Noteholders Conditions Clause Samples

Noteholders Conditions. (a) The obligations of the Noteholders to consummate the Closing are subject to the satisfaction (or waiver in writing by the Noteholders) as of the Closing of each of the following conditions: (i) The representations and warranties of the Company set forth in Article IV shall be true and correct in all material respects as of the Closing Date as though made at and as of the Closing Date. (ii) RCAP shall have purchased the RCAP Note and delivered the Proxy (as defined in the RCAP NPA) to the Company in accordance with the RCAP NPA concurrently with the Closing (each undefined term as defined in Section 4.1 below). (iii) The Company shall have delivered to the Noteholders Apollo Principal Holdings I, L.P.’s consent relating to the transactions contemplated hereby.