Closing Proceedings Sample Clauses
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Closing Proceedings. All proceedings to be taken and all documents to be executed and delivered by the Seller in connection with the consummation of the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Acquiror and its counsel. All proceedings to be taken and all documents to be executed and delivered by the Parent or the Acquiror in connection with the consummation of the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Seller and its counsel. All proceedings to be taken and all documents to be executed and delivered by all parties at the Closing shall be deemed to have been taken and executed simultaneously and no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered.
Closing Proceedings. All proceedings to be taken in connection with the consummation of the transactions contemplated by this Agreement and all documents incident thereto, shall be reasonably satisfactory in form and substance to GT Acquisition and its counsel, and GT Acquisition and its counsel shall have received copies of such documents as GT Acquisition and its counsel may reasonably request in connection with said transactions.
Closing Proceedings. All proceedings taken in connection with the Amendment Closing Date and all documents and instruments to be delivered thereon or relating thereto shall be reasonably satisfactory to each of the Participants and its counsel, and each of the Participants and its counsel shall have received copies of such documents as each of the Participants or its counsel may reasonably request in connection therewith, all in form and substance reasonably satisfactory to each of the Participants and its counsel.
Closing Proceedings. 18 6.05 Governmental Approvals; U.S. Forest Service..............18 6.06 Absence of Certain Changes or Events.....................19 6.07 Cash Proceeds............................................19 6.08
Closing Proceedings. All proceedings to be taken in connection with the consummation of the transactions contemplated by this Agreement, and all documents incident thereto, shall be reasonably satisfactory in form and substance to Ski Holdings and its counsel, and Ski Holdings and its counsel shall have received copies of such documents as it and its counsel may reasonably request in connection with said transactions.
Closing Proceedings. 38 11.3 Deliveries at Closing . . . . . . . . . . . . . . . . . . . . 38 XII. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. . . . . . . . . . . . . . 39 12.1 Survival. . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Closing Proceedings. The making of each advance under the Loans shall be subject to the following conditions, in addition to those stated in other provisions of this Agreement, which shall each have been and remain at the time satisfied by Borrower or waived by Bank:
1.1 This Loan Agreement shall have been duly and validly executed and delivered by Borrower and Bank and Borrower shall have duly and validly executed and delivered or caused to be executed and delivered to Bank the Note, and all other Loan Documents, and each Loan Document which is to be filed or recorded shall have been properly filed or recorded and the fees and taxes, if any, for filing or recording the same shall have been paid by Borrower.
1.2 There shall have occurred no Material Adverse Change.
1.3 No event shall have occurred and then be continuing (or would occur after giving effect to the Loans) which constitutes (or would constitute after giving effect to the Loans) an Event of Default and a certificate to such effect signed by the President or a Vice President of Borrower shall be delivered to Bank.
1.4 Each and all of the representations and warranties of Borrower in this Loan Agreement and the other Loan Documents shall be true, correct and accurate as of the date any Loan is requested and a certificate to such effect signed by the President or a Vice President of Borrower shall be delivered to Bank.
1.5 Borrower shall have delivered or caused to be delivered to Bank in Proper Form:
(a) Evidence that all necessary action on the part of Borrower and each Material Subsidiary has been taken with respect to the execution and delivery of this Agreement and the other Loan Documents and the performance of their respective terms and the consummation of the transactions contemplated hereby and thereby, so that this Agreement and all Loan Documents to be executed and delivered by or on behalf of Borrower or any Material Subsidiary will be valid and binding upon Borrower and the person or entity executing and delivering such document;
(b) Such documents, instruments, certificates and public authority documents as Bank may reasonably require to evidence the status, organization or authority of Borrower and each Material Subsidiary.
1.6 Borrower shall have duly and timely performed each and all of its agreements and undertakings contained in this Loan Agreement.
1.7 Bank shall have received payment of all fees and reimbursement of all reasonable attorneys’ fees and expenses incurred by Bank in connection with th...
Closing Proceedings. At the Closing, the Parties shall perform the Closing Proceedings as set out in Annex F.
Closing Proceedings. Seller shall have taken all actions required by it under, and shall have complied in all material respects with all of its obligations set forth in, the provisions of Sections 2.1(b)(i),(v),(vi), (vii), (ix), (x) and (xii).
Closing Proceedings. All proceedings taken in connection with such Closing Date and all documents and instruments to be delivered thereon or relating thereto shall be reasonably satisfactory to such Participant and its counsel, and such Participant and its counsel shall have received copies of such documents as such Participant or its counsel may reasonably request in connection therewith, all in form and substance reasonably satisfactory to such Participant and its counsel.