Conditions Subsequent to the Closing Clause Samples

Conditions Subsequent to the Closing. Not less than ten (10) days subsequent to the Company’s filing of a Schedule 14f-1 Information Statement: (a) The Company’s sole director, Ms. ▇▇▇▇▇▇ ▇▇▇▇▇, shall submit her resignation as a director of the Company; and (b) The Company shall appoint ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ to the board of directors of the Company.
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Conditions Subsequent to the Closing. The Company shall deliver to the Buyers, not later than thirty (30) days following the Closing Date, a mortgage, in form and substance reasonably satisfactory to the Buyers, covering all of the Company’s right, title and interest in and to the real property listed on Schedule 4(w), together with all improvements located thereon (collectively, the “Property”), duly executed by the Company (the “New Mortgage”), together with, at the request of the Buyers, a current title search report, a title insurance policy, evidence of insurance, a current survey of the Property, and a current appraisal of the Property.
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Conditions Subsequent to the Closing. The Company shall deliver to the Buyers not later than thirty (30) days following the Closing Date: (i) such depository account, blocked account, lockbox account and similar agreements and other documents, each in form and substance reasonably satisfactory to the Senior Agent, as the Senior Agent may request with respect to the cash management system of the Company and the Existing Subsidiaries. (ii) a mortgage, in form and substance reasonably satisfactory to the Buyers, covering all of the Company's right, title and interest in and to the real property located in the ▇▇▇▇▇▇▇▇ Research Park West in Huntsville, Madison County, Alabama, together with all improvements located thereon (collectively, the "PROPERTY"), duly executed by the Company (the "NEW MORTGAGE"), subject only to the items set forth on Schedule 8(b), together with, at the request of the Buyers, a current title search report, a title insurance policy, evidence of insurance, a current survey of the Property, and a current appraisal of the Property; (iii) UCC-1 Financing Statements naming the Buyers as secured parties covering all fixtures, furniture, furnishings, equipment, machinery, goods, general intangibles, money, insurance proceeds, contract rights, option rights, inventory, all refundable, returnable or reimbursable fees, deposits or other funds or evidences of credit or indebtedness deposited by or on behalf of the Company with any governmental agencies, boards, corporations, providers of utility services, public or private, including all refundable, returnable or reimbursable tap fees, utility deposits, commitment fees and development costs, and all other personal property of any kind or character, which are now or hereafter located or to be located upon, within or about the Property, or which are or may be used in or related to the planning, development, financing or operation of the Property, together with all accessories, replacements and substitutions thereto or therefor and the proceeds thereof; (iv) all required consents to or approvals of the execution and delivery by the Company of the New Mortgage, including, without limitation, the written consent of (i) Regions Bank, and (ii) The Industrial Development Board of the City of Huntsville; (v) the opinion of local Alabama counsel for the Company, addressed to each Buyer, with respect to the enforceability and perfection of the New Mortgage and any related fixture filings in form and substance reasonably satisfactory to the Buye...
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Conditions Subsequent to the Closing. Each of the following constitutes conditions subsequent to the Agreement (the failure by the Issuer to perform or cause to be performed such conditions subsequent constituting an immediate Event of Default): (a) [Intentionally omitted].
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Conditions Subsequent to the Closing. This Loan Agreement is subject to the conditions subsequent that the Lender shall have received on or before sixty (60) days after the Closing Date all of the following, in form and substance satisfactory to the Lender and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, legal counsel for the Lender: (a) The Collateral Pledge Agreement as described in Section 3.5 hereof duly executed and delivered by either ▇▇▇ ▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇, should either exercise their option to purchase up to 5% of the issued and outstanding shares in UFEC from each of ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as represented by the Collateral Pledge Agreement identified as Exhibit "T5", ALONG WITH all of ▇▇▇ ▇▇▇▇▇'▇ or ▇▇▇▇ ▇▇▇▇'▇ issued and outstanding stock of UFEC, should either exercise their option, with an executed Blank Stock Power for each of either ▇▇▇ ▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇, in substantially the form as the attached Exhibit "US"; (b) To the extent not provided at closing pursuant to Section 7.1(p) above, the Assignment of Life Insurance on Individual Guarantors as described in Section 3.7 hereof, duly executed and delivered by UFEC or each such Individual Guarantor; (c) To the extent not provided at closing pursuant to Section 7.1(r) above, Certificates of Insurance evidencing the insurance policies and coverage maintained as required in Sections 5.1.3 and 5.2.3 hereof and reflecting the Lender as loss-payee thereunder; (d) To the extent not provided at closing, all original Certificates of Title of motor vehicles of Borrowers which reflect Lender as the first and prior lienholder thereon; (e) To the extent not provided at closing, such remedial real estate filings as are reasonably necessary in the opinion of Lender's counsel to provide Lender with a first priority lien on real property and improvements of EWC and FFI, and a first priority security interest in the fixtures located therein or thereon, and a first priority lien in the leasehold interest and leasehold improvements of EWC and FFI, and a first priority security interest in the fixtures located therein or thereon, with regard to that property set forth on Exhibits K, L, M, & N hereof, as specified in Section 3.1 of this Agreement, and if appropriate, endorsements to the Title Policy pursuant to the terms specified in Section 7.1 (aa) (ii) above.
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Conditions Subsequent to the Closing. The obligation of Lender to ------------------------------------ continue to make Advances (or otherwise extend credit hereunder) from and after the date of the satisfaction of each of the conditions set forth in Section 3.1 ----------- is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Parent and Borrower to so perform or cause to be performed constituting an Event of Default): (a) within 30 Business Days of the consummation of the Restructuring, Lender shall have received updated copies of Schedules 5.8(b), 5.8(d) and 5.20, and any other Schedule which has materially changed since the date hereof as a result of the Restructuring; (b) On or before June 15, 2001, Lender shall have received such evidence as Lender may require demonstrating that Parent has remitted all funds previously held by Existing Lender as cash collateral for the obligations of Parent to Existing Lender that were repaid with the proceeds of the initial extension of credit hereunder to the Chase Control Agreement; (c) On or before June 15, 2001, Lender shall have received such Cash Management Agreements and additional Control Agreements as Lender may required, each such Cash Management Agreement and additional Control Agreement shall have been duly executed by each of the parties thereto and be in full force and effect.
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Conditions Subsequent to the Closing. The following conditions subsequent shall be satisfied after the Closing: 2.4.1 VPSI agrees to make a capital contribution to VPI in the amount of $5,000,000 immediately following the Closing. 2.4.2 Contingent upon the closing of the sale of 500,000 shares of Common Stock to Iams, at the next annual meeting of the shareholders of VPSI which shall not be later than two months following the Closing, SIC agrees to vote it shares of Common Stock of VPSI to ratify the adoption of the Stock Option Plan. 2.4.3 Contingent upon the closing of the sale of 500,000 shares of Common Stock to The Iams Company, at the next annual meeting of the shareholders of VPSI, SIC agrees to vote of its shares of Common Stock of VPSI to approve an amendment to the Amended and Restated Articles of Incorporation of VPSI, a copy of which are attached hereto as Exhibit "L" (the "Proposed VPSI Articles"), to eliminate the Series A Preferred Stock and the Series B Preferred Stock. 2.4.4 As soon as practicable after the Closing, VPSI and SIC agree to use their mutual best efforts to allow SIC to obtain a release from the DOI from its capital surplus guarantee as set forth in the letter from SIC to the DOI dated December 27, 1999.
