Conditions to Initial Purchase. (a) The obligation of the Purchaser to complete the initial Purchase on the Closing Date shall be subject to the Purchaser having received the following documents in form and substance satisfactory to the Purchaser on or before the Closing Date (unless otherwise specified below or waived by the Purchaser):
(i) a certificate of an officer of each Seller, dated the Closing Date certifying (A) that attached thereto is a true and complete copy of its certificate and articles of incorporation and any amendments thereto, and its by-laws, each as in effect on the date of such certificate; (B) that attached thereto is a true and complete copy of a resolution adopted by its board of directors authorizing the execution, delivery and performance of this Agreement and the Transaction Documents to which it is party, and that such resolution has not been modified, rescinded or amended and is in full force and effect; (C) as to the incumbency and true specimen signature of each of its officers executing this Agreement or any of the Transaction Documents to which it is party, (D) a certificate of compliance (or equivalent) issued in its jurisdiction of incorporation, and an equivalent certificate from the appropriate authority in each other jurisdiction in which qualification is necessary in order for it to own or lease its property and conduct its business, each to be certified as of a recent date, (E) that it is not Insolvent, (F) that all representations and warranties provided by it set forth in this Agreement and the other Transaction Documents, as applicable, are true and correct as of the date hereof in all material respects, and (G) that as at the date hereof no Servicer Termination Event has occurred;
(ii) copies of this Agreement and each of the Transaction Documents to which it is a party duly executed by its authorized signatories;
(iii) reports showing the results of searches conducted against it under applicable personal property security registers in the Provinces where it has its head office and registered office and where the Purchased Assets are located, together with executed copies of all discharges or releases of prior security interests relating to Purchased Assets that are then to be sold hereunder; provided that it may establish that any particular registration does not affect any such Purchased Assets by delivering a letter or acknowledgment signed by the applicable secured party;
(iv) a copy of verifications statements or other filings filed in t...
Conditions to Initial Purchase. The obligation of each Purchaser to Purchase its Certificate shall be subject to the satisfaction of the conditions precedent that
(a) the conditions precedent specified in Section 4.1 of the Purchase Agreement and Sections 5.1 and 5.2 of the Class B Certificate Purchase Agreement (other than those that relate to this Agreement) shall be satisfied; (b) the Agent shall have received, for the account of such Purchaser, a duly executed and authenticated Certificate registered in its name and in a Stated Amount equal to the amount set out opposite its name on Schedule I to this Agreement; (c) the Agent shall have received from the Transferor (i) certain fees and reimbursement of any expenses referred to in Section 10.5 for which invoices have been presented and (ii) an arrangement fee in the amount of $350,000 ($100,000 of which the Agent hereby acknowledges has already been paid) (the "Arrangement Fee"); and such Purchaser shall have received from the Transferor (x) certain fees and reimbursement of any expenses referred to in Section 10.5 for which invoices have been presented and (y) a fee (the "Commitment Fee") equal to the Stated Amount for its Certificate multiplied by 0.55%; (d) the Agent shall have received, for the account of such Purchaser, an original (except as indicated below) counterpart of the following (each of which, if not in a form attached to this Agreement, shall be in form and substance satisfactory to the Agent):
(i) the Pooling Agreement, the Purchase Agreement and the Guaranty, each of which shall be in full force and effect, and all actions required to be taken under those documents in connection with the issuance of the Certificates shall have been taken; (ii) photocopies of each Account Agreement;
Conditions to Initial Purchase. The agreement of the Purchasers to purchase the Term Notes on the Closing Date is subject to the satisfaction, or waiver by the Purchasers, immediately prior to or concurrently with the purchase of the Term Notes, of the following conditions precedent:
Conditions to Initial Purchase. The Buyers' obligation to purchase Contracts hereunder and the effectiveness of this Agreement, is subject to the satisfaction of the following conditions:
Conditions to Initial Purchase. The Buyers' obligation to purchase Contracts hereunder, M&I's and U.S. Bank's obligation to sell and Tokyo's and Northern's obligation to buy interests in the Existing Buyers' Contracts pursuant to Section 2.1(b) and the effectiveness of this Agreement, is subject to the satisfaction of the following conditions (except that U.S. Bank's obligations to buy interests in the Existing Buyers' Contracts is not dependent on satisfaction of Section 5.1(f)):
Conditions to Initial Purchase. Your obligation to purchase and pay for any Notes to be sold to you in connection with the initial Purchase of Notes (the "INITIAL PURCHASE") is subject to the fulfillment to your satisfaction, prior to or on the date of the Initial Purchase, of the following conditions:
Conditions to Initial Purchase. 38- Section 6.02. Conditions to All Purchases..................................................... -40- ARTICLE SEVEN
Conditions to Initial Purchase. The obligation of each Purchaser to make the initial Purchase hereunder on the Closing Date is subject to the satisfaction of the conditions specified in Section 6.02 and to the delivery to the Agent of the following: -38- 44 (a) certified copies of the articles of incorporation and by-laws of each of JELD-WEN, the Seller and TRI and certified copies of resolutions adopted by each of their respective Boards of Directors authorizing the execution, delivery and performance of the Facility Documents to which such entity is a party, together with evidence of the authority and specimen signatures of the individuals who signed this Agreement and the other Facility Documents on behalf of such entity;
Conditions to Initial Purchase. This Amended and ------------------------------ Restated Purchase and Servicing Agreement shall become effective on the date (the "Restatement Effective Date") when the following conditions have been -------------------------- satisfied:
(a) All of the conditions set forth in Section 5.1 of the Receivables Purchase Agreement shall have been satisfied, and the Agent shall have received an executed copy of the Receivables Purchase Agreement and each of the documents referred to in such Section 5.1.
