Conditions to the Closing. On or before the Closing Date, the Seller shall deliver or cause to be delivered to the Trust Depositor each of the documents, certificates and other items as follows:
(a) The List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller together with an Assignment substantially in the form attached as Exhibit A hereto.
(b) A certificate of an officer of the Seller substantially in the form of Exhibit B hereto.
(c) An opinion of counsel for the Seller substantially in form and substance reasonably satisfactory to the Underwriters (and including as an addressee thereof each Rating Agency).
(d) A letter or letters from Ernst & Young LLP, or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor and the Underwriters and stating that such firm has reviewed a sample of the Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying those Contracts which do not so conform.
(e) Copies of resolutions of the Board of Directors of the Seller or of the Executive Committee of the Board of Directors of the Seller approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller.
(f) Officially certified recent evidence of due incorporation and good standing of the Seller under the laws of Nevada.
(g) A UCC financing statement naming the Seller as debtor, naming the Trust Depositor and the Trust as assignor secured parties, naming the Indenture Trustee as secured party and identifying the Contract Assets as collateral, in proper form for filing with the appropriate office in Nevada; a UCC financing statement naming the Trust Depositor as debtor, naming the Trust as assignor secured party, naming the Indenture Trustee as secured party and identifying the Trust Corpus as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust as debtor, naming the Indenture Trustee, as secured party and identifying the Collateral as collateral, in proper form for filing with the appropriate office in Delaware.
(h) An Officer’s Certificate from the Seller certifying that the Seller, on or prior to the Closing Date, has indicated in its computer files, in accordance with its customary standards, policies and procedures, that the Contracts have been conveyed to the Tr...
Conditions to the Closing. Section 4.1. The obligation of the Purchaser to purchase each of the Notes and pay the Purchase Price is subject to (i) performance by the Issuer of all its obligations under this Agreement to be performed by it on or prior to the Closing Date for such Note, (ii) as of such Closing Date, the accuracy (as of their dates) of the statements of the Transaction Documents related thereto, and (iii) satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Date:
(a) As of each Closing Date, no fact or condition shall exist under applicable law, rule or regulation or interpretations thereof by any regulatory authority which in the Purchaser's reasonable opinion would make it illegal for the Issuer to issue and sell the Note to be issued at such Closing Date, or for the Issuer or any of the other parties thereto to perform their respective obligations under the Transaction Documents related thereto.
(b) As of each Closing Date, the representations and warranties made by the Issuer in this Agreement shall be true and correct on and as if they had been made on the respective Closing Date (except to the extent a different date is reasonably specified in any such Transaction Document); the Issuer shall have performed and complied with all agreements and conditions hereof required to be performed or complied with by it on or before each Closing Date; and no event shall have occurred and no condition shall exist which would constitute an Event of Default under this Agreement.
(c) As of the First Closing Date, this Agreement shall have been duly authorized, executed and delivered by the Issuer, and shall be in full force and effect on each Closing Date.
(d) The Issuer shall have delivered the Note to be purchased at such Closing Date in accordance with the terms of Section 2 hereof, and, as of the First Closing Date, the Purchaser and the Issuer shall each have received a fully executed counterpart original and any required conformed copies of this Agreement and any related documents delivered at or prior to the First Closing Date.
(e) The Purchaser shall have received an Opinion of Counsel satisfactory to it, dated such Closing Date, substantially in the forms of Exhibit E.
(f) The Purchaser shall have received an Officer's Certificate, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel to the effect that the issuance, sale and delivery of the Note being issued a...
Conditions to the Closing. The obligation of Lender to make an Advance on the Closing Date is subject to Lender's determination that Borrower has satisfied the following conditions on the Closing Date:
(a) The representations and warranties set forth in this Agreement and in the Other Loan Documents are true and correct on and as of the date hereof and are true and correct in all material respects as of the Closing Date and Borrower has performed all obligations required to have been performed by it hereunder prior to Closing Date.
(b) Borrower has executed and delivered to Lender (or caused to be executed and delivered to Lender by the appropriate Persons) the following:
(i) this Agreement;
(ii) the Note;
(iii) UCC-1 Financing Statements;
(iv) the Guaranty;
(v) the Subordination Agreement;
(vi) the Pledge Agreement;
(vii) the Lock Box Agreement;
(viii) the Assignment of Management Services Agreement;
(ix) the Assignment of Acquisition Instruments;
(x) the Assumption Agreement;
(xi) evidence satisfactory to Lender that the transactions contemplated by the Asset Purchase Agreement and the Venture Capital Agreement have been consummated in accordance with the terms of such agreements;
(xii) evidence satisfactory to Lender that Borrower is a limited liability company and Guarantor is a corporation duly formed, validly existing and in good standing in the state in which it was formed and in each state in which it is authorized to do business;
(xiii) certificates of insurance that evidence the insurance coverage and policy provisions required by this Agreement and in the Loan Documents;
(xiv) pay-off letters, UCC Termination Statement and Lien Releases as required to grant Lender a first priority security interest, other than Permitted Liens, in Collateral pledged as security for repayment of the Loan;
(xv) signature and incumbency certificate of Borrower and Guarantor;
(xvi) certified copies of resolutions of the members of Borrower and the Board of Directors of Guarantor authorizing the execution and delivery of the Loan Documents to be executed by Borrower and Guarantor;
(xvii) copies of the Articles of Organization of Borrower and Articles of Incorporation of Guarantor certified by the applicable Secretary of State;
(xviii) copies of the Regulations of Borrower and Bylaws of Guarantor certified by an officer thereof;
(xix) certified copies of the Asset Purchase Agreement and all documents executed and delivered in connection with the transactions contemplated thereby satisfactory in ...
