Conditions Precedent to Closing Date Sample Clauses
The 'Conditions Precedent to Closing Date' clause defines the specific requirements and actions that must be fulfilled by one or both parties before the closing of a transaction can occur. These conditions may include obtaining regulatory approvals, securing financing, delivering necessary documents, or ensuring that no material adverse changes have occurred. By clearly outlining these prerequisites, the clause ensures that both parties are protected and that the transaction will only proceed if all agreed-upon conditions are satisfied, thereby reducing the risk of disputes or incomplete transactions.
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Conditions Precedent to Closing Date. The obligation of each Lender to make an Initial Loan on the Closing Date shall be subject to the following conditions precedent:
(a) The Administrative Agent shall have received (i) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of each of the Borrower and the Target for the three most recent fiscal years ended at least 90 days prior to the Closing Date (the Administrative Agent hereby acknowledges receipt of the audited financial statements of the Borrower for the 2008, 2009 and 2010 fiscal years and the Target for the 2007, 2008 and 2009 fiscal years) and (ii) unaudited consolidated and (to the extent available) consolidating balance sheets and related statements of income, stockholders’ equity and cash flows of each of the Borrower and the Target for each subsequent fiscal quarter ended at least 60 days before the Closing Date (it being agreed that with respect to the Target and its Subsidiaries, such financial statements shall be in conformity with GAAP as in effect in Canada);
(b) The Administrative Agent shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements have been delivered pursuant to clause (a) above, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of the income statement);
(c) The Administrative Agent shall have received the notice of borrowing required by Section 2.03 hereof;
(d) Since September 30, 2010, there having been no Target Material Adverse Effect;
(e) The Arrangement Agreement Representations shall be true and correct as of the Closing Date without regard to any materiality or material adverse effect qualification contained in them, except where the failure or failures of such Arrangement Agreement Representations to be so true and correct in all respects would not have a Target Material Adverse Effect, and the representations and warranties of the Target in Section 3.0(2)(c) of the Arrangement Agreement regarding the capitalization of the Target shall be true and correct in all material respects;
(f) The Specified Representations shall be true and correct as of the Closing Date;
(g) No Default or Event of Default aris...
Conditions Precedent to Closing Date. The occurrence of the Closing Date and the obligation of each Lender to make any Advance hereunder on the Closing Date shall be subject to the conditions precedent that the Administrative Agent shall have received on or before the Closing Date the following, each in form and substance reasonably satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent):
(a) each of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) duly executed and delivered by the parties thereto, which shall each be in full force and effect;
(b) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and the other Facility Documents;
(c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date);
(d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party;
(e) proper financing statements, in acceptable form for filing on the Closing Date, under the UCC with the...
Conditions Precedent to Closing Date. The occurrence of the Closing Date, and the obligation of the Bank to issue any LOC, is subject to the satisfaction of the following conditions precedent:
(a) The Bank shall have received the following, each dated the Closing Date (unless otherwise specified), in form and substance reasonably satisfactory to the Bank:
(i) Certified copies of the resolutions of the Board of Directors of each Loan Party approving the transactions contemplated by the Loan Documents to which it is or is to be a party.
(ii) A certificate, signed by a Responsible Officer of ACE (the statements made in which certificate shall be true on and as of the Closing Date), certifying as to (1) the truth of the representations and warranties contained in this Agreement as of the Closing Date and (2) the absence of any event occurring and continuing, or resulting from the Closing Date, that constitutes a Default.
(iii) Evidence satisfactory to the Bank that the Financial Strength Rating of each Subsidiary Guarantor is at least A+ by S&P and A1 by ▇▇▇▇▇’▇.
(iv) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party that are authorized to sign the Loan Documents to which it is a party and the other documents to be delivered hereunder.
(v) Copies of the articles or certificate of formation (or similar charter document) and the bylaws (or similar governing documents), if any, of each Loan Party as in effect on the Closing Date, certified by a duly authorized representative of such Loan Party as of the Closing Date.
(vi) The Subsidiary Guarantee signed by each of ACE Bermuda Insurance Ltd. and ACE Tempest Reinsurance Ltd. (the “Subsidiary Guarantors”).
(vii) The FAL Providers’ Agreement duly executed on behalf by each bank or other Person which it is proposed will issue a letter of credit to be included in the Funds at Lloyd’s of any Member that is or is intended to be a Supported Member.
(viii) Favorable opinions of (1) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ ▇▇, Swiss counsel for ACE, in substantially the form agreed to by the Bank; (2) ▇▇▇▇▇ Lovells International LLP, English counsel for the Bank, in substantially the form agreed to by the Bank; and (3) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Bermuda counsel for the Subsidiary Guarantors, in substantially the form agreed to by the Bank.
(b) No action, suit, investigation, litigation or proceeding affecting ACE or any of its Subsidiaries shall be pending or, to the knowledge of AC...
Conditions Precedent to Closing Date. The occurrence of the Closing Date is subject to satisfaction or waiver of the following conditions precedent:
(a) issuance of the Bonds and submission to the Agent of duplicate originals or certified copies of all of the documents submitted in connection with the issuance of the Bonds on the Closing Date, which shall be in form and substance satisfactory to the Agent;
(b) receipt by the Issuing Bank of the following, in each case in the form approved by the Agent on the Closing Date:
(i) this Agreement and the DSR LOC Loan Note duly executed by the Company;
(ii) an original of each of the Security Documents, duly executed by the parties thereto;
(iii) a copy of each other Financing Document, duly executed by the parties thereto and certified by the Company as to completeness and authenticity;
(iv) written opinions of counsel acceptable to the Agent, addressed to the Agent and the Banks, and in form and substance satisfactory to the Agent and covering such matters as the Agent may reasonably request;
(v) evidence satisfactory to the Agent that each of the parties to the Project Contracts, Financing Documents and Security Documents shall have duly and irrevocably appointed a process agent to act for and on behalf of such person, to receive summonses and other legal process in connection with any suit, action or proceeding relating to such documents in the jurisdictions in which it is required to submit to such jurisdiction and such appointment shall have been accepted and all fees scheduled to accrue to each such agent for the service of process shall have been paid in full; and
(vi) evidence satisfactory to the Agent that all actions necessary or appropriate in order to effectively establish, create or perfect the Security Interest have been duly taken.
(c) payment by the Company of all accrued fees and expenses (as provided in Sections 2.5 and 9.4) of the Agent and the Banks (including the reasonable accrued fees and disbursements of counsel to the Agent and the Banks), to the extent that one or more statements for such fees and expenses have been presented for payment.
Conditions Precedent to Closing Date. The obligation of each Lender to make a Loan on the Closing Date is subject to the satisfaction (or waiver in accordance with Section 11.01) of the following conditions:
(a) The Effective Date shall have occurred.
(b) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof.
(c) If the Polish Closing (as defined in the Target Acquisition Agreement) occurs prior to the Target Date (as defined in the Target Acquisition Agreement), the Administrative Agent shall have received a certificate of the Borrower confirming that the “Antitrust Condition” (as defined in the Target Acquisition Agreement) has been satisfied or waived by the parties to the Target Acquisition Agreement.
(d) On the date of the applicable Loan Notice and on the proposed date of such Borrowing (x) no Certain Funds Default is continuing or would result from the proposed Borrowing and (y) all the Certain Funds Representations are true or, if a Certain Funds Representation does not include a materiality concept, true in all material respects.
(e) The Target Acquisition shall have been, or substantially concurrently with the occurrence of the Closing Date shall be, consummated in all material respects in accordance with the terms and conditions of the Target Acquisition Agreement (it being understood that substantially concurrently shall include the Target Acquisition being consummated no more than two (2) Business Days after the initial Loan hereunder), without giving effect to (and there shall not have been) any modifications, amendments, consents or waivers by the Company (or its applicable affiliate) thereunder that are materially adverse to the interests of the Lenders (it being understood and agreed that the following shall not be deemed to be materially adverse to the interests of the Lenders: (x) any increase in the purchase price funded with the issuance of any equity securities by the Company or any of its Subsidiaries; (y) any increase in the purchase price funded other than through the issuance of equity securities by the Company or any of its Subsidiaries of not more than 5.0%; and (z) any decrease in the purchase price of not more than 10.0%; provided that such decrease shall be allocated to ratably reduce the Commitments (in a manner as agreed between the Borrower and the Joint Lead Arrangers)), without the prior written consent of the Administrative Agent.
(f) [Reserved]
(g) The Administrative Agent shall have received a customary payo...
Conditions Precedent to Closing Date. The occurrence of the Closing Date and the obligation of each Lender to make an Advance on the Closing Date is subject to satisfaction of the following conditions precedent:
(a) The Agent shall have received the following, in form and substance satisfactory to the Lenders:
(i) this Agreement, dated as of the Closing Date and duly executed by each Loan Party, each Lender and the Agent;
(ii) copies of (A) the resolutions of the Board of Directors of the Guarantor, and of the Board of Managers of the Borrower, each approving this Agreement and the other Loan Documents to which it is, or is to be, a party, and (B) all documents evidencing other necessary corporate action on the part of such Loan Party with respect to this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the applicable Loan Party;
(iii) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names, true signatures and incumbency of the officers of such Loan Party authorized to sign this Agreement and the other Loan Documents to which it is, or is to be, a party;
(iv) copies of the Certificate of Incorporation (or comparable charter document) and by-laws or limited liability company agreement, as applicable, of each Loan Party, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of the Loan Party;
(v) copies of all Governmental Approvals, if any, required in connection with the execution, delivery and performance of this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of each Loan Party;
(vi) copies of the financial statements referred to in Section 4.1(f);
(vii) favorable opinions, which permit reliance by permitted assigns of each of the Agent and the Lenders, of ▇▇▇▇▇▇▇ Coie LLP, counsel for the Loan Parties, in substantially the form of Exhibit 3.1(a)(v)(ii) and as to such other matters as the Majority Lenders, through the Agent, may reasonably request;
(viii) an account designation letter in form and in substance satisfactory to the Agent; and
(ix) such other approvals, opinions and documents as any Lender, through the Agent, may reasonably request.
(b) The following statements shall be true and correct, and the Agent shall have received a certificate of a duly authorized officer of the Borrower, dated the date of the Closing Date and in sufficient copies for each Bank, stating that:
(i) the representations and warranties set f...
Conditions Precedent to Closing Date. This Agreement shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 8.01):
Conditions Precedent to Closing Date. The obligation of the Lenders to make each Loan hereunder, and the obligation of the Letter of Credit Issuer to issue Letters of Credit hereunder, in each case, on the Closing Date are subject to the satisfaction on or prior to the Closing Date of each of the following conditions:
Conditions Precedent to Closing Date. The occurrence of the Closing Date and the obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder on the Closing Date, if applicable, is subject to the prior satisfaction of the following conditions precedent (unless waived in writing by the Administrative Agent (and, if expressly indicated hereunder, the Collateral Agent) and the Lenders in their sole and absolute discretion:
Conditions Precedent to Closing Date. This Agreement and the Commitments of each Lender shall be effective on the date (the “Closing Date”) on which each of the following conditions precedent shall have been satisfied or waived by the Agent and each Lender: