Conditions to Initial Transfer. The initial sale or conveyance hereunder shall be subject to satisfaction of each of the following conditions precedent (any one or more of which may be waived in writing by Buyer) as of the Closing Date:
Conditions to Initial Transfer. The initial Transfer hereunder shall be subject to satisfaction of each of the following conditions precedent (any one or more of which may be waived in writing by each of Buyer and the Administrative Agent):
Conditions to Initial Transfer. The initial NBCU Sale hereunder shall be subject to satisfaction of each of the following conditions precedent (any one or more of which may be waived by Xxxxx) as of the Closing Date:
Conditions to Initial Transfer. The initial Transfer hereunder shall be subject to satisfaction of each of the following conditions precedent:
Conditions to Initial Transfer. The initial NBCU Funding Transfer hereunder shall be subject to satisfaction of each of the following conditions precedent (any one or more of which may be waived by WCS NBCU Funding) as of the Closing Date:
Conditions to Initial Transfer. The initial Transfer hereunder shall be subject to satisfaction of each of the following conditions precedent (any one or more of which may be waived in writing by each of SFC and the Administrative Agent):
Conditions to Initial Transfer. On or prior to the date of the execution of the Original Repurchase Agreement, each of the Company and the Guarantor, as applicable (each a “Corporation”), shall deliver to the Administrative Agent the following documents and instruments, all of which shall be in a form and substance acceptable to the Administrative Agent (with such additional copies thereof as the Administrative Agent may request):
(a) A copy of the resolutions of the Board of Directors of the Corporation certified as of December 11, 1998 by the Corporation’s secretary or assistant secretary authorizing the execution, delivery and performance of this Agreement and the other documents to be delivered by the Corporation hereunder and approving the transactions contemplated hereby and thereby;
(b) The Articles of Incorporation or organizational documents of the Corporation certified as of a date reasonably near December 11, 1998 by the Secretary of State or other similar official of the Corporation’s jurisdiction of incorporation;
(c) A good standing certificate for the Corporation issued by the Secretary of State or other similar official of the Corporation’s jurisdiction of incorporation, certificates of qualification as a foreign corporation or foreign limited liability company issued by the Secretaries of State or other similar officials of the jurisdiction where such qualification is material to the transactions contemplated by this Agreement and certificates of the appropriate state official in each jurisdiction specified by the Administrative Agent as to the absence of any tax Liens against the Corporation under the laws of such jurisdiction, each such certificate to be dated a date reasonably near December 11, 1998;
(d) A certificate of the secretary or assistant secretary of the Corporation dated December 11, 1998 and certifying (i) the names and signatures of the officers authorized on the Corporation’s behalf to execute, and the officers and other employees authorized to perform, this Agreement and any other documents to be delivered by the Corporation hereunder (on which certificate the Administrative Agent and each Owner may conclusively rely until such time as the Administrative Agent shall receive from the Corporation a revised certificate meeting the requirements of this clause (d)(i)) and (ii) a copy of such Corporation’s By-laws;
(e) Acknowledgement copies of proper financing statements (Form UCC-3), if any, necessary under the laws of all appropriate jurisdictions to relea...
Conditions to Initial Transfer. The initial Transfer ------------------------------ hereunder shall be subject to satisfaction of each of the following conditions precedent (any one or more of which may be waived in writing by each of GFC and the Operating Agent):
Conditions to Initial Transfer. The transfer of each Initial Transfer Asset is in all respects conditional upon the Transfer Conditions relating to such Initial Transfer Asset either (i) being satisfied or (ii) waived or deferred as follows:
(a) by the Purchaser in respect of the Transfer Conditions in paragraphs 2, 4, 5, 6, 7, 9 and 13 of Part A of Schedule 3; or
(b) by both the Purchaser and the Vendor in the case of the Transfer Conditions in paragraphs 1, 3, 8, 10, 11 and 14 in Part A of Schedule 3 and paragraph 1 of Part B of Schedule 3; or
(c) in the case of any part of the Transfer Condition in paragraph 12 of Part A of Schedule 3, to the extent the conditions precedent in the documents referred to in such Transfer Condition are waived or deferred by the party to that document with the right to do so and whose obligations pursuant to such document are conditioned on satisfaction of such condition precedent.
Conditions to Initial Transfer. The initial Transfer hereunder shall be subject to satisfaction of each of the following conditions precedent (any one or more of which may be waived in writing by each of MRFC and the Administrative Agent):
