Initial Transaction. As conditions precedent to the initial Transaction, Buyer shall have received on or before the day of such initial Transaction the following, in form and substance satisfactory to Buyer and duly executed by Seller, Guarantor and each other party thereto:
Initial Transaction. The obligation of Buyer to enter into Transactions with the Seller hereunder is subject to the satisfaction, immediately prior to or concurrently with the entering into such Transaction, of the condition precedent that Buyer shall have received all of the following items, each of which shall be satisfactory to Buyer and its counsel in form and substance:
Initial Transaction. As conditions precedent to Buyer considering whether to enter into the initial Transaction hereunder:
(a) Seller shall have delivered to Buyer, in form and substance satisfactory to Buyer:
(i) each of the Principal Agreements duly executed by each party thereto and in full force and effect, free of any modification, breach or waiver;
(ii) an opinion of Seller’s, Parent Guarantor’s and Guarantor’s counsel as to such matters as Buyer may reasonably request, including, without limitation, with respect to Buyer’s first priority lien on and perfected security interest in the Purchased Assets and Purchased Items; a non-contravention, enforceability and corporate opinion with respect to Seller, Parent Guarantor and Guarantor (including, without limitation, with respect to the Electronic Tracking Agreement, and if applicable, any Joint Securities Account Control Agreement, any Joint Account Control Agreement, any Escrow Agreement and any Intercreditor Agreement); an opinion with respect to the inapplicability of the Investment Company Act of 1940 and the “Xxxxxxx Rule” (Section 619 of the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act), with respect to Seller; and a Bankruptcy Code opinion with respect to the matters outlined in Section 14.18(a), each in form and substance acceptable to Buyer;
(iii) a Power of Attorney duly executed by Xxxxxx and Guarantor and notarized;
(iv) a certified copy of (a) Seller’s certificate of formation and Seller Limited Liability Company Agreement, (b) Guarantor’s certificate of formation and operating agreement and (c) Parent Guarantor’s certificate of incorporation and operating agreement, and, if required by Buyer, a certificate of good standing issued by the appropriate official in Seller’s, Parent Guarantor’s and Guarantor’s applicable jurisdiction of organization, in each case, dated no less recently than fourteen (14) days prior to the Effective Date;
(v) one or more certificates of Seller’s, Parent Guarantor’s and Guarantor’s corporate secretary as to the incumbency and authenticity of the signatures of the officers of Seller, Parent Guarantor and Guarantor executing the Principal Agreements and the resolutions of the board of directors of Seller, Parent Guarantor and Guarantor (or their respective equivalent governing body or Person);
(vi) independently audited financial statements of Parent Guarantor (and its Subsidiaries, on a consolidated basis) for each of the two (2) fiscal years most recently ended (if avai...
Initial Transaction. As conditions precedent to the initial Transaction, Administrative Agent shall have received on or before the day of such initial Transaction the following, in form and substance satisfactory to Administrative Agent:
Initial Transaction. As conditions precedent to Buyer’s obligation to enter into the initial Transaction hereunder:
(a) Seller shall have delivered to Buyer, in form and substance satisfactory to Buyer:
(i) this Agreement signed by Seller;
(ii) the Transactions Terms Letter signed by Seller;
(iii) an Electronic Tracking Agreement signed by Seller;
(iv) if required in the Transactions Terms Letter, a Guarantee(s) signed by each Guarantor(s);
(v) a Power of Attorney signed by Seller;
(vi) a certified copy of Seller’s articles or certificate of incorporation and bylaws (or corresponding organizational documents if Seller is not a corporation) and, if required by Buyer, a certificate of good standing issued by the appropriate official in Seller’s jurisdiction of organization, dated no less recently than one (1) month prior to the date hereof;
(vii) a certificate of Seller’s corporate secretary, substantially in the form of Exhibit C hereto, dated as of the Effective Date, as to the incumbency and authenticity of the signatures of the officers of Seller executing the Principal Agreements and the resolutions of the board of directors of Seller (or its equivalent governing body or Person), substantially in the form of Exhibit D hereto;
(viii) independently audited financial statements of Seller (and its Subsidiaries, on a consolidated basis) for each of the two (2) fiscal years most recently ended (if available), containing a balance sheet and related statements of income, stockholders’ equity and cash flows, all prepared in accordance with GAAP, applied on a basis consistent with prior periods, and otherwise acceptable to Buyer, together with an auditor’s opinion that is unqualified or otherwise is consented to in writing by Buyer;
(ix) if more than one (1) year has passed since the close of the most recently ended fiscal year, interim financial statements of Seller covering the period from the first day of the current fiscal year to the last day of the most recently ended month;
(x) financial statements of each of the Guarantors, if any, signed by them, dated no less recently than three (3) months prior to the date of the initial Transaction;
(xi) Reserved. (there is no section 9.11)
(xii) if required by Buyer, a subordination agreement, in form and substance satisfactory to Buyer, executed by any Person which is, as of the Effective Date, a creditor of Seller, including each Guarantor (if required by the Transaction Terms Letter) and each Affiliate of Seller that is a creditor of ...
Initial Transaction. The obligation of Administrative Agent and Buyers to enter into Transactions with Seller hereunder is subject to the satisfaction, immediately prior to or concurrently with the entering into such Transaction, of the condition precedent that Administrative Agent and Buyers shall have received all of the following items, each of which shall be satisfactory to Administrative Agent and its counsel in form and substance:
Initial Transaction. As conditions precedent to the effectiveness of this Agreement on the Amendment Effective Date, Buyer shall have received on or before the Amendment Effective Date the following, in form and substance satisfactory to Buyer and duly executed by Seller, Guarantor and each other party thereto:
Initial Transaction. The obligation of Buyer to purchase the Note is subject to the satisfaction on or prior to the Closing Date of the following conditions (any or all of which may be waived by Buyer):
Initial Transaction. Pursuant to a separate instrument of even date herewith, Lessor has assigned to Lessee, and Lessee has assumed, certain agreements, which may include leases, service contracts, occupancy agreements and operating agreements, to which the leased Property remains subject after the date hereof ***[, and Lessor has also sold to Lessee certain Furniture and Equipment]***./**/
Initial Transaction. As of the Closing, all of the Initial Transactions will have been consummated.
