Conditions to RFC III’s Obligations Regarding Initial Receivables Sample Clauses

Conditions to RFC III’s Obligations Regarding Initial Receivables. The obligations of RFC III to purchase the Receivables in the Initial Accounts on the Closing Date shall be subject to the satisfaction of the following conditions: (a) all representations and warranties of Centurion contained in this Agreement shall be true and correct on the Closing Date with the same effect as though such representations and warranties had been made on such date (except that, to the extent any such representation or warranty expressly relates to an earlier date, such representation or warranty was true and correct on such earlier date); (b) all information concerning the Initial Accounts provided to RFC III shall be true and correct as of the Initial Cut-Off Date in all material respects; (c) Centurion shall have (i) delivered to RFC III a true and correct Account Schedule with respect to the Initial Accounts, and (ii) performed all other obligations required to be performed by Centurion on or before the Closing Date by the provisions of this Agreement; (d) Centurion shall have recorded and filed, at its expense, any financing statement with respect to the Purchased Assets meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect the sale of the Purchased Assets from Centurion to RFC III, and shall deliver a file-stamped copy of such financing statements or other evidence of such filings to RFC III; and (e) all corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to RFC III, and RFC III shall have received from Centurion copies of all documents (including records of corporate proceedings) relevant to the transactions herein contemplated as RFC III may reasonably have requested.
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Related to Conditions to RFC III’s Obligations Regarding Initial Receivables

  • Additional Conditions to Obligations of Seller The obligation of Seller to effect the Merger is subject to the satisfaction of each of the following conditions, any of which may be waived, in writing, exclusively by Seller:

  • 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 Seller’s Obligations The obligations of Seller to consummate the transactions provided for hereby are subject, in the discretion of Seller, to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Seller:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER The obligation of Seller to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, on or before the Closing Date hereunder, of each of the following conditions, all or any of which may be waived, in whole or in part, by Seller.

  • Additional Conditions to Obligations of Buyer The obligation of Buyer to effect the Closing is subject to the satisfaction of each of the following conditions on or prior to the Closing Date, any of which may be waived in whole or in part in writing exclusively by Buyer:

  • Conditions to Obligations of Seller The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to fulfillment at or prior to the Closing of the following conditions (any one or more of which may be waived in whole or in part by Seller):

  • 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 Precedent to Obligations of Sellers The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by Sellers’ Representative in writing) of the following conditions as of the Closing Date:

  • Conditions to Seller’s Obligation Sellers’ obligation to consummate the transactions to be performed by them hereunder is subject to satisfaction of the following conditions on the Closing Date: (i) (A) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) above shall be true and correct in all material respects at and as of the date of this Agreement and the Closing Date with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated hereby; (ii) Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) Sellers’ Representative shall have received an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(i) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law or Order in effect preventing consummation of any of the transactions contemplated by this Agreement; (vi) Buyer shall have satisfied the payment obligations specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (vii) Buyer shall have delivered all items set forth in Section 2(d) for which Buyer is obligated to deliver. Sellers’ Representative may waive any condition specified in this Section 7(b) on behalf of Sellers if Sellers’ Representative executes a writing so stating at or prior to the Closing.

  • Conditions to Initial Loan At or prior to the making of the initial Loan hereunder to each Borrower, the following conditions precedent shall also have been satisfied: (a) the Lender shall have received the following (each to be properly executed and completed) and the same shall have been approved as to form and substance by the Lender: (i) this Agreement signed by such Borrower; (ii) a Note signed by such Borrower; (iii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement, such Borrower’s Note and the other Loan Documents by such Borrower; and (iv) an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representatives; (v) a copy of such Borrower’s Prospectus; (b) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents by a Borrower and to the transactions contemplated hereby shall be satisfactory to the Lender and its counsel; and the Lender shall have received the favorable written opinion of counsel for such Borrower in the form attached hereto as Exhibit B in the case of a Domestic Borrower and in the form attached hereto as Exhibit C in the case of a Cayman Borrower; (c) the Lender shall have received a good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as of the date no earlier than 30 days prior to the date of this Agreement) from the offices of the secretary of state of the states of their respective organization or of the applicable office in the case of the Cayman Borrowers; and (d) the Lender shall be satisfied that the Loans and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender shall have received a copy of FR Form U-1 duly executed and delivered by each Borrower.

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