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Conditions to Release of Collateral Sample Clauses

Conditions to Release of Collateral. (a) Subject to Sections 8.1(d) and 8.2, the Collateral Agent shall release its Security Interest in all of the Collateral on the date which is three Business Days after the date on which (i) the Collateral Agent shall have received written instructions from each Representative instructing the Collateral Agent to release its Security Interest in all of the Collateral, and (ii) accrued and unpaid Collateral Agent's Fees shall have been paid in full. (b) Subject to Sections 8.1(d) and 8.2, the Collateral Agent shall release its Security Interest in specific items or portions of the Collateral on the date which is no later than three Business Days after the date on which the Collateral Agent shall have received written instructions from each Representative instructing the Collateral Agent to release its Security Interest in specific items or portions of the Collateral.
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Conditions to Release of Collateral. (a) Subject to this Section 7.1(a) and Section 7.2, the Collateral Agent shall release its security interest in all of the Collateral on the earliest of: (i) such date as is reasonably practicable after the date on which the Collateral Agent shall have received written notice from the Borrower to the effect that (A) all the Priority Obligations shall have been paid in full in cash and the unfunded commitments, if any, of each Beneficiary thereof shall have been terminated with one or more of the following: (x) the proceeds of unsecured indebtedness (including any Refinancing (as defined in the Senior Note Indentures) of the Priority Obligations) of the Borrower or any of its Subsidiaries permitted under the Senior Note Indentures, (y) the proceeds of secured indebtedness (including any Refinancing (as defined in the Senior Note Indentures) of the Priority Obligations) permitted under the Senior Note Indentures, provided that the Senior Note Obligations shall be secured by the same collateral as shall secure such secured indebtedness on terms and conditions, including priority, no more onerous to the Beneficiaries of the Senior Note Obligations than those contained in the Security Agreement and this Agreement or (z) cash on hand of the Borrower and its Subsidiaries that is not prohibited by the terms of the Senior Note Indentures from being applied to the repayment of the Priority Obligations, and (B) accrued and unpaid Collateral Agent's Fees shall have been paid in full; provided that the Collateral Agent shall not release its security interest in the Collateral if (I) the repayment of the Priority Obligations was not permitted under the Senior Note Indentures, (II) an event of default under the Senior Note Indentures or the 2003 Credit Agreement shall exist at the time of such repayment (including if BMCA is the subject of any bankruptcy proceedings) or (III) the cash for such repayment was obtained through the concurrent sale of assets of BMCA or its Subsidiaries; or (ii) the date on which (A) all the Secured Debt shall have been paid in full in cash and the unfunded commitments, if any, of each Beneficiary shall have been terminated and (B) accrued and unpaid Collateral Agent's Fees shall have been paid in full; or (iii) the date which is 3 days after the date on which (A) the Collateral Agent shall have received written instructions from all Lender Representatives instructing the Collateral Agent to release its security interest in all of the Collater...
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Conditions to Release of Collateral. (a) The Borrower shall be ----------------------------------- entitled to the release of the Agent's security interest in the Receivables in an Acquired Eligible Portfolio and all the Related Collateral upon satisfaction of the following conditions precedent: (i) The Agent shall have received from the Borrower the certificate of a Responsible Officer specifying that all, or any portion of, the Acquired Eligible Portfolio which is the subject of the release will be sold and transferred by the Borrower in connection with a Securitized Offering; (ii) No Default or Event of Default shall have occurred and be continuing on the date of such release or after giving effect to the release requested to be made on such date; and (iii) The Borrower shall prepay the outstanding principal balance of the Borrowing made with respect to such Acquired Eligible Portfolio. (b) The Borrower shall be entitled to a release of the Agent's security interest in (i) Receivables other than those in an Acquired Eligible Portfolio (and the Related Collateral) upon their sale by the Borrower to a Special Purpose Entity, and (ii) all other Collateral upon its sale by the Borrower in the ordinary course of business for fair consideration provided that at the time of such sale no Default or Event of Default shall have occurred and be continuing. The Agent shall provide such evidence of such release as the Borrower may request, but the release of the Collateral described in this clause (b) shall occur automatically and without any further action by the Agent upon the sale described above.
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Conditions to Release of Collateral. Total or partial releases are subject to at least 30 days written notice to Capital America or its assignee, which notice must include the Properties proposed to be released, and may only occur on a regularly scheduled payment date. Any release is subject to Capital America's or its assignee's receipt of a legal opinion of outside counsel acceptable to Capital America or its assignee which states without qualification that Capital America or its assignee will have, upon the release, a first priority perfected security interest in the US Treasury Securities referred to below. Borrower may be relieved of its obligations under the Loan after payment of the Total Release Payment or the Partial Release Payment, as the case may be, in an amount equal to the Loan Amount, in the case of a total release or 125% of the Allocated Loan Amount in the case of a partial release, provided that it assigns to a special purpose corporation acceptable to Capital America or its assignee that portion of the Permanent Loan equal to the Permanent Loan Amount, in the case of a total release, or 125% of the Allocated Loan Amount, in the case of a partial release; and provided further that, in the case a partial release, Borrower shall remain liable for the remaining balance of the Permanent Loan.
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Conditions to Release of Collateral. (a) Subject to this Section 7.1(a) and Section 7.2, the Trustee shall release its security -------------- ----------- interest in all of the Collateral on the earlier of: (i) the date on which (A) all the Secured Debt shall have been paid and the unfunded commitments of all Beneficiaries shall have been terminated and (B) accrued and unpaid Trustee's Fees shall have been paid in full; or (ii) the date which is 3 days after the date on which (A) the Trustee shall have received written instructions from the Mandatory Holders instructing the Trustee to release its security interest in all of the Collateral, and (B) accrued and unpaid Trustee's Fees shall have been paid in full. (b) Subject to this Section 7.1(b) and Section 7.2, the Trustee shall -------------- ----------- release its security interest in specific items or portions of the Collateral on the date which is 3 days after the date on which (i) the Trustee shall have received written instructions from the Mandatory Holders instructing the Trustee to release its security interest in specific items or portions of the Collateral, and (ii) accrued and unpaid Trustee's Fees shall have been paid in full.
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Related to Conditions to Release of Collateral

