Conditions to Obligations of Lender Sample Clauses

Conditions to Obligations of Lender. This Credit Agreement, including the obligation of the Lender to make the Loans requested to be made by it, shall not become effective until the date (the “Closing Date”) on which each of the following conditions is satisfied or provided for in form and substance reasonably acceptable to the Lender, or duly waived in writing by the Lender in accordance with Section 7.5:
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Conditions to Obligations of Lender. The obligations of Lender to purchase the Purchased Securities under this Agreement is subject to the satisfaction or waiver of each of the following conditions:
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Conditions to Obligations of Lender. The obligations of the Lender hereunder are subject to the fulfillment, prior to or at the Initial Closing, of each of the following conditions: (a) All authorizations, consents, orders and approvals of regulatory authorities and third parties, if any, necessary for the performance by the Borrower of its obligations under this Agreement shall have been obtained. (b) The representations and warranties of the Borrower contained in this Agreement shall be true and correct in all material respects at the date hereof and at and as of the Initial Closing, with the same force and effect as if made at and as of the Initial Closing Date (except that representations and warranties that by their terms speak as of the Initial Closing Date shall be true and correct as of such date) and the Borrower shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Initial Closing. (c) No action shall have been commenced in a court of competent jurisdiction or by or before any governmental authority against the Borrower, the Lender or the Affiliated Entities seeking to prohibit the transactions contemplated by this Agreement. (d) There shall not have been any material adverse change in the financial condition of the Borrower or the Affiliated Entities since the date hereof. (e) Conditions to the obligations of Apollo at the Initial Closing under the Joint Venture Agreement shall have been satisfied. (f) The Pledge Agreement shall have been entered into by the parties thereto.
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Conditions to Obligations of Lender. The obligations of the Lender to consummate the transactions contemplated by this Agreement at the Closing are subject to the satisfaction on or prior to the Closing of the conditions set forth below, unless waived in writing by such Lender.
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Conditions to Obligations of Lender. In addition to the terms and conditions otherwise contained herein, the obligation of Lender to make the Loan is conditioned on Lender receiving each of the following: (a) This Note and any related documents in the forms approved by Lender (collectively, the “Loan Document”) duly authorized and executed by Xxxxxxxx and any other parties thereto and delivered by Borrower to Lender; (b) Evidence satisfactory to Lender that the obligations of Borrower to Lender pursuant to the Loan Documents are secured by a perfected first-priority security interest (other than Permitted Liens) in the Collateral; (c) Evidence satisfactory to Lender that Xxxxxxxx’s D&O liability policy is in full force and effect in an amount and with an insurer acceptable to Lender. (d) Evidence satisfactory to Lender that Xxxxxxxx has not abandoned its patent application(s). (e) Xxxxxxxx’s June 2022 company-prepared financial statements, including without limitation a balance sheet, income statement, and statement of retained earnings, and current capitalization table, prepared in each case in form and level of detail reasonably acceptable to Lender. (f) A certificate of officer of Xxxxxxxx in the form approved by Xxxxxx dated as of the date of this Note, as to: (i) the incumbency and signature of the individual signing this Note to which Borrower is a party, (ii) the adoption and continued effect of resolutions of the directors of Borrower attached thereto, authorizing the execution, delivery and performance of this Note to which Borrower is a party, and (iii) the accuracy of a copy of the certificate of incorporation and the bylaws of Borrower, as amended, attached thereto; and (g) Such other documents and assurances as Lender may reasonably require.
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Conditions to Obligations of Lender. The obligations of the Lender hereunder are subject to the fulfillment, prior to or at the Closing, of each of the following conditions: (a) All authorizations, consents, orders and approvals of regulatory authorities and third parties, if any, necessary for the performance by the Borrower and Brooke (Overseas) of their obligations under this Agreement shall have been obtained. (b) The representations and warranties of the Borrower and Brooke (Overseas) contained in this Agreement shall be true and correct in all material respects at the date hereof and at and as of the Closing, with the same force and effect as if made at and as of the Closing Date (except that representations and warranties that by their terms speak as of the Closing Date shall be true and correct as of such date); and Brooke (Overseas) shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing. (c) No action shall have been commenced in a court of competent jurisdiction or by or before any governmental authority against either the Borrower, the Lender or Brooke (Overseas) seeking to prohibit the transactions contemplated by this Agreement. (d) There shall not have been any material adverse change in the financial condition of the Borrower or Brooke (Overseas) since the date hereof. (e) There shall not have occurred an event or events that has or have a material adverse effect on the operations of the New Factory. (f) Expenditures for the New Factory are within a 10% variance from the Budget. (g) Conditions to the obligations of Apollo at the Initial Subsequent Closing under the Joint Venture-I Agreement shall have been satisfied. (h) Brooke (Overseas) shall have contributed 95.8% of the shares of Liggxxx-Xxxxx xx the Borrower. (i) The Pledge Agreement shall have been entered into by the parties thereto.
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Conditions to Obligations of Lender. The Lender's Obligations hereunder shall be subject to the satisfaction or waiver by it of the following conditions: (a) Lender shall have received from each party hereto and thereto a counterpart of each of the Transaction Documents signed on behalf of such party. (b) Lender shall have received a favorable written opinion (addressed to Lender and dated the Closing Date) of White & Case LLP, counsel for the Borrower and the Guarantors, substantially in the form of Exhibit B hereto, and of Kulik, Gottesman & Mouton, LLP, substantially in the form of Exhixxx X to xxx Xxxxk Xxxxxxse Agreement. The Borrower and the Guarantors hereby request such counsel to deliver such opinion. (c) Lender and its counsel shall have received copies of the following documents: (i) the Certificate of Incorporation of each of the Borrower and each of the Guarantors, certified as of a recent date by the Secretary of State of the state of where such Person is incorporated, and a certificate of such authority dated as of a recent date as to the due incorporation and good standing of the Borrower and each Guarantor and listing all documents of the Borrower and each Guarantor on file with said authority; (ii) a certificate of the Secretary or an Assistant Secretary of each of the Borrower and each of the Guarantors dated the Closing Date certifying: (A) that attached thereto is a true and complete copy of the Bylaws of the Borrower and each Guarantor as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors of the Borrower and each Guarantor authorizing the execution, delivery and performance of the Transaction Documents, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the Transaction Documents; (C) that the Certificate of Incorporation of the Borrower and the Guarantors has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i) above; (D) that the Bylaws have not been amended since the date of the last amendment referred to in such certificate pursuant to subclause (ii)(A) above; and (E) that each officer of the Borrower and the Guarantors executing this Agreement and the other Transaction Documents and any agreement, certificate or instrument furnished pursuant hereto, was, at the respective times of such execution and delivery of such documents, duly elected or...
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Conditions to Obligations of Lender. The obligation of Lender to make the Term Loan hereunder on the Closing Date is subject to the satisfaction of the following conditions precedent on or before the Closing Date:
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Conditions to Obligations of Lender 
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Related to Conditions to Obligations of Lender

