Initial Release Conditions Sample Clauses

Initial Release Conditions. The initial release of the Collateral pursuant to Section 3(c) shall be conditioned upon satisfaction of the following conditions precedent (the “Release Conditions”), unless otherwise agreed by each Holder: (a) the Transaction shall have been consummated or shall be consummated contemporaneously with the release of funds from the Cash Collateral Account on term and conditions acceptable to the Holders in their sole discretion; (b) no Default or Event of Default shall then have occurred and be continuing; (c) the representations and warranties of each Credit Party contained in the Investment Documents (including Article 5 of the Purchase Agreement) or in any certificate delivered in connection therewith shall be true and correct at and as of the initial Release Date as if made at and as of such date in all material respects,(except to the extent such representation, warranty or certification by its terms is already subject to a materiality limit or qualifier in whatever form, in which case the last four words preceding this parenthetical shall not apply) and the Holders shall have received a certificate to the foregoing effect, dated the initial Release Date, and executed by the chief executive officer of the Company; (d) each Credit Party shall have performed and complied with all of its agreements and conditions set forth or contemplated in the Investment Documents, and the Holders shall have received a certificate to the foregoing effect, dated the initial Release Date, and executed by the chief executive officer of the Company; (e) the Holders shall have received a certificate from each Subsidiary Guarantor, dated the date upon which such Subsidiary Guarantor delivers its Guaranty pursuant to clause (p) below and signed by the Secretary or an Assistant Secretary of such Subsidiary Guarantor, certifying (a) that the attached copies of the Certificate of Incorporation and By-laws (or similar organizational documents) and resolutions of the Board of Directors of such Subsidiary Guarantor approving the Investment Documents to which such Subsidiary Guarantor is a party and the transactions contemplated thereby are all true, complete and correct and remain unamended and in full force and effect, and (b) the incumbency and specimen signature of each officer of such Subsidiary Guarantor executing any Investment Document to which such Subsidiary Guarantoris a party or any other document delivered in connection therewith on behalf of such Subsidiary Guarantor; (...