Consummation of Transaction; Copies of Transaction Documents Sample Clauses

Consummation of Transaction; Copies of Transaction Documents. (a) Each of the Arrangers shall have received evidence satisfactory to them that all actions necessary to consummate the Transaction shall have been taken in accordance with all applicable law and in accordance with the terms of each applicable Transaction Document, without amendment or waiver of any material provision thereof from the forms of the Transaction Documents provided to and reviewed by the Arrangers (except as consented to by the Arrangers, which consent shall not be unreasonably withheld or delayed) and that each of the Castex Acquisition, the Equity Contribution (which shall result in one or more equity contributions to the Borrower aggregating not less than $361,000,000 in the aggregate since January 1, 2006 by not later than the date hereof, and the effectiveness of the First Amendment to First Lien Credit Agreement purusant to which the Borrowing Base (as defined in the First Lien Credit Agreement) shall be increased to $260,000,000 (subject to adjustment as provided in Section 2.9.4(i)) and the aggregate Loan Commitment Amount (as defined in the First Lien Credit Agreement) shall be maintained at $300,000,000, has occurred or will occur concurrently with the closing and effectiveness of this Agreement, In addition to, and not in limitation of, the foregoing, each of the Arrangers shall be reasonably satisfied with (i) the final structure of the Transaction, including the Castex Acquisition, the First Lien Loan Documents, including the First Lien Credit Agreement as amended by the First Amendment to First Lien Credit Agreement, and the Equity Contribution, (ii) the sources and uses of the proceeds used to effect the Transaction and (iii) the terms and conditions of the documents relating to the consummation of the Transaction. There shall not have occurred any event, change or condition since December 31, 2005, and there not existing any pending or threatened litigation, investigation or proceeding, that, individually or in the aggregate, has had, or could reasonably be expected to have, any material adverse effect on the business, operations or financial condition of the Parent or the Borrower and their respective Subsidiaries on a combined basis, after giving pro forma effect to the Transaction (a “Closing Date Material Adverse Effect”).
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Consummation of Transaction; Copies of Transaction Documents. (a) The Administrative Agent shall have received evidence satisfactory to it that all actions necessary to consummate the Transactions shall have been taken in accordance with all Applicable Law and in accordance with the terms of each applicable Transaction Document, without amendment or waiver of any material provision thereof from the forms of the Transaction Documents provided to and reviewed by the Arranger (except as consented to by the Administrative Agent which consent shall not be unreasonably withheld or delayed). In addition to, and not in limitation of, the foregoing, (i) the Arranger shall be reasonably satisfied with the sources and uses of the proceeds used to effect the Transactions, and the organizational and legal structure and the terms and conditions of the capitalization of the Parent and each of its Subsidiaries after giving effect to the Transactions, and (ii) the Arranger shall be reasonably satisfied that the HY Issuance was for an aggregate principal amount at least equal to $225,000,000.
Sample 1

Related to Consummation of Transaction; Copies of Transaction Documents

  • Execution of Transaction Documents The Transaction Documents shall have been executed and delivered by the parties thereto.

  • Authorization of Transaction Documents The execution, delivery and performance of this Lease and the other Transaction Documents have been duly authorized by all necessary corporate action on the part of Lessee or its Subsidiaries, as the case may be.

  • Consummation of Transactions Each party shall use all commercially ---------------------------- reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable and consistent with applicable law to carry out all of their respective obligations under this Agreement and to consummate the Transactions, which efforts shall include, without limitation, the following:

  • Conformity of Transaction Documents The Transaction Documents will conform to their descriptions in the Prospectus in all material respects.

  • As Of Transactions For purposes of this Article M, the term “

  • Delivery of Transaction Documents The Transaction Documents shall have been duly executed and delivered by the Purchasers to the Company.

  • Execution of Transactions (a) In executing transactions for the Assets, selecting brokers or dealers and negotiating any brokerage commission rates, the Sub-Adviser will use its best efforts to seek the best overall terms available. In assessing the best overall terms available for any portfolio transaction, the Sub-Adviser will consider all factors it deems relevant including, but not limited to, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer and the reasonableness of any commission for the specific transaction and for transactions executed through the broker or dealer in the aggregate. In selecting brokers or dealers to execute a particular transaction and in evaluating the best overall terms available, to the extent that the execution and price offered by more than one broker or dealer are comparable the Sub-Adviser may consider any brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Sub-Adviser or to CSAM for use on behalf of the Fund or other clients of the Sub-Adviser or CSAM.

  • Consummation of Transaction Each of the parties hereto hereby agrees to use its best efforts to cause all conditions precedent to his or its obligations (and to the obligations of the other parties hereto to consummate the transactions contemplated hereby) to be satisfied, including, but not limited to, using all reasonable efforts to obtain all required (if so required by this Agreement) consents, waivers, amendments, modifications, approvals, authorizations, novations and licenses; provided, however, that nothing herein contained shall be deemed to modify any of the absolute obligations imposed upon any of the parties hereto under this Agreement or any agreement executed and delivered pursuant hereto.

  • Authorization of Transactions The Company is a corporation duly authorized and in good standing in the State of Florida and has the requisite power and capacity to execute and deliver the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance by the Company of the applicable Transaction Documents and the consummation of the Transactions have been duly and validly authorized by all requisite action on the part of the Company. The Transaction Documents to which the Company is a party have been duly and validly executed and delivered by The Company. Each Transaction Document to which the Company is a party constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms and conditions, except to the extent enforcement thereof may be limited by applicable bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights or by the principles governing the availability of equitable remedies.

  • Authorization of Transaction The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions.

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