Conditions Precedent to Initial Transaction Clause Samples
The 'Conditions Precedent to Initial Transaction' clause defines the specific requirements that must be satisfied before the parties are obligated to proceed with the initial transaction under the agreement. These conditions may include obtaining necessary regulatory approvals, completing due diligence, or securing financing, and typically require each party to provide evidence that these prerequisites have been met. By establishing clear benchmarks that must be fulfilled before the transaction can commence, this clause ensures that both parties are protected from premature commitments and that all necessary preparations are in place, thereby reducing the risk of disputes or failed transactions.
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Conditions Precedent to Initial Transaction. Buyer’s agreement (if any) to enter into the initial Transaction hereunder is subject to the satisfaction, immediately prior to or concurrently with the making of such Transaction, of the condition precedent that Buyer shall have received from Seller and Guarantor, as applicable, any fees and expenses due and payable hereunder, and all of the following documents, each of which shall be satisfactory to Buyer and its counsel in form and substance:
Conditions Precedent to Initial Transaction. Purchaser’s agreement to enter into the initial Transaction is subject to the satisfaction, immediately prior to or concurrently with the making of such Transaction, of the following conditions precedent to the satisfaction of Purchaser and its counsel in their sole and absolute discretion:
Conditions Precedent to Initial Transaction. Buyer shall not be obligated to enter into any Transaction or purchase any Asset until the following conditions have been satisfied or waived by Buyer, on and as of the Closing Date and the first Purchase Date:
(a) Buyer has received the following documents, each dated the Closing Date or as of the first Purchase Date unless otherwise specified: (i) each Repurchase Document duly executed and delivered by the parties thereto, (ii) an official good standing certificate or its documentary equivalent dated a recent date with respect to Seller and Guarantor (including, with respect to Seller, in each jurisdiction where any Mortgaged Property is located to the extent necessary for Buyer to enforce its rights and remedies thereunder), (iii) certificates of the secretary or an assistant secretary of Seller and Guarantor with respect to attached copies of the Governing Documents and applicable resolutions of Seller and Guarantor, and the incumbencies and signatures of officers of Seller and Guarantor executing the Repurchase Documents to which each is a party, evidencing the authority of Seller and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Power of Attorney, (vi) such opinions from counsel to Seller and Guarantor as Buyer may require, including with respect to corporate matters (including, without limitation, the valid existence and good standing of Seller, Guarantor and Pledgor and the enforceability of their respective operating agreements), the due authorization, execution, delivery and enforceability of each of the Repurchase Documents, non-contravention, no consents or approvals required other than those that have been obtained, perfected security interests in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, true sale, and substantive non-consolidation, and the applicability of Bankruptcy Code safe harbors (including Buyer’s related liquidation, termination and offset rights), (vii) a duly completed Compliance Certificate, (viii) such opinions from counsel to Custodian as Buyer may require, and (ix) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may require;
(i) UCC financing statements have been filed against Seller and Pledgor in all filing offices required by Buyer, (ii) Buyer has received such searches of UCC ...
Conditions Precedent to Initial Transaction. ▇▇▇▇▇’s agreement to enter into the initial Transaction is subject to the satisfaction, immediately prior to or concurrently with the making of such Transaction, of the following conditions precedent:
Conditions Precedent to Initial Transaction. The Agent’s obligation to enter into the initial Transaction hereunder, for the benefit of the Buyers, is subject to the satisfaction, immediately prior to or concurrently with the making of such Transaction, of the condition precedent that the Agent shall have received from such Seller any fees and expenses payable hereunder, and all of the following documents, each of which shall be satisfactory to the Agent, Buyers and their counsel in form and substance:
Conditions Precedent to Initial Transaction. Buyer shall not be obligated to enter into any Transaction or purchase any Asset until the following conditions have been satisfied or waived by ▇▇▇▇▇, on and as of the Closing Date and which shall remain in compliance as of the first Purchase Date:
(a) Buyer has received the following documents, each dated the Closing Date or as of the first Purchase Date unless otherwise specified: (i) each Repurchase Document duly executed and delivered by the parties thereto, (ii) an official good standing certificate or its documentary equivalent dated a recent date with respect to each Seller Party, (iii) certificates of a Responsible Officer of each Seller Party with respect to attached copies of the Governing Documents and applicable resolutions of each such Seller Party, and the incumbencies and signatures of officers of each such Seller Party executing the Repurchase Documents to which each is a party, evidencing the authority of each Seller Party with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Power of Attorney,
Conditions Precedent to Initial Transaction. Administrative Agent’s obligation to enter into the initial Transaction hereunder, for the benefit of the Buyers, is subject to the satisfaction, immediately prior to or concurrently with the making of such Transaction, of the condition precedent that Administrative Agent shall have received from the Sellers any fees and expenses payable hereunder, and all of the following documents, each of which shall be satisfactory to Administrative Agent, Buyers and their counsel in form and substance:
Conditions Precedent to Initial Transaction. The Effective Date hereof is subject to the satisfaction, immediately prior to or concurrently with such Effective Date, of the condition precedent that Buyer shall have received from Seller any fees and expenses payable hereunder, and all of the following documents, each of which shall be satisfactory in form and substance to Buyer and its counsel:
(1) The following Repurchase Documents, as well as certain other documents, delivered to Buyer:
Conditions Precedent to Initial Transaction. As conditions precedent to the initial Transaction hereunder, Buyer shall have received on or before the day of such Transaction: (i) the Commitment Fee, and (ii) the following, in form and substance satisfactory to the Buyer and duly executed by Seller:
(a) This Agreement and the Custodial Agreement.
(b) Evidence that all other actions necessary or, in the sole discretion of Buyer, desirable to perfect and protect the security interests and liens created by Section 6 hereof have been taken, including without limitation duly executed Uniform Commercial Code financing statements on Form UCC-1 with respect to the Collateral.
(c) A certified copy of the Seller's corporate resolutions approving this Agreement and the Custodial Agreement and transactions contemplated thereunder, and all documents evidencing other necessary corporate action or governmental approvals as may be required in connection with this Agreement and the Custodial Agreement.
(d) A certificate of the Seller's Corporate Secretary or Assistant Secretary certifying the names, true signatures and titles of the Seller's officers duly authorized to initiate Transactions and to sign this Agreement and the Custodial Agreement and the other documents to be delivered thereunder.
(e) A favorable opinion of the Seller's outside counsel as to such matters as the Buyer may reasonably request.
(f) The documents set forth in Exhibit III, Exhibit IV and Exhibit VI hereto.
Conditions Precedent to Initial Transaction. Each Buyer’s agreement to enter into the initial Transaction hereunder is subject to the satisfaction, immediately prior to or concurrently with the making of such Transaction, of the condition precedent that the Administrative Agent shall have received from Seller any fees and expenses payable hereunder, and all of the following documents, each of which shall be satisfactory to the Buyers and their counsel in form and substance:
(i) The following Facility Documents, duly executed and delivered to the Administrative Agent: