Common use of Lessee's Closing Conditions Clause in Contracts

Lessee's Closing Conditions. The obligation of Lessee to make all of the --------------------------- Term-Out Payments and terminate the Lease on the Closing Date is subject to the satisfaction (or waiver by Lessee) of each of the following conditions precedent: (i) All approvals and consents of any trustees or holders of any indebtedness or obligations of Lessor that are required in connection with any transaction contemplated by the Transaction Documents shall have been duly obtained. (ii) Each of the Transaction Documents to which Lessor is a party shall have been duly authorized, executed and delivered by Lessor and shall be in full force and effect with respect to the Lessor and executed counterparts shall have been delivered by Lessee. (iii) On the Closing Date (i) the representations and warranties of Lessor contained in Section 7(a) shall be true and accurate in all material respects as though made on and as of such date, and (ii) nothing shall have occurred that will prevent Lessor from performing its obligations under the Transaction Documents. (iv) Lessee shall have received the following documents: (1) an incumbency certificate of Lessor as to the persons authorized to execute and deliver the Transaction Documents to which it is a party and each other document to be executed on behalf of Lessor in connection with the transactions contemplated by the Transaction Documents, including the signatures of such persons; and (2) a certificate, dated the Closing Date, signed by an officer of Lessor, addressed to Lessee and certifying as to each of the matters stated in Sections 7(a)(i) and (iii) hereof.