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

Conditions to the Agent’s and Lenders’ Obligations. The obligations of the Agent and the Lenders to consummate the transactions contemplated by this Agreement, including the obligation to execute and deliver each of the Operative Agreements to which it is a party as of the Restatement Effective Date, are subject to (i) the accuracy and correctness on the 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 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 Restatement Effective Date, and (iv) the satisfaction, or waiver by the Agent, of all of the following conditions on or prior to the Restatement Effective Date: (a) Each of the Operative Agreements to be entered into as of the 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 perfect the Agent’s interests in the Collateral; (b) The satisfaction of each of the conditions set forth in Sections 4.1(b), (c), (e), (f) and (h); and (c) In the reasonable opinion of the Agent, the Majority Financing Parties and their respective counsel, the transactions contemplated by the Operative Agreements do not and will not violate any Legal Requirements and do not and will not subject the Agent or any Financing Party to any 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 obligations obligation of each of the Agent and the Lenders to consummate the transactions contemplated by this AgreementAgreement on the Closing Date, including the obligation to execute and deliver each of the Operative Agreements to which it is a party as of on the Restatement Effective Closing Date, are is subject to (i) the accuracy and correctness on the Restatement Effective Closing Date of the representations and warranties of the other parties hereto contained herein, (ii) the accuracy and correctness in all material respects on the Restatement Effective 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 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 Restatement Effective Closing Date, and (iv) the satisfaction, or waiver by the Agent, of all of the following conditions on or prior to the Restatement Effective Closing Date: (a) Each of the Operative Agreements to be entered into as of on the Restatement Effective 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 perfect enable the AgentLessor’s interests counsel to render its opinion referred to in the CollateralSection 6.2(f) hereof; (b) The satisfaction of each of the conditions set forth in Sections 4.1(b6. 1(b), (c), (e), (f), (g), (h) and (hi) and Sections 6.2(d); , (e) and (f) hereof, and (c) In the reasonable opinion of the Agent, the Majority Financing Parties Agent and their respective 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 any Financing Party the Lenders 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 obligations of the Agent and the Lenders to consummate the transactions contemplated by this Agreement, including the obligation to execute and deliver each of the Operative Agreements to which it is a party as of the Restatement Effective Date, are subject to (i) the accuracy and correctness on the 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 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 Restatement Effective Date, and (iv) the satisfaction, or waiver by the Agent, of all of the following conditions on or prior to the Restatement Effective Date: (a) Each of the Operative Agreements to be entered into as of the 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 perfect enable the AgentLessor’s interests counsel to render its opinion referred to in the CollateralSection 6.2(e) hereof; (b) The satisfaction of each of the conditions set forth in Sections 4.1(b6.1(b), (c), (e), (f) and (h)) and Sections 6.2(d) and (e) hereof; and (c) In the reasonable opinion of the Agent, the Majority Financing Parties and their respective counsel, the transactions contemplated by the Operative Agreements do not and will not violate any Legal Requirements and do not and will not subject the Agent or any Financing Party to any 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 obligations obligation of each of the Agent and the Lenders to consummate the transactions contemplated by this AgreementAgreement on the Closing Date, including the obligation to execute and deliver each of the Operative Agreements to which it is a party as of on the Restatement Effective Closing Date, are is subject to (i) the accuracy and correctness on the Restatement Effective Closing Date of the representations and warranties of the other parties hereto contained herein, (ii) the accuracy and correctness in all material respects on the Restatement Effective 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 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 Restatement Effective Closing Date, and (iv) the satisfaction, or waiver by the Agent, of all of the following conditions on or prior to the Restatement Effective Closing Date: (a) Each of the Operative Agreements to be entered into as of on the Restatement Effective 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 perfect enable the Agent’s interests Lessor's counsel to render its opinion referred to in the CollateralSection 6.2(f) hereof; (b) The satisfaction of each of the conditions set forth in Sections 4.1(b6. 1(b), (c), (e), (f), (g), (h) and (hi) and Sections 6.2(d); , (e) and (f) hereof, and (c) In the reasonable opinion of the Agent, the Majority Financing Parties Agent and their respective 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 any Financing Party the Lenders 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.