Preconditions to Execution, Security Fund Documentation Sample Clauses

Preconditions to Execution, Security Fund Documentation. ‌ 2.3.1 The Franchisee represents that it has submitted to the Mayor’s Office of Contract Services current and up-to-date questionnaires required with the City’s Vendor Information Exchange System (“VENDEX”). The VENDEX questionnaires must be fully completed by the Franchisee and have received a favorable review by the City. 2.3.2 The Franchisee represents that it has submitted to DoITT the following documents on or before the date of execution of this Agreement by the City: (i) an insurance certificate that satisfies the requirements set forth in Section 12.3.1; (ii) certified copies of documentation showing (a) the Franchisee is duly organized, in good standing, and authorized to do business in New York as a corporation, partnership, limited liability company or sole proprietorship, and (b) the person or persons who will execute this Agreement on the Franchisee’s behalf is (or are) authorized to execute and deliver the Agreement on the Franchisee’s behalf as a legal, binding and enforceable agreement of the Franchisee; (iii) an opinion from the Franchisee’s counsel dated as of the date of execution by the Franchisee in a form to be approved by DoITT; (iv) document evidencing that the Security Fund required under Article VII has been created; and (v) a certification from the Franchisee confirming that: (A) binding and enforceable agreements between each individual Member and the Franchisee have been executed and are in full force and effect, and (B) such agreements contain commitments (in the aggregate) of not less than $100 million in total of equity contributions by all Members of the Franchisee as required for the Franchisee to fulfill its obligations to the City. In light of changes to the rollout schedule for structures to be installed hereunder, which changes were requested by the City and agreed to by the Franchisee shorty before execution of this Agreement, the MSA contemplated by Section 3.13.3 will be provided as described in Section 3.13.3 rather than delivered as a condition to such execution.
Sample 1
AutoNDA by SimpleDocs

Related to Preconditions to Execution, Security Fund Documentation

  • Closing Documentation, etc For purposes of determining compliance with the conditions set forth in §12, each Lender that has executed this Credit Agreement shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document and matter either sent, or made available, by any Agent or any Co-Lead Arranger to such Lender for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to such Lender, unless an officer of the Administrative Agent active upon the Borrowers’ account shall have received notice from such Lender prior to the Closing Date specifying such Lender’s objection thereto and such objection shall not have been withdrawn by notice to the Administrative Agent to such effect on or prior to the Closing Date.

  • Closing Documentation The Parent shall have received the --------------------- following documents, agreements and instruments from the Company: (i) an opinion of Xxxx Xxxx Xxxx & Freidenrich LLP, dated the Closing Date and addressed to the Parent and Newco, in substantially the form of Exhibit F hereto; --------- (ii) certificates dated as of a recent date from the Secretary of State of the States of Delaware and any other applicable states to the effect that each of the Company and its Subsidiaries is duly incorporated and in good standing in such state and stating that the Company and its Subsidiaries owes no franchise taxes in such state and listing all documents of the Company and its Subsidiaries on file with said Secretary of State; (iii) a copy of the Certificate of Incorporation of the Company, including all amendments thereto, certified as of a recent date by the Secretary of State of the State of Delaware; (iv) evidence, reasonably satisfactory to the Parent, of the authority and incumbency of the persons acting on behalf of the Company in connection with the execution of any document delivered in connection with this Agreement; (v) Uniform Commercial Code Search Reports on Form UCC-11 with respect to the Company and its Subsidiaries from the states and local jurisdictions where the principal place of business of the Company and its Subsidiaries and their respective assets are located, the search reports of which shall confirm compliance with Section 3.15 (and Schedule thereto) of this Agreement; (vi) the corporate minute books and stock record books of the Company and its Subsidiaries; (vii) estoppel letters of lenders to the Company, in form and substance reasonably satisfactory to the Parent, with respect to amounts (including any pre-payment penalties) owing by the Company as of the Closing; and (viii) such other instruments and documents as the Parent shall reasonably request not inconsistent with the provisions hereof.

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF DEVELOPER The obligations of Developer under this Agreement are conditioned upon the following:

  • Conditions Precedent to Obligation of the Company The obligation of the Company to effect the Exchange and otherwise consummate the transactions contemplated by this Agreement is subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER The obligations of Buyer under this Agreement shall, at the option of Buyer, be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER The obligations of the Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by the Buyer in writing) of the following conditions as of the Closing Date:

  • Conditions Precedent to Obligations of the Company The obligations of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of the following conditions:

  • Conditions Precedent to Obligations to Consummate 9.1 Conditions to Obligations of Each Party. The respective obligations of each Party to perform this Agreement and to consummate the Merger are subject to the satisfaction of the following conditions, unless waived by both Parties pursuant to Section 11.6 of this Agreement:

  • CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER Each and every obligation of Buyer to be performed on the Closing Date shall be subject to the satisfaction prior to or at the Closing of the following express conditions precedent:

  • Conditions precedent documents A Request may not be given until the Facility Agent has notified the Company and the Lenders that it has received all of the documents and evidence set out in Schedule 2 (Conditions precedent documents) in form and substance satisfactory to the Facility Agent. The Facility Agent must give this notification to the Company and the Lenders promptly upon being so satisfied.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!