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Conditions Subsequent to the Closing. (a) The Parties agree that subsequent to the Closing, Multipack agrees to assign to CMF the licenses to: (i) produce REF - PET, granted by Continental Pet Technologies Inc. (hereinafter, "CPT") to The Coca-Cola Company (hereinafter, "TCCC") and sublicensed by the latter to Multipack, and (ii) produce PET Containers with Multilayer technology granted by CPT to Multipack; on substantially the same terms and conditions maintained by Multipack (including its accessory agreements and understandings). (b) The foregoing is also valid for the assignment of the lease agreement of the injection moulds of preforms for REF - PET owned by Coca Cola Chile S.A. in favor of Multipack, which shall also have to be transferred (together with the assignment of the sublicense of subparagraph a) (i) above), to be used by CMF in substantially the same terms and conditions granted by Coca Cola Chile S.A. to Multipack (including its accessory agreements and understandings). (c) It is expressly acknowledged that both CPT and TCCC have given their approval in principle to this association, as it appears from the letters that are attached as Annex 2.7 to this Agreement. In addition, the Parties agree that in order to materialize the foregoing, among other things, a letter substantially in the form of the draft enclosed in said Annex 2.7 shall be sent to Coca Cola de Chile S.A. (d) The Company shall have to assume the responsibilities and obligations under all the services and supply contracts regarding inputs and raw materials that Multipack may have outstanding as of the Date of the Closing, which are detailed in Annex 2.5.
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Conditions Subsequent to the Closing. The following conditions subsequent shall be satisfied after the Closing: 2.4.1 VPSI agrees to make a capital contribution to VPI in the amount of $6,000,000 immediately following the Closing. 2.4.2 At the next annual meeting of the shareholders of VPSI, which shall not be later than two months following the Closing, VPSI agrees to solicit the vote of the shareholders of VPSI to ratify the adoption of the Stock Option Plan. 2.4.3 At the next annual meeting of the shareholders of VPSI, VPSI agrees to solicit the vote of the shareholders to approve an amendment to the Amended and Restated Articles of Incorporation of VPSI, a copy of which are attached hereto as Exhibit "L" (the "Proposed VPSI Articles"), to eliminate the Series A Preferred Stock and the Series B Preferred Stock.
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Related to Conditions Subsequent to the Closing

  • 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 Closing Date from an Officer of the Borrower; and (vii) if any Loans are to be made on the Closing Date, a Committed Loan Notice pursuant to Section 2.02. (b) All reasonable fees and out-of-pocket expenses due and payable to the Lenders, the Arrangers and the Administrative Agent and required to be paid on or prior to the Closing Date pursuant to Agency Fee Letter shall have been paid or shall have been authorized to be deducted from the proceeds of the initial funding under the Facilities, so long as any such fees or expenses not expressly set forth in the Agency Fee Letter have been have been invoiced not less than three business days prior to the Closing Date. (c) The Administrative Agent and the Lenders shall have received at least three Business Days prior to the Closing Date, to the extent requested in writing at least seven Business Days prior to the Closing Date, all documentation and other information that the Administrative Agent and the Lenders reasonably determine is necessary in order to allow the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act and the Beneficial Ownership Regulation. (d) The representations and warranties of the Borrower and each other Loan Party contained in Article 5 hereof shall be true and correct in all material respects; provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects. (e) There has been no change, occurrence or development since September 30, 2020 that could reasonably be expected to have a Material Adverse Effect. (f) At the time of and immediately after giving effect to the Transactions, no Default shall have occurred and be continuing. (g) [Reserved]. (h) Prior to or substantially concurrently with the Closing Date, (i) the 2026 Senior Secured Notes shall have been issued and (ii) the Existing Credit Agreement shall have been paid off in full and terminated and all liens thereunder shall have been released pursuant to a customary payoff letter reasonably satisfactory to the Administrative Agent.

  • Conditions Precedent to the Closing The obligations of each Noteholder to consummate the transactions contemplated by the Transaction Documents are subject to the satisfaction or waiver by the Required Noteholders on the Closing Date of each of the following conditions precedent: (a) The Noteholders or their counsel shall have received a notice of closing (the “Notice of Closing”) in the form of Schedule 7.2(a) at least five Business Days prior to the Closing, or such shorter period as the Company and the Required Noteholders shall agree. (b) The Company shall have duly issued and delivered to such Noteholder or their counsel, in accordance with ARTICLE II, the Amended Notes and New Warrants to be delivered to such Noteholder at the Closing. (c) Each of the Transaction Documents shall be in full force and effect and no term or condition thereof shall have been amended, waived or otherwise modified without the prior written consent of the Required Noteholders. (d) The representations and warranties of the Company set forth in ARTICLE V shall be true and correct as of the Closing with the same effect as though such representations and warranties had been made on and as of the Closing (except where any such representation and warranty speaks by its terms as of a different date, in which case it shall be true and correct as of such date), and such Noteholder shall have received a certificate signed on behalf of the Company by an officer of the Company to such effect. (e) The Company shall have performed all obligations required to be performed by it at or prior to the Closing under the Transaction Documents to which it is a party, and such Noteholder shall have received a certificate signed on behalf of the Company by an officer of the Company to such effect. (f) No Default or Event of Default shall have occurred and be continuing. (g) There is not any litigation or proceeding pending or threatened which seeks to restrain or invalidate the transactions contemplated by this Agreement. (h) The Company shall have delivered, or caused to be delivered, to the Noteholders or their counsel, all such other documents and agreements reasonably requested by the Noteholders in connection with the consummation of the transactions contemplated by this Agreement.

  • Conditions to the Closing Date The obligation of each Lender to make its initial Loans hereunder is subject to satisfaction of the following conditions precedent to the Administrative Agent satisfaction: (a) The Administrative Agent receipt of the following, each of which shall be originals or facsimile or other electronic image transmission (e.g., “PDF” or “TIF” via electronic mail) (followed promptly by originals) unless otherwise specified, each properly executed by a member of the Senior Management of the signing Credit Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Credit Parties, and (B) executed counterparts of each Security Document sufficient in number for distribution to the Administrative Agent and the Credit Parties, and an executed Note for each Lender who requests a Note; (ii) an officer’s certificate of each Credit Party executing a Loan Document, (A) certifying and attaching true, correct and complete copies of: (1) the certificate of formation, certificate of incorporation, articles of incorporation (or such equivalent thereof) of such Credit Party, and, where applicable, certified as of a recent date from the Secretary of State (or applicable Governmental Authority) of the jurisdiction in which such Credit Party is incorporated or formed, (2) the by-laws, limited liability company agreement, articles of association, partnership agreement or other applicable Governing Document of such Credit Party, and (3) the resolutions or votes of the board of directors or board of managers or partners (or equivalent thereof) of such Credit Party, authorizing such Credit Party’s entry into the Loan Documents to which it is a party; and (B) certifying the incumbency of members of the Senior Management of such Credit Party authorized to act in connection with this Agreement and the other Loan Documents to which such Credit Party is a party and providing a specimen signature of such members of the Senior Management of such Credit Party who will be signing Loan Documents on the Closing Date and thereafter; (iii) such documents and certifications as the Administrative Agent may require to evidence that each Credit Party executing a Loan Document is validly existing and in good standing (where applicable) in its jurisdiction of incorporation or formation, as applicable; (iv) a favorable legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Credit Parties, addressed to the Administrative Agent and each Lender, as to matters concerning the Credit Parties and the Loan Documents as the Administrative Agent may reasonably request; and (v) a certificate of a member of the Senior Management of the Borrower certifying that (1) the condition specified in Sections 4.02(b) has been satisfied, (2) there has been no event or circumstance since December 31, 2023 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (3) all consents, licenses, and approvals required in connection with the execution, delivery and performance by each Credit Party and the validity against each Credit Party of the Loan Documents to which such Credit Party is a party have been obtained. (b) The Administrative Agent shall have received duly executed Agency Account Agreements, signed by each of the applicable parties thereto, for each deposit account or securities account required to be subject to an Agency Account Agreement pursuant to the terms of Section 6.16 hereof.

  • 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 Trust Depositor pursuant to this Agreement. (i) The documents, certificates and other items described in Section 2.02 of the Sale and Servicing Agreement, to the extent not already described above.

  • Conditions Subsequent The obligation of the Lender Group (or any member thereof) to continue to make Revolving Loans (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of the conditions subsequent set forth on Schedule 3.6 to this Agreement (the failure by Borrowers to so perform or cause to be performed such conditions subsequent as and when required by the terms thereof (unless such date is extended, in writing, by Agent, which Agent may do without obtaining the consent of the other members of the Lender Group), shall constitute an Event of Default).