Conditions Precedent to All Conveyances Clause Samples

Conditions Precedent to All Conveyances. The Conveyances to take place on any Delivery Date hereunder shall be subject to the further conditions precedent that: (a) The following statements shall be true: (i) the representations and warranties of each applicable Seller contained in Article IV shall be true and correct on and as of such Delivery Date, both before and after giving effect to the Conveyance to take place on such Delivery Date and to the application of proceeds therefrom, as though made on and as of such date; and (ii) such Seller shall be in compliance with all of its covenants and other agreements set forth in this Agreement and the other Operative Agreements to which it is a party. (b) Purchaser shall have received a Delivery Schedule, dated the date of the applicable Delivery Date, executed by the applicable Seller, listing the Railcars and Leases being Conveyed on such date. (c) The applicable Seller shall have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to the Purchaser, as the Purchaser or the Indenture Trustee (acting at the direction of the Requisite Majority) may reasonably request. (d) The applicable Seller shall have taken all steps necessary under all applicable law in order to Convey to the Purchaser the Railcars described on the applicable Delivery Schedules, all Leases related to such Railcars and all Related Assets related to such Railcars and/or Leases, and upon the Conveyance of such Railcars, related Leases and Related Assets from the applicable Seller to the Purchaser pursuant to the terms hereof, the Purchaser will have acquired on such date good and marketable title to and a valid and perfected ownership interest in the Conveyed Railcars, related Leases and Related Assets, free and clear of any Encumbrance (other than Permitted Encumbrances).
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Conditions Precedent to All Conveyances. The Conveyances to take place on any Delivery Date hereunder shall be subject to the further conditions precedent that:
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Conditions Precedent to All Conveyances. The Conveyance to take place on the initial Conveyance Date and each Conveyance to take place on a subsequent Conveyance Date shall be subject to the further conditions precedent that: (a) The following statements shall be true: (1) the representations and warranties of Maxtor contained in Section 4.1 shall be correct on and as of such Conveyance Date in all material respects, before and after giving effect to the Conveyance to take place on such Conveyance Date and to the application of proceeds therefrom, as though made on and as of such date; and (2) Maxtor is in compliance in all material respects with each of its covenants and other agreements set forth herein;
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Conditions Precedent to All Conveyances. The Conveyances to take place on any Delivery Date hereunder shall be subject to the further conditions precedent that: (a) The following statements shall be true: (i) the representations and warranties of each applicable Seller contained in Article IV shall be true and correct on and as of such Delivery Date, both before and after giving effect to the Conveyance to take place on such Delivery Date and to the application of proceeds therefrom, as though made on and as of such date; and (ii) such Seller shall be in compliance with all of its covenants and other agreements set forth in this Agreement and the other Operative Agreements to which it is a party.
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Conditions Precedent to All Conveyances. 6 3.3 Effect of Failure to Satisfy Conditions................................................................ 7 SECTION 4 REPRESENTATIONS And WARRANTIES
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Conditions Precedent to All Conveyances. The obligation of SPV to pay for each Sold Receivable, or to accept the contributions of each Contributed Receivable, as applicable, on each Conveyance Date (including the initial Conveyance Date and the date of any substitution under Section 6) shall be subject to the further conditions precedent that on such Conveyance Date: (a) The following statements shall be true (and delivery by the Company of a Request Notice, and the acceptance by the Company of the SPV Purchase Price for any Receivables on any Conveyance Date, if applicable, shall constitute a representation and warranty by the Company that on such Conveyance Date such statements are true): (i) the representations and warranties of the Company contained in the Loan Documents shall be correct on and as of such Conveyance Date, before and after giving effect to such Conveyance and to the application of proceeds therefrom, as though made on and as of such date; (ii) no event has occurred, or would result from such Conveyance or from the application of the proceeds therefrom, which constitutes an Event of Default, a Default or a Developer Event of Termination (except as described in clause (f) of the definition thereof); (iii) no event has occurred which constitutes a Subservicer Event of Default or would constitute a Potential Subservicer Event of Default; and (iv) each Receivable designated as an Eligible Receivable is an Eligible Receivable; (b) SPV shall have received a Sale Assignment in the form attached as Exhibit A hereto, dated the related Conveyance Date, executed by SPV and the Company; (c) Certified copies of requests for information or copies (or a similar search report certified by a party acceptable to TFC and the Administrative Agent), dated a date reasonably near and prior to the date of the initial Conveyance, listing all effective financing statements and other similar instruments and documents including those referred to above in Section 3.1(a) which name each of the Company or SPV, as the case may be, as debtor, and which are filed in the Lien Filing Offices, together with copies of such financing statements, none of which, except those filed pursuant to Section 3.1(a) above and those relating to Permitted Liens, shall cover any Conveyed Assets. (d) The representations and warranties of the Company contained in the Sale Assignment shall be correct on and as of such Conveyance Date, before and after giving effect to such Conveyance and to the application of proceeds therefrom, as ...
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Conditions Precedent to All Conveyances. The Conveyances to take place on any Delivery Date hereunder shall be subject to the further conditions precedent that: (a) The following statements shall be true: (i) the representations and warranties of each applicable Seller contained in Article IV shall be true and correct on and as of such Delivery Date, both before and after giving effect to the Conveyance to take place on such Delivery Date and to the application of proceeds therefrom, as though made on and as of such date; and (ii) such Seller shall be in compliance with all of its covenants and other agreements set forth in this Agreement and the other Operative Agreements to which it is a party. (b) The Purchaser shall have received a Delivery Schedule, dated the date of the applicable Delivery Date, executed by the applicable Seller, listing the Railcars and Leases being Conveyed on such date by such Seller.
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Related to Conditions Precedent to All Conveyances

