Conditions Precedent to the Closing Date Sample Clauses
The 'Conditions Precedent to the Closing Date' clause defines the specific requirements and actions that must be fulfilled by one or both parties before the transaction can be finalized on the closing date. These conditions may include obtaining regulatory approvals, securing financing, delivering necessary documents, or ensuring that no material adverse changes have occurred. By clearly outlining these prerequisites, the clause ensures that both parties are protected and that the transaction only proceeds when all agreed-upon conditions are satisfied, thereby reducing the risk of disputes or incomplete transactions.
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Conditions Precedent to the Closing Date. The occurrence of the Closing Date is subject to the satisfaction of the following conditions, each to the satisfaction of the Administrative Agent and each Purchaser in its sole discretion and, as to any agreement, document or instrument specified below, each in form and substance reasonably satisfactory to the Administrative Agent’s and each Purchaser in its sole discretion:
(a) The Administrative Agent shall have received each of the following:
(i) An executed counterpart of this Agreement, the CACI Performance Undertaking and the Intercreditor Agreement.
(ii) An executed Account Control Agreement with respect to each Seller Account relating to the Initial Sellers.
(iii) Certified copies of resolutions of CACI and each Initial Seller authorizing this Agreement and the other Purchase Documents and authorizing a person or persons to sign those documents including any subsequent notices and acknowledgements to be executed or delivered pursuant to this Agreement, the other Purchase Documents and any other documents to be executed or delivered by each Initial Seller pursuant hereto or thereto.
(iv) Opinions of counsel to CACI and each Initial Seller, including opinions with respect to due organization and good standing of each such Person, due authorization, execution and delivery of this Agreement and the other Purchase Documents entered into on or about the date hereof by such Person, validity and enforceability of this Agreement and the other Purchase Documents with respect to such Person, non-contravention of organizational documents, material agreements and law, no consents, creation of security interest and perfection of security interest (including perfection by control with respect to each Seller Account), and such other matters as the Administrative Agent and the Purchasers may reasonably request.
(v) An officer incumbency and specimen signature certificate for CACI and each Initial Seller.
(vi) Organizational documents of CACI and each Initial Seller certified by the applicable governmental authority (as applicable), and evidence of good standing (as applicable).
(vii) Opinions of counsel to CACI and each Initial Seller with respect to true sale matters.
(viii) Evidence of the existence of each Seller Account relating to the Initial Sellers.
(ix) A certification that each Initial Seller has instructed each Approved Obligor to pay all amounts owing on Receivables only to the applicable Seller Account.
Conditions Precedent to the Closing Date. The obligations of each L/C Issuer and each Lender to make the initial Credit Extensions on the Closing Date (if any) shall, in each case, be subject to the following conditions:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or “pdf” or similar electronic format (followed promptly by originals) unless otherwise specified, each properly executed by an Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent:
(i) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two Business Days prior to the Closing Date;
(ii) executed copies of (x) this Agreement, and (y) each Security Document set forth on Schedule 4.01(a)(ii), executed by each Loan Party thereto, together with:
(A) evidence that all filings under the UCC shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; and
(B) any other documents and instruments as may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent valid and subsisting first priority perfected Liens on the properties purported to be subject to the Security Documents set forth on Schedule 4.01(a)(ii), enforceable against all third parties in accordance with their terms;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Officer thereof authorized to act as an Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party;
(iv) an opinion from (A) Milbank LLP, counsel to the Loan Parties, and (B) local or other counsel in each of the jurisdictions listed on Schedule 4.01(a)(iv), in each case as reasonably requested by the Administrative Agent, in the case of each of clauses (A) and (B), in form and substance reasonably satisfactory to the Administrative Agent;
(v) a certificate attesting to the Solvency of the Borrower and its Subsidiaries (taken as a whole) on the Closing Date after giving effect to the Transactions, from the Chief Financial Officer of the Borrower, substantially in the form attached hereto as Exhibit J;
(vi) a certificate attesting to the compliance with clauses (d), (e), (f) and (h) of this Section 4.01 on the Cl...
