Common use of Conditions to the Agent’s and Lenders’ Obligations Clause in Contracts

Conditions to the Agent’s and Lenders’ Obligations. The obligation of each of the Agent and the Lenders to consummate the transactions contemplated by this Agreement on the Closing Date, including the obligation to execute and deliver each of the Operative Agreements to which it is a party on the Closing Date, is subject to (i) the accuracy and correctness on the Closing Date of the representations and warranties of the other parties hereto contained herein, (ii) the accuracy and correctness on the Closing Date of the representations and warranties of the other parties hereto contained in any other Operative Agreement or certificate delivered pursuant hereto or thereto, (iii) the performance by the other parties hereto of their respective agreements contained herein and in the other Operative Agreements, in each case to be performed by them on or prior to the Closing Date, and (iv) the satisfaction, or waiver by the Agent, of all of the following conditions on or prior to the Closing Date: (a) Each of the Operative Agreements to be entered into on the Closing Date shall have been duly authorized, executed and delivered by the parties thereto, other than the Agent, and shall be in full force and effect, and no Default or Event of Default shall exist thereunder (both before and after giving effect to the transactions contemplated by the Operative Agreements), and the Agent shall have received a fully executed copy of each of the Operative Agreements (including the Notes). The Operative Agreements (or memoranda thereof), any supplements thereto and any financing statements and fixture filings in connection therewith required under the Uniform Commercial Code shall have been filed or shall be promptly filed, if necessary, in such manner as to enable the Lessor's counsel to render its opinion referred to in Section 6.2(f) hereof; (b) The satisfaction of each of the conditions set forth in Sections 6. 1(b), (c), (e), (f), (g), (h) and (i) and Sections 6.2(d), (e) and (f) hereof, and (c) In the reasonable opinion of the Agent and its counsel, the transactions contemplated by the Operative Agreements do not and will not violate any material Legal Requirements and do not and will not subject the Agent or the Lenders to any materially adverse regulatory prohibitions or constraints.

Conditions to the Agent’s and Lenders’ Obligations. The obligation of each obligations of the Agent and the Lenders to consummate the transactions contemplated by this Agreement on the Closing DateAgreement, including the obligation to execute and deliver each of the Operative Agreements to which it is a party on as of the Closing Restatement Effective Date, is are subject to (i) the accuracy and correctness on the Closing Restatement Effective Date of the representations and warranties of the other parties hereto contained herein, (ii) the accuracy and correctness in all material respects on the Closing Restatement Effective Date of the representations and warranties of the other parties hereto contained in any other Operative Agreement or certificate delivered pursuant hereto or thereto, (iii) the performance by the other parties hereto in all material respects of their respective agreements contained herein and in the other Operative Agreements, in each case to be performed by them on or prior to the Closing Restatement Effective Date, and (iv) the satisfaction, or waiver by the Agent, of all of the following conditions on or prior to the Closing Restatement Effective Date: (a) Each of the Operative Agreements to be entered into on as of the Closing Restatement Effective Date shall have been duly authorized, executed and delivered by the parties thereto, other than the Agent, and shall be in full force and effect, and no Default or Event of Default shall exist thereunder (both before and after giving effect to the transactions contemplated by the Operative Agreements), and the Agent shall have received a fully executed copy of each of the Operative Agreements (including the Notes). The Operative Agreements (or memoranda thereof), any supplements thereto and any financing statements and fixture filings in connection therewith required under the Uniform Commercial Code shall have been filed or shall be promptly filed, if necessary, in such manner as to enable perfect the Lessor's counsel to render its opinion referred to Agent’s interests in Section 6.2(f) hereofthe Collateral; (b) The satisfaction of each of the conditions set forth in Sections 6. 1(b4.1(b), (c), (e), (f), (g), (h) and (i) and Sections 6.2(dh), (e) and (f) hereof, ; and (c) In the reasonable opinion of the Agent Agent, the Majority Financing Parties and its their respective counsel, the transactions contemplated by the Operative Agreements do not and will not violate any material Legal Requirements and do not and will not subject the Agent or the Lenders any Financing Party to any materially adverse regulatory prohibitions or constraints. The Lenders hereby acknowledge that no new or updated owner’s or lender’s title policies, title searches, UCC searches, surveys or environmental reports will be delivered in connection with the Restatement Effective Date.