  • Conditions to Obligations of the Parties The obligation of the Parties to effect the Generation Exchange and the other transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Exchange Closing Date, of the following conditions: (a) The waiting period under the HSR Act applicable to the consummation of the exchange of the Exchange Assets contemplated hereby shall have expired or been terminated; (b) No preliminary or permanent injunction or other order or decree by any Governmental Authority which prevents the consummation of the exchange of the Exchange Assets contemplated herein shall have been issued and remain in effect (each Party agreeing to use its reasonable best efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by any state or federal government or Governmental Authority prohibiting the consummation of the exchange of the Exchange Assets; (c) The DLC Nuclear Closing as defined in the Nuclear Conveyance Agreement shall have occurred; (d) The CAPCO Settlement Agreement shall have been executed by DLC, the FE Subsidiaries and TEC; (e) The Support Agreement shall have been executed by FE and DLC; (f) All consents or approvals, filings with, or notices to any Governmental Authority that are necessary for the consummation of the transactions contemplated by each of the CAPCO Settlement Agreement and the Electrical Facilities Agreement shall have been obtained or made, other than such consents, approvals, filings or notices which are not required in the ordinary course to be obtained or made prior to the consummation of the transactions thereunder or which, if not obtained or made, will not prevent the parties thereto from performing their material obligations thereunder; and (g) There shall be no court order requiring DQE to consummate the transactions contemplated under the Agreement and Plan of Merger between DQE and Allegheny Energy, Inc.