  • Conditions to Loan Section 3.1 Conditions to Funding of the Loan on the Closing Date......................................... 33

  • 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 Effective Time of the following conditions:

  • Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions:

  • Conditions to Obligation of Seller The obligation of Seller to consummate the Transactions shall be subject to the fulfillment or written waiver by both of Seller and Xxxxxx, at or prior to the Closing, of each of the following conditions: (a) Each of the representations and warranties of Purchaser contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Purchaser on or before the Closing shall have been complied with or performed in all material respects. Seller and Xxxxxx shall have received a certificate signed on behalf of Purchaser by an officer of Purchaser to the effect that the conditions set forth in this Section 8.02(a) have been satisfied. (b) To the extent required by the applicable Governmental Authority, (i) the FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.02(b) shall have been received. (c) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation of the Transactions. (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article VIII. (e) Seller shall have received an executed copy of each of the documents required to be delivered to it pursuant to Section 2.10(a). (f) The transactions contemplated by the Triage Purchase Agreement shall be simultaneously consummated.

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

  • CONDITIONS TO MERGER Section 7.01 Conditions to Each Party's Obligation To Effect the Merger. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction prior to the Closing Date of the following conditions:

  • Conditions to Xxxxx’x Obligations The obligations of Xxxxx hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Company herein, to the due performance by the Company of its obligations hereunder, to the completion by Xxxxx of a due diligence review satisfactory to Xxxxx in its reasonable judgment, and to the continuing satisfaction (or waiver by Xxxxx in its sole discretion) of the following additional conditions:

  • Conditions to Obligation of the Buyer The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the Seller shall have delivered to the Buyer certificates executed by the responsible officer or the secretary of the Seller, as applicable, certifying (A) that each of the conditions specified in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) if it executes a writing so stating at or prior to the Closing.

  • CONDITIONS TO LOANS The obligations of Lenders to make Loans are subject to satisfaction of all of the applicable conditions set forth below.

  • Additional Conditions to Issuance of Stock If at any time the Company will determine, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his or her estate), such issuance will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. The Company will make all reasonable efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of any such governmental authority. Assuming such compliance, for income tax purposes the Exercised Shares will be considered transferred to Participant on the date the Option is exercised with respect to such Exercised Shares.

Most Referenced Clauses

Most Referenced Definitions