Conditions to the Agent’s and Lenders’ Obligations. The obligation of each of the Agent and the Lenders to consummate the transactions contemplated by this Agreement on the Closing Date, including the obligation to execute and deliver each of the Operative Agreements to which it is a party on the Closing Date, is subject to (i) the accuracy and correctness on the Closing Date of the representations and warranties of the other parties hereto contained herein, (ii) the accuracy and correctness on the Closing Date of the representations and warranties of the other parties hereto contained in any other Operative Agreement or certificate delivered pursuant hereto or thereto, (iii) the performance by the other parties hereto of their respective agreements contained herein and in the other Operative Agreements, in each case to be performed by them on or prior to the Closing Date, and (iv) the satisfaction, or waiver by the Agent, of all of the following conditions on or prior to the Closing Date: (a) Each of the Operative Agreements to be entered into on the Closing Date shall have been duly authorized, executed and delivered by the parties thereto, other than the Agent, and shall be in full force and effect, and no Default or Event of Default shall exist thereunder (both before and after giving effect to the transactions contemplated by the Operative Agreements), and the Agent shall have received a fully executed copy of each of the Operative Agreements (including the Notes). The Operative Agreements (or memoranda thereof), any supplements thereto and any financing statements and fixture filings in connection therewith required under the Uniform Commercial Code shall have been filed or shall be promptly filed, if necessary, in such manner as to enable the Lessor's ’s counsel to render its opinion referred to in Section 6.2(f) hereof; (b) The satisfaction of each of the conditions set forth in Sections 6. 1(b), (c), (e), (f), (g), (h) and (i) and Sections 6.2(d), (e) and (f) hereof, and (c) In the reasonable opinion of the Agent and its counsel, the transactions contemplated by the Operative Agreements do not and will not violate any material Legal Requirements and do not and will not subject the Agent or the Lenders to any materially adverse regulatory prohibitions or constraints.

Conditions to the Agent’s and Lenders’ Obligations. The obligation of each obligations of the Agent and the Lenders to consummate the transactions contemplated by this Agreement on the Closing DateAgreement, including the obligation to execute and deliver each of the Operative Agreements to which it is a party on as of the Closing Restatement Effective Date, is are subject to (i) the accuracy and correctness on the Closing Restatement Effective Date of the representations and warranties of the other parties hereto contained herein, (ii) the accuracy and correctness in all material respects on the Closing Restatement Effective Date of the representations and warranties of the other parties hereto contained in any other Operative Agreement or certificate delivered pursuant hereto or thereto, (iii) the performance by the other parties hereto in all material respects of their respective agreements contained herein and in the other Operative Agreements, in each case to be performed by them on or prior to the Closing Restatement Effective Date, and (iv) the satisfaction, or waiver by the Agent, of all of the following conditions on or prior to the Closing Restatement Effective Date: (a) Each of the Operative Agreements to be entered into on as of the Closing Restatement Effective Date shall have been duly authorized, executed and delivered by the parties thereto, other than the Agent, and shall be in full force and effect, and no Default or Event of Default shall exist thereunder (both before and after giving effect to the transactions contemplated by the Operative Agreements), and the Agent shall have received a fully executed copy of each of the Operative Agreements (including the Notes). The Operative Agreements (or memoranda thereof), any supplements thereto and any financing statements and fixture filings in connection therewith required under the Uniform Commercial Code shall have been filed or shall be promptly filed, if necessary, in such manner as to enable the Lessor's ’s counsel to render its opinion referred to in Section 6.2(f6.2(e) hereof; (b) The satisfaction of each of the conditions set forth in Sections 6. 1(b6.1(b), (c), (e), (f), (g), ) and (h) and (iSections 6.2(d) and Sections 6.2(d), (e) and (f) hereof, ; and (c) In the reasonable opinion of the Agent Agent, the Majority Financing Parties and its their respective counsel, the transactions contemplated by the Operative Agreements do not and will not violate any material Legal Requirements and do not and will not subject the Agent or the Lenders any Financing Party to any materially adverse regulatory prohibitions or constraints.