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

  • Conditions Precedent to All Purchases (a) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement. (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date as though made on and as of such date and shall be deemed to have been made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related Purchase Date, which list shall be as of such date incorporated into and made a part of this Agreement and an assignment substantially in the form of Exhibit A hereto, as applicable.

  • Conditions Precedent to EFFECTIVENESS OF SECTIONS 2.01 AND 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "EFFECTIVE DATE") on which the following conditions precedent to the initial Advance by any Lender have been satisfied: (a) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Consolidated Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (b) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Company and its Consolidated Subsidiaries as they shall have reasonably requested as a basis for making its decision to enter into its commitment hereunder. (c) All governmental and third party consents and approvals necessary in connection with the transactions by the Company contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (d) The Company shall have notified the Agent in writing as to the proposed Effective Date. (e) The Company shall have paid all accrued fees and expenses of the Agent and the Lenders (including the invoiced accrued fees and expenses of counsel to the Agent). (f) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (g) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes to be delivered by it. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) A favorable opinion of Nicholas J. Camera, General Counsel of the Compa▇▇, ▇▇▇ ▇▇ ▇leary, Gottlieb, Steen & Hamilton, counsel for the Company, substan▇▇▇▇▇y in the form of Exhibits D-1 and D-2 hereto, respectively. (v) A favorable opinion of Shearman & Sterling, counsel for the Agent, in form and substance satisfactory to the Agent. (h) The termination of the commitments of the Lenders and the payment in full of all Debt outstanding under the bilateral credit agreements and other confirmed lines of credit listed on Schedule 3.01(h).

  • Conditions Precedent to All Loans The obligation of the Banks to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), is subject to the following conditions: (a) Either (i) the Operations Agent shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; (b) The representations and warranties of such Borrower contained in Article VII hereof shall be true on and as of such date as if they had been made on such date (except to the extent that such representations and warranties expressly relate to an earlier date or are affected by the consummation of transactions permitted under this Agreement); (c) Such Borrower shall be in compliance in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed on or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, shall have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation and warranty by such Borrower to the Operations Agent and the Banks (in the case of a Request for Committed Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower as of the date of the Loan.

  • Conditions Precedent to Buyer’s Obligations 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 each of the following conditions: