CONDITIONS TO PURCHASE Sample Clauses

CONDITIONS TO PURCHASE. The obligation of Holders to exchange their Senior Notes for Series A-1 Preferred Stock pursuant to this Agreement is subject to the receipt by Holders of all of the following documents and satisfaction of the other conditions provided in this Section 3.01, each of which shall be reasonably satisfactory to Holders in form and substance: (a) A certificate of the Secretary or an Assistant Secretary of the Company, dated the Closing Date, setting forth (i) resolutions of its board of directors with respect to the authorization of the Company to execute and deliver certificates representing the Series A-1 Preferred Stock, the Exchange Agreement Documents and the Restructuring Documents to which it is a party and to enter into the transactions contemplated in those documents (including, without limitation, the filing of the Certificate of Designations and the issuance of the Series A-1 Preferred Stock in connection with the Exchange), (ii) the officers of the Company who are authorized to sign the Exchange Agreement Documents and the Restructuring Documents to which Company is a party and, (iii) specimen signatures of the authorized officers, (iv) the certificate of incorporation of the Company (which shall include the Certificate of Designations) and the bylaws of the Company (which shall be the Amended and Restated Bylaws in the form attached hereto as Exhibit F), certified as being the true and complete certificate of incorporation and bylaws of the Company, respectively, and (v) the members of the board of directors of the Subsidiaries of the Company which shall be Xxxxx X. Xxxxx, Xxxx Xxxxx, Xxx Xxxxxx and Xxxxx Xxxx. (b) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Company and its Subsidiaries. (c) Certificates representing the Series A-1 Preferred Stock, duly completed, executed and delivered to each Holder, as applicable. (d) A compliance certificate which shall be substantially in the form attached hereto as Exhibit G, duly and properly executed by a Responsible Officer and dated as of the Closing Date. (e) Opinions of Xxxxxx and Xxxxx, LLP, counsel to the Company, in form and substance satisfactory to Holders, as to such matters incident to the transactions herein contemplated as Holders may reasonably request.

CONDITIONS TO PURCHASE. The obligations of the Purchaser to purchase any Mortgage Loans on any Closing Date are subject to the satisfaction, as applicable, prior to or on the Initial Closing Date and on such Closing Date (or on such other date as expressly provided for herein) of the following conditions, any of which may be waived in writing by Purchaser:

CONDITIONS TO PURCHASE. Your obligation to purchase any of the Investor Securities pursuant to this Agreement is subject to compliance by the Company with its agreements herein contained, and to the satisfaction, simultaneously with or prior to the Closing, of the following conditions, which may be waived by you in the exercise of your sole discretion:

CONDITIONS TO PURCHASE. The obligations of Purchaser to make its initial purchase of Receivables hereunder shall be subject to RPA Seller delivering to Purchaser on or before the Effective Date such documents, certificates and resolutions that Purchaser is required to deliver to the Certificate Trust Trustee, the Indenture Trustee, any Enhancement Provider or any Rating Agency in connection with the amendment and restatement of the Pooling and Servicing Agreement on the date of this Agreement.

CONDITIONS TO PURCHASE. GECC's obligation to purchase the Contract Payments is subject to the satisfactory fulfillment of the following conditions and final approval of its investment committee: (a) The Seller shall not become insolvent, make an assignment for the benefit of its creditors or be subject to relief granted by the United States Bankruptcy Court or. commit or permit to occur or continue any act, condition or proceeding which constitutes an act of bankruptcy under any applicable federal or state law or have a material adverse change in its financial or operating condition as determined by GECC in its reasonable discretion; (b) Seller shall not be in default of its obligations under any Task Order; (c) Receipt by GECC of each ESPC and Task Order and all other documents related to each Task Order, in form and substance satisfactory to GECC; (d) Completion of due diligence by GECC regarding the ESPCs and Task Orders, including, but not limited to: i) Evidence that the Contract Payments are being made promptly; ii) Evidence or representations and warranties that the Task Orders are valid, binding and enforceable against the Seller and the relevant Ordering Agency; iii) The performance of the ECM Projects is equal to or better than projected; iv) The Contract Payments under each Task Order are sufficient to cover GECC's investment (otherwise GECC must receive sufficient indemnification for any shortfall); v) None of the locations where the ECM's are installed is on the BRAC list; and vi) Maintenance and verification of the ECM Projects is being performed and is meeting or exceeding expectations; and (e) Receipt by GECC of all other documents required to be delivered to f GECC pursuant to the MPA, between the Seller and GECC, in form and substance satisfactory to GECC. The Federal Finance unit of GECC agrees to submit and pursue final approval of its investment committee to purchase the applicable Contract Payments as set forth herein, so long as what has been represented to GECC by the Guarantor and Ameresco with respect to the ESPCs and Task Orders is satisfactorily confirmed by GECC as a result of its due diligence

CONDITIONS TO PURCHASE. The obligations of the Agent(s) to purchase Notes as principal under the Distribution Agreement are further subject to the conditions (A) of the accuracy of the representations and warranties, as of the date on which such representations and warranties were made or deemed to be made pursuant to Section 1 on the part of the Company and Trust, herein contained or contained in any certificate of an officer or trustee of the Company or Trust, respectively, delivered pursuant to the provisions hereof and the performance and observance by each of the Trust and the Company of its covenants and other obligations hereunder and (B) that the Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or by any state, and no proceedings for such purpose shall have been instituted or shall be pending or, to the knowledge of the Company or the Trust, threatened by the Commission or any state and any request on the part of the Commission or any state for additional information shall have been complied with to the reasonable satisfaction of counsel to the Agent(s).

CONDITIONS TO PURCHASE. Section 4.01

CONDITIONS TO PURCHASE. The obligation of the Buyer to purchase the Equipment is subject to the following conditions: (a) The Buyer shall have received this Agreement, duly executed by the Seller. (b) The Buyer shall have received the Bill xx Sale, duly executed by the Seller. (c) The Buyer shall have received the Lease, duly executed by the Seller. (d) The Buyer shall have received resolutions of the Board of Directors of the Seller approving and authorizing the execution, delivery and performance by the Seller of this Agreement, the Lease and the notices and other documents to be delivered by the Seller hereunder and thereunder (collectively, the "Sale and Leaseback Documents"). (e) The Buyer shall have received the certificate of title or similar evidence of ownership with respect to each item of Equipment and Uniform Commercial Code financing statements covering the Equipment in form and substance satisfactory to the Buyer, duly executed by the Seller. (f) No material adverse change has occurred with respect to the business, prospects, properties, results of operations, assets, liabilities or condition (financial or otherwise) of the Seller and its affiliates, taken as a whole, since January 31, 1995. (g) The Buyer shall have received all warranties and other documentation received or executed by Seller in connection with the original acquisition of the Equipment by the Seller (and by its execution hereof the Seller hereby assigns to the Buyer all such warranties and other Documentation). (h) The Buyer shall have received such other approvals, opinions or documents as the Buyer may reasonably request.

CONDITIONS TO PURCHASE. Any purchase of Mortgage Loans by the Buyer is subject to the satisfaction of the following conditions:

CONDITIONS TO PURCHASE. The obligations of TMHL to purchase any Eligible Loans are subject to the satisfaction prior to or on each applicable Purchase Date (or on such other date as expressly provided for herein) of the following conditions, any one or more of which may be waived in writing by TMHL: (a) All of the representations and warranties of the Correspondent set forth in the Guides shall be true and correct as of the applicable Purchase Date, and no event shall have occurred which, with notice or the passage of time, would constitute a Default or breach under this Agreement or under the Guides. (b) On each Purchase Date, TMHL shall have received the documents and instruments required to be delivered to TMHL on or before such Purchase Date pursuant to the Guides, duly executed by all signatories other than TMHL as required pursuant to the respective terms thereof. (c) All other terms and conditions to be performed on or prior to the applicable Purchase Date (or such other date as expressly provided for herein) by the Correspondent shall have been duly complied with and performed in all respects pursuant to this Agreement, the applicable Approval Notification Letter and the Guides.