Conditions to the Closing. 6.01. Conditions to the Obligations of Each Party ....................36 6.02. Conditions to Obligations of the Company ..........................37 6.03. Conditions to Obligations of the Purchasers ........................37 ARTICLE VII INDEMNIFICATION
Conditions to the Closing. 2 SECTION 2.03.
Conditions to the Closing. On or before the Closing Date, the Company shall deliver or cause to be delivered the following documents to the Trustee:
a. The List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Company.
b. A certificate of an officer of the Company substantially in the form of Exhibit E hereto.
c. An Opinion of Counsel for the Company substantially in the form of Exhibit F hereto.
d. The Trustee's acknowledgement of receipt of the Land-and-Home Contract Files in the form of Exhibit G hereto.
e. A letter from Coopers & Xxxxxxx LLP or another nationally recognized accounting firm, stating that such firm has reviewed the Contracts on a statistical sampling basis and, based on such sampling, concluding that such Contracts conform in all material respects to the List of Contracts, to a confidence level of 97.5%, with an error rate generally not in excess of 1.8%, specifying those Contracts which do not so conform.
f. Copies of resolutions of the board of directors of the Company or of the executive committee of the board of directors of the Company approving the execution, delivery and performance of this Agreement, the creation of the Trust and the transactions contemplated hereunder, certified in each case by the secretary or an assistant secretary of the Company.
Conditions to the Closing. The Closing shall be subject to the following conditions and deliveries:
(a) At the Closing, the Company shall deliver or cause to be delivered to the Investor:
(i) this Agreement, duly executed by the Company; and
(ii) a certificate evidencing the Shares issued in the name of the Investor.
(b) At the Closing, the Investor shall deliver or cause to be delivered to the Company:
(i) the Subscription Amount; and
(ii) this Agreement, duly executed by the Investor.
(c) The obligations of the Investor to consummate the transactions to be effected at the Closing and to pay the Subscription Amount are subject to the fulfillment or waiver, at or before the Closing, of each of the conditions set forth below:
(i) the Company shall have authorized the issuance of the Shares;
(ii) all of the representations and warranties made by the Company in this Agreement shall be accurate in all material respects as of the Closing Date, and all covenants made by the Company and obligations of the Company shall have been performed and complied with in all material respects as of the Closing Date; and
(iii) there shall not be any existing or, to the Company’s knowledge, threatened action, proceeding or order, nor any other material adverse change or event, involving the Company or the Investor and which, in the reasonable opinion of the Investor, may have the effect of preventing, limiting or delaying the transactions contemplated under this Agreement.
(d) The obligations of the Company to consummate the transactions to be effected at the Closing and to issue the Shares are subject to the fulfillment or waiver, at or before the Closing, of each of the conditions set forth below:
(i) all of the representations and warranties made by the Investor in this Agreement, shall be accurate in all material respects as of the Closing Date, and all covenants made by the Investor and obligations of the Investor shall have been performed and complied with in all material respects as of the Closing Date; and
(ii) there shall not be any existing or threatened action, proceeding or order, nor any other material adverse change or event, involving the Company or the Investor and which, in the reasonable opinion of the Company, may have the effect of preventing, limiting or delaying the transactions contemplated under this Agreement.
Conditions to the Closing. (a) The obligations of Sellers and Purchaser hereunder shall be subject to the satisfaction or written waiver on or prior to the Closing Date of the following conditions:
(i) The waiting period (and any extension thereof), if any, applicable to the transactions contemplated by this Agreement under the HSR Act, shall have been terminated or shall have expired, and no restrictive order or other requirements pursuant to the HSR Act shall have been placed on the parties.
(ii) Subject to Section 6.14, the FCC shall have approved the Assignment Applications (and such other applications as may be required by applicable law, rule or regulation to be filed with respect to the transactions contemplated by this Agreement in order to permit the transfer of control of the Company to Purchaser).
(iii) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the transactions contemplated hereby shall be in effect, nor shall any proceeding by or with any Governmental Authority or third party seeking any of the foregoing be pending (excluding, in each case, any such matter initiated by any Seller, the Company, Purchaser or any of their Affiliates). There shall not be any Action taken, or any Law enacted, entered, enforced or deemed applicable to the transactions contemplated hereby, which makes the consummation of such transactions illegal (excluding, in each case, any such matter initiated by any Seller, the Company, Purchaser or any of their Affiliates).
(iv) Purchaser and the Company shall have entered into a local marketing agreement in substantially the form of EXHIBIT 3.02(A)(V) with respect to each Station concurrently with entering into this Agreement (the "LMA").
(b) The obligations of any Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment on or prior to the Closing Date of each of the following conditions:
(i) Purchaser shall have entered into a loan agreement with the Company and New World in substantially the same form as EXHIBIT 3.02(B)(I) (the "BRIDGE LOAN AGREEMENT") and Purchaser shall have advanced all funds required to be advanced under the Bridge Loan Agreement in accordance with the terms thereof.
(ii) All the representations and warranties of Purchaser contained in this Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in c...
Conditions to the Closing. 12 Section 5.01 Conditions to Each Party’s Obligations. 12 Section 5.02 Conditions to Obligations of the Seller. 12 ARTICLE VI TERMINATION 14 Section 6.01 Termination Events. 14 Section 6.02 Effect of Termination. 15 ARTICLE VII MISCELLANEOUS 15 Section 7.01 Waiver; Amendment. 15
Conditions to the Closing. Section 2.03.