  • 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 to Obligations of Parent The obligation of Parent to effect the Merger is also subject to the satisfaction, or waiver by Parent, at or prior to the Effective Time, of the following conditions:

  • Conditions to Obligations of the Buyer The obligation of the Buyer to -------------------------------------- consummate the transactions contemplated by this Agreement is subject to the satisfaction, or waiver by the Buyer, of the following conditions on or prior to the Closing: (a) the Company shall have obtained all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, as may be required by or with respect to the Company in connection with the transactions contemplated by this Agreement, including, without limitation, those referred to in CLAUSE 2.30 of the Disclosure Schedule; (b) the representations and warranties of the Stockholder set forth in Clause SECOND and Clause THIRD hereof shall be true and correct; (c) no action, suit or proceeding shall be pending or threatened by or before any Governmental Entity wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) affect adversely the right of the Buyer to own, operate or control any of the assets or operations of the Company, and no such judgment, order, decree, stipulation or injunction shall be in effect; (d) the Stockholder shall have delivered to the Buyer the stock certificates representing the Shares, in each case duly endorsed or with duly executed stock powers attached; (e) the Company shall have delivered a certificate, executed by the Secretary of the Company, attaching and certifying as to: (i) the charter documents (estatutos sociales) of the Company and (ii) the resolutions of the Board of Directors of the Company required to authorize this Agreement. (f) to the extent reasonably available in the applicable jurisdiction, the Company shall have delivered certificates of appropriate governmental officials in each jurisdiction in which the Company or the Stockholder is incorporated, resident or required to qualify to do business as a foreign corporation, as to the due qualification (including tax) of the Company or Stockholder, as the case may be, in each such jurisdiction; (g) the Buyer shall have received from Mexican counsel to the Stockholder an opinion as to the matters described in Exhibit 5.1. g) hereto, dated as of the Closing Date; (h) the Company shall have delivered the original corporate minute books of the Company; (i) the signatories to each of the bank accounts of the Company shall have been changed as per the Buyer's instructions; (j) the Buyer or its designee shall have entered into an Employee Agreement with Xx. Xxxxxxx Xxxxxxx Xxxxxxxx; (k) the Stockholder shall have delivered to the Buyer a certificate (in each case without regard to any qualification as to knowledge or materiality set forth in any representation or warranty) to the effect that each of the conditions specified in clauses (a), (b), (c), and (d), of this Clause 5.1 has been satisfied in all respects; and (l) the Stockholder shall have delivered to the Buyer a certificate that establishes the share distribution of the Company, and indicating that no other person other than the Stockholder owns or has any right upon the Shares.

  • Conditions to Obligations of Company The obligation of Company to effect the Merger is also subject to the satisfaction or waiver by Company at or prior to the Effective Time of the following conditions:

  • Conditions to Obligations of the Purchaser The obligations of the Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

  • Conditions to Obligations of the Purchasers The obligations of the Purchasers to consummate the Purchase shall be subject to the fulfillment on or prior to the Closing of each of the following conditions: (a) No statute, rule or regulation or order of any court or administrative agency shall be in effect which prohibits the consummation of the transactions to be consummated at Closing; (b) The waiting period required by the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, applicable to the consummation of the transactions contemplated by this Agreement shall have expired or been terminated by the Federal Trade Commission and the Antitrust Division of the United States Department of Justice. (c) Each of the representations and warranties of the Company contained in this Agreement shall be true and correct as of the Closing (except to the extent such representations and warranties are made as of a particular date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and the Company shall have delivered to the Purchasers a certificate, dated the Closing Date and signed by the Company to the effect set forth in this Section 5.1(c); (d) The holders of Common Stock of the Company present in person or by proxy at a duly called meeting of the Company’s stockholders shall have authorized and approved the issuance and sale of the Securities to the Purchasers by the affirmative vote of a majority of the votes cast at such meeting, provided that the total votes cast on the proposal represent at least 50% of the Common Stock entitled to vote thereon (the “Company Stockholder Approval”). (e) The Company in all material respects shall have performed, satisfied and complied with each of its covenants and agreements set forth in this Agreement to be performed, satisfied and complied with prior to or at Closing; (f) The Purchasers and the Company shall have executed a registration rights agreement substantially in the form attached hereto as Exhibit A; (g) The Purchasers, the PCP Entities and Penske shall have executed a stockholders agreement substantially in the form agreed prior to the date hereof (the “Stockholders Agreement”); (h) The Purchasers, the Company and the other parties thereto shall have executed a termination of the Second Amended and Restated Stockholders Agreement substantially in the form agreed prior to the date hereof; and (i) The Purchasers shall have received an opinion, addressed to them, and dated the Closing Date, from counsel to the Company in form and substance reasonably satisfactory to the Purchasers with respect to completion of corporate action and enforceability.

  • Conditions to Obligations of the Company The obligation of the Company to effect the Merger is also subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following conditions:

  • Additional Conditions to Obligations of the Company The obligations of the Company to consummate the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:

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

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