(b) There shall have been delivered to the Agent a file stamped copy of the financing statement relating to the Transferred Assets, naming the Transferor as seller/debtor and the Purchasers as purchasers/secured parties that was filed on or prior to the Closing Date with the Ohio Secretary of State and the Recorder of Xxxxxx County, Ohio.
(c) There shall have been delivered to the Agent a copy of the Certificate of Incorporation of the Managing Member, certified as of a recent date by the Secretary of State of Ohio and a copy of the Articles of Organization of AKR, certified as of a recent date by the Managing Member.
(d) There shall have been delivered to the Agent a certificate of the Secretary of State of Ohio as to the good standing of the Transferor and the Managing Member and as to the documents on file in the office of such Secretary of State.
(e) There shall have been delivered to the Agent opinions of Frost & Xxxxxx and Xxxxxx X. Xxxx, counsel to AK Steel and the Transferor, substantially in the respective forms set forth as Exhibit H hereto. ---------
(f) There shall have been delivered to the Agent a pro-forma Monthly Report with respect to the Transferor Receivables (including the Armco Receivables), for the month ended August 31, 1999.
(g) The Agent shall have received all applicable fees to be paid to it as of the Closing Date.
Conditions to Initial Purchase. The purchase of the initial Portfolio hereunder is subject to the condition precedent that Purchaser shall have received, on or before the initial Sale Date, the following, and each in form, substance and date satisfactory to Purchaser:
(a) A copy of the resolutions of the Board of Managers of Seller authorizing the transactions contemplated hereby, certified by the Secretary or Assistant Secretary of Seller;
(b) A favorable opinion of in-house counsel to the Seller, dated the initial Sale Date, substantially in the form of Exhibit F attached hereto;
(c) A favorable opinion of Stroock & Stroock & Lxxxx LLP in its capacity as counsel to the Seller, dated the initial Sale Date, substantially in the form of Exhibit G attached hereto;
(d) Financing statements on Form UCC-1 naming (i) the Seller as debtor and Purchaser and as a secured party, (ii) naming Seller Trustee as debtor and Purchaser Trustee as a secured party, (iii) the Warehouse Seller as debtor and Seller as secured party and (iv) naming Seller Trustee as debtor and Seller as a secured party, in proper form for filing in the office in which the filings are necessary or, in the opinion of Purchaser, desirable under the UCC or any comparable law of all appropriate jurisdictions to perfect the interest of Purchaser in the Purchased Assets transferred hereunder;
(e) A search report provided in writing to Purchaser by the applicable filing offices, listing all effective financing statements that name Seller or Warehouse Seller as debtor and that are filed in the jurisdictions where Seller and Warehouse Seller, respectively have had their principal place of business and chief executive offices during the five year period ending on the date hereof as well as in the jurisdictions in which the Seller and Warehouse Seller are “located” as defined in Section 9-307 of the UCC, together with copies of such financing statements;
(f) An executed copy of the Servicing Agreement, along with the documents required to be delivered pursuant to Sections 21(a), (b) and (c) thereof;
(g) A certificate of the secretary or assistant secretary of Seller certifying to (i) the names and true signatures of the officers authorized on its behalf to sign this Agreement to be delivered by it (on which certificate the Purchaser may conclusively rely until such time as the Purchaser receives notice otherwise from Seller), (ii) a copy of the Certificate of Formation of Seller, (iii) a copy of the Limited Liability Company Agreement of ...
