions precedent, which conditions precedent apply to and shall be satisfied by the Borrower:

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