Conditions to Initial Closing. The obligations of the Lender to purchase and pay for the Tranche B Notes to be delivered on the initial Closing Date are subject to the prior or concurrent satisfaction of the following conditions:
(a) The Borrowers shall have duly authorized, executed and delivered to the Lender the Loan Agreement, the Notes, the Warrants, the Registration Rights Agreement and the other Transaction Documents and the documents and instruments to be delivered in connection therewith;
(b) There shall exist no Default or Event of Default and all the representations and warranties contained herein and in the other Transaction Documents shall be true and correct in all respects with the same effect as though such representations and warranties had been made on such Closing Date;
(c) The Lender shall have received, in form and substance satisfactory to the Lender, all releases, terminations and such other documents as the Lender may request to evidence and effectuate the termination by any outstanding secured creditor (other than the Existing Lenders) to the Borrowers of their respective financing arrangements with the Borrowers and the termination and release by it or them, as the case may be, of any interest in and to any assets and properties of the Borrowers and each Obligor, duly authorized, executed and delivered by it or each of them, including, but not limited to, (i) UCC termination statements for all UCC financing statements previously filed by it or any of them or their predecessors, as secured party, and the Borrowers or any Obligor, as debtor; and (ii) satisfactions and discharges of any mortgages, deeds of trust or deeds to secure debt by the Borrowers or any Obligor in favor of it, in form acceptable for recording with the appropriate Governmental Authority;
(d) All requisite corporate action and proceedings in connection with this Loan Agreement and the other Transaction Documents shall be satisfactory in form and substance to the Lender, and the Lender shall have received all information and copies of all documents, including records of requisite corporate action and proceedings which the Lender may have requested in connection therewith, such documents where requested by the Lender or its counsel to be certified by appropriate corporate officers or Governmental Authority (and including a copy of the articles of incorporation of Coachmen certified by the Secretary of State of Indiana);
(e) The Lender shall have received evidence, in form and substance satisfact...
Conditions to Initial Closing. The obligation of each Lender to make the initial Loans, of Administrative Agent to issue any Support Agreements on the Closing Date and of any LC Issuer to issue any Lender Letter of Credit on the Closing Date shall be subject to the receipt by Administrative Agent of each agreement, document and instrument set forth on the Closing Checklist, each in form and substance reasonably satisfactory to Administrative Agent, and to the satisfaction of the following conditions precedent, each to the satisfaction of Administrative Agent and Lenders in their reasonable discretion:
(a) the payment of all fees, expenses and other amounts due and payable under each Financing Document, including, without limitation, the Administrative Agent Fee Letter;
(b) the satisfaction of Agent as to the absence, since March 31, 2006, of any Material Adverse Effect or any event or condition which could reasonably be expected to result in a Material Adverse Effect;
(c) the receipt of the initial Borrowing Base Certificate, prepared as of the Closing Date, which certificate shall evidence immediately available excess borrowing capacity of Revolving Loans of not less than $5,000,000 after giving effect to the initial funding of Loans on the Closing Date and the consummation of the transactions contemplated by the Operative Documents;
(d) Mxxxxxx Lxxxx shall be satisfied with the results of its legal and business due diligence, which, in the case of business due diligence, shall include audits, appraisals, reports (including, without limitation, environmental reports) and other documentation (including, without limitation, title and survey documentation) with respect to any owned or leased property, communications with management regarding financial performance and financial condition and a field exam (in scope acceptable to Mxxxxxx Lxxxx) of Borrower and Subsidiaries, and Borrower’s and Subsidiaries’ respective operations;
(e) Administrative Agent and the Lenders shall have received and approved all requested financial statements and projections;
(f) intentionally omitted;
(g) all other transactions contemplated to occur in connection with the closing of this loan and letter of credit facility shall have been consummated in accordance with applicable Law and the documentation relating thereto, which shall be satisfactory to Agent and the Lenders in form and substance;
(h) Intentionally omitted;
(i) Mxxxxxx Lxxxx shall be satisfied that there has been no material adverse change in the c...
Conditions to Initial Closing. Each Purchaser's obligation to purchase and pay for the Notes to be sold to such Purchasers at the Initial Closing is subject to the satisfaction or waiver, prior to or at the Initial Closing, of the following conditions.
Conditions to Initial Closing. 27 5.1 Conditions to Lenders' Obligations..................................................27 5.2 Conditions to Company's Obligations.................................................28
Conditions to Initial Closing. The obligation of each Purchaser to purchase and pay for the Initial Notes and the Warrants to be sold to such Purchaser at the Initial Closing is subject to the satisfaction, at the Initial Closing, of the following conditions:
Conditions to Initial Closing. The several obligations of the Investors to purchase the Notes on the date of the Initial Closing shall be subject to the prior or concurrent satisfaction of each of the conditions precedent set forth in this Section 2.3.
Conditions to Initial Closing. 3.1 Conditions to the Obligations of the Purchaser, the Purchaser Subsidiary and the Company. The obligations of the Company, the Purchaser and the Purchaser Subsidiary to consummate the Initial Investment are subject to the satisfaction (or, if permitted by Requirements of Law, waiver by each party in each such party’s sole discretion) of the following conditions:
(a) the waiting period (and any extension thereof) applicable to the Initial Investment under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (and the rules and regulations promulgated thereunder) (the “HSR Act”) shall have been terminated or shall have expired; and
(b) no judgment enacted, promulgated, issued, entered, amended or enforced by any Governmental Authority having jurisdiction over any of the parties hereto or any applicable Requirements of Law (collectively, “Restraints”) shall be in effect enjoining or otherwise prohibiting the Initial Investment.
Conditions to Initial Closing. 25 5.1 Conditions to Investors' Obligations......................25 5.2 Conditions to Company's Obligations.......................26
Conditions to Initial Closing. The obligation of the Purchasers to purchase and pay for the Preferred Stock at the Initial Closing is subject to the satisfaction as of the Initial Closing of the following conditions:
Conditions to Initial Closing. The obligations of the Company to any Purchaser under this Agreement are subject to the fulfillment, on or before the Initial Closing, of each of the following conditions, unless otherwise waived:
