Conditions to Lender’s Obligations. The obligation of the Lender to make the Loan is subject to the satisfaction of the following conditions precedent (to the satisfaction of the Lender):
Conditions to Lender’s Obligations. The agreement of Lenders and LC Issuer to enter into this Modification, and for Lenders and LC Issuer to be bound by the terms hereof, are subject to the satisfaction of the following conditions precedent:
Conditions to Lender’s Obligations. The obligations of each Lender under this Section 2 are subject to the fulfillment or waiver, on or before each Closing, as applicable, of each of the following conditions, the waiver of which shall not be effective against any Lender who does not consent to such waiver, which consent may be given by written, oral or telephone communication to the Company, its counsel or to special counsel to the Lenders:
(a) each of the representations and warranties of the Company contained in Section 4 shall be true and complete in all material respects on and as of such Closing with the same effect as though such representations and warranties had been made on and as of the date of such Closing;
(b) the Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before such Closing and shall have obtained all approvals, consents and qualifications necessary to complete the purchase and sale described herein; and
(c) the Company shall have executed and delivered to each Lender purchasing a Note at such Closing a Note and a Warrant in the amounts set forth opposite such Lender’s name on the Schedule of Lenders.
Conditions to Lender’s Obligations. Each of the Lenders' obligation to consummate the Conversion at the Subsequent Closing pursuant to this Agreement is subject to the fulfillment at or prior to the Subsequent Closing of the following conditions:
Conditions to Lender’s Obligations. The obligations of the Lender under this Agreement are subject to the fulfillment or waiver, on or before the Closing, of each of the following conditions, which waiver may be given by written, oral or telephone communication to the Company or its counsel:
(a) each of the representations and warranties of the Company contained in this Agreement shall be true and complete in all material respects on and as of the Closing;
(b) the Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing and shall have obtained all approvals, consents and qualifications necessary to complete the sale described herein; and
(c) the Company shall have executed and delivered to the Lender the Note and the Warrant.
Conditions to Lender’s Obligations. The obligation of the Lender to consummate the transactions contemplated by this Agreement and the other Transaction Documents at the Closing is subject to satisfaction or waiver, on or before the Closing Date, of each of the following conditions:
(a) Borrower shall have executed and delivered to the Lender the Unsecured Note;
(b) the Credit Parties, as applicable, shall have executed and delivered to the Lender each of the other Transaction Documents to which it is a party;
(c) the Credit Parties, as applicable, shall have executed (to the extent applicable) and delivered, or caused to be delivered, to the Lender such other documents relating to the transactions contemplated by this Agreement and the other Transaction Documents as the Lender or its counsel may reasonably request;
(d) the Credit Parties shall have executed and delivered, or caused to be delivered, to the Lender:
(i) a certificate evidencing its incorporation and good standing in its jurisdiction of incorporation issued by the Secretary of State of such jurisdiction, as of a date reasonably proximate to the Closing Date;
(ii) a certificate evidencing its qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which it has filed for qualification to conduct business since November 1, 2016 and failure to so qualify would cause a Material Adverse Effect, as of a date reasonably proximate to the Closing Date; and
(iii) a certificate, executed by the secretary of the Borrower and MES, as applicable, and dated as of the Closing Date, as to (A) the resolutions consistent with Section 5.2 as adopted by Borrower’s and MES’s board of directors (or similar governing body) in a form reasonably acceptable to the Lender, (B) the incumbency and signatures of the officers or other Persons authorized to act on behalf of the Borrower and MES with respect to this Agreement, the Unsecured Note and each other Transaction Document executed by it, (C) the Borrower’s and MES’s articles or certificate of incorporation (or similar document) certified as of a recent date from the Secretary of State of the applicable jurisdiction, each as in effect at the Closing, (D) the Borrower’s and MES’s bylaws (or similar document), each as in effect at the Closing, and (E) no action having been taken by the Borrower, MES or their respective stockholders or directors in contemplation of any amendments to items (A), (B), (C) or (D) listed in this Sec...
Conditions to Lender’s Obligations. The obligations of Administrative Agent, on behalf of Lenders, to enter into this Amendment, and for Lenders to be bound by the terms hereof, are subject to the satisfaction of the following conditions precedent:
Conditions to Lender’s Obligations. The obligation of Lender to purchase the Shares at the Closing is subject to the fulfillment on or prior to the Closing Date of the following conditions, the waiver of which shall not be effective against any Lender who does not consent in writing thereto:
Conditions to Lender’s Obligations. The agreement of the Lender to enter into this Amendment and be bound by the terms (x) hereof, and (y) of the Credit Agreement as amended by this Amendment is subject to the satisfaction of the following conditions precedent:
Conditions to Lender’s Obligations. Lender's obligation to close this Agreement and fund the Loan shall be subject to the following conditions precedent, and each document required to be delivered to Lender shall be in form and substance satisfactory to Lender:
(a) Execution and delivery of the letter agreement attached hereto as Exhibit D by Lakes (the "Letter Agreement");
(b) Execution and delivery of each of the Company's Closing Documents (as defined below);
(c) Each of the Company's representations and warranties being true and correct as of the date of Closing;
(d) No default of the Company existing under this Agreement or any other agreement between Lender and the Company; and
(e) Lender having received confirmation satisfactory to it that no third party has a perfected and first priority security interest or other lien in the Collateral, except the security interests of (i) SouthTrust Bank and (ii) David Reese, an individual xxxxxxxx xx the State of Nevada, existing as of the date hereof.