Conditions Precedent to the Closing Date. The obligations of the Lenders to make Loans on the Closing Date are subject to the satisfaction (or waiver in accordance with Section 10.01) of the following conditions precedent not later than the Commitment Termination Date:
(a) The Effective Date shall have occurred.
(b) The EOne Acquisition shall have been (or substantially concurrently with the funding of the Loans, shall be) consummated in all material respects in accordance with the EOne Acquisition Agreement, and no provision of the EOne Acquisition Agreement (as in effect on August 22, 2019) shall have been amended or modified by the Borrower, and no condition therein shall have been waived or consent granted or request made by the Borrower, in each case, in any respect that is materially adverse to the Lenders in their capacities as such without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld or delayed); provided, that (i) any increase in the purchase price in the EOne Acquisition Agreement shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent if such purchase price increase does not exceed 10.0% in aggregate (other than increases in the purchase price in the form of common stock of the Borrower, which shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent), (ii) no decrease below the purchase price in the EOne Acquisition Agreement shall, in and of itself, be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent, but, to the extent in cash and after giving effect to the applicable mandatory prepayment and commitment reduction provisions of the Bridge Facility, shall reduce the dollar equivalent amount (as reasonably determined by the Administrative Agent) of the Commitments, allocated pro rata between each Class and (iii) any such amendment, modification or waiver with respect to (x) Section 3.1(n)(1) or Section 6.2(b)(i) (insofar as it relates to such Section 3.1(n)(1)) of the EOne Acquisition Agreement or (y) the definition of “Material Adverse Effect” contained in the EOne Acquisition Agreement, in each case, shall be deemed materially adverse to the Lenders.
(c) Since August 22, 2019, there shall not have been or occurred any Material Adverse Effect (as defined in the EOne Acquisition Agreement as in ef...
Conditions Precedent to the Closing Date. This Agreement shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 11.02).
(a) The Administrative Agent (or its counsel) shall have received from each party thereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing Date.
(c) The Administrative Agent shall have received certified copies of the resolutions of the Board of Directors of each Loan Party approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreement.
(d) The Administrative Agent shall have received from each Loan Party, to the extent generally available in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (i) listing the charters of each Loan Party, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formation.
(i) The Administrative Agent shall have received a certificate or certificates of each of each Loan Party, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date, certifying as to (A) the absence of any amendments to the charter of such Loan Party, as the case ma...
Conditions Precedent to the Closing Date. The obligations of the Lenders to extend Loans in respect of the Commitments on the date of the first Borrowing hereunder are subject to the satisfaction of the following conditions precedent:
Conditions Precedent to the Closing Date. The obligation of the Lenders to execute this Agreement and make any requested Loans on the Closing Date is subject to the prior satisfaction of each of the following conditions (unless waived in writing by Administrative Agent with the consent of the Lenders):
Conditions Precedent to the Closing Date. The obligation of the Lenders to make the Initial Loan and the obligation of the Facing Agent to issue and the Lenders to participate in Letters of Credit under this Agreement were subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (capitalized terms used in this Article but not defined herein have the meanings ascribed to such terms in this Agreement prior to giving effect to the Third Amendment):
Conditions Precedent to the Closing Date. The occurrence of the Closing Date is subject to the satisfaction of the following conditions precedent:
Conditions Precedent to the Closing Date. The effectiveness of this Agreement and the obligation of each Lender to make the initial extensions of credit on the Closing Date as provided for under this Agreement is subject to the fulfillment, to the satisfaction (or waiver) of Agent and each Lender, of each of the conditions precedent set forth on Schedule 3.1 (the delivery of a Lender’s signature page to this Agreement being conclusively deemed to be its satisfaction or waiver of the conditions precedent).
Conditions Precedent to the Closing Date. On the Closing Date, the conditions set forth in Section 4.1 of the Restatement Agreement.