Conditions to Initial Closing Clause Samples
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Conditions to Initial Closing. The obligation of each Lender to make the initial Loans, of Administrative Agent to issue any Support Agreements on the Closing Date and of any LC Issuer to issue any Lender Letter of Credit on the Closing Date shall be subject to the receipt by Administrative Agent of each agreement, document and instrument set forth on the Closing Checklist, each in form and substance reasonably satisfactory to Administrative Agent, and to the satisfaction of the following conditions precedent, each to the satisfaction of Administrative Agent and Lenders in their reasonable discretion:
(a) the payment of all fees, expenses and other amounts due and payable under each Financing Document, including, without limitation, the Administrative Agent Fee Letter;
(b) the satisfaction of Agent as to the absence, since March 31, 2006, of any Material Adverse Effect or any event or condition which could reasonably be expected to result in a Material Adverse Effect;
(c) the receipt of the initial Borrowing Base Certificate, prepared as of the Closing Date, which certificate shall evidence immediately available excess borrowing capacity of Revolving Loans of not less than $5,000,000 after giving effect to the initial funding of Loans on the Closing Date and the consummation of the transactions contemplated by the Operative Documents;
(d) M▇▇▇▇▇▇ L▇▇▇▇ shall be satisfied with the results of its legal and business due diligence, which, in the case of business due diligence, shall include audits, appraisals, reports (including, without limitation, environmental reports) and other documentation (including, without limitation, title and survey documentation) with respect to any owned or leased property, communications with management regarding financial performance and financial condition and a field exam (in scope acceptable to M▇▇▇▇▇▇ L▇▇▇▇) of Borrower and Subsidiaries, and Borrower’s and Subsidiaries’ respective operations;
(e) Administrative Agent and the Lenders shall have received and approved all requested financial statements and projections;
(f) intentionally omitted;
(g) all other transactions contemplated to occur in connection with the closing of this loan and letter of credit facility shall have been consummated in accordance with applicable Law and the documentation relating thereto, which shall be satisfactory to Agent and the Lenders in form and substance;
(h) Intentionally omitted;
(i) M▇▇▇▇▇▇ L▇▇▇▇ shall be satisfied that there has been no material adverse change in the c...
Conditions to Initial Closing. Each Purchaser's obligation to purchase and pay for the Notes to be sold to such Purchasers at the Initial Closing is subject to the satisfaction or waiver, prior to or at the Initial Closing, of the following conditions.
Conditions to Initial Closing. 27 5.1 Conditions to Lenders' Obligations..................................................27 5.2 Conditions to Company's Obligations.................................................28
Conditions to Initial Closing. The Investor's obligation to ----------------------------- close on the Initial Closing shall be subject to the fulfillment on or prior to the Initial Closing Date of the following conditions:
(a) The representations and warranties made by the Company and the Founder contained in this Agreement shall be true and correct when made, and shall be true and correct on the Initial Closing Date with the same force and effect as if they had been made on and as of the Initial Closing Date.
(b) The Company and the Founder shall have performed all obligations and conditions herein required to be performed or observed by each of them on or prior to the Initial Closing Date.
(c) The Investor shall have received from the Company and the Founder all items required to be delivered pursuant to Section 2.3 of this Agreement.
(d) The Company shall have obtained all consents, permits and waivers deemed necessary or appropriate for the consummation of the transactions contemplated by this Agreement, including, but not limited to, the requisite approval of the Board of Directors and the shareholders of the Company of: (i) this Agreement; (ii) the Amendment; (iii) the issuance of the Notes, the Warrants, the Preferred Stock, the Conversion Shares and the other Securities; and (iv) the consummation of all other transactions contemplated hereby.
(e) The Amendment shall have been filed with the proper offices of the Secretary of the Commonwealth of the Commonwealth of Pennsylvania.
(f) The Company shall have paid the Investor's legal fees and disbursements of Investor's counsel related to this transaction, in the amount indicated on bills presented to the Company at the Initial Closing.
Conditions to Initial Closing. 3.1 Conditions to the Obligations of the Purchaser, the Purchaser Subsidiary and the Company. The obligations of the Company, the Purchaser and the Purchaser Subsidiary to consummate the Initial Investment are subject to the satisfaction (or, if permitted by Requirements of Law, waiver by each party in each such party’s sole discretion) of the following conditions:
(a) the waiting period (and any extension thereof) applicable to the Initial Investment under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 (and the rules and regulations promulgated thereunder) (the “HSR Act”) shall have been terminated or shall have expired; and
(b) no judgment enacted, promulgated, issued, entered, amended or enforced by any Governmental Authority having jurisdiction over any of the parties hereto or any applicable Requirements of Law (collectively, “Restraints”) shall be in effect enjoining or otherwise prohibiting the Initial Investment.
Conditions to Initial Closing. The several obligations of the Investors to purchase the Notes on the date of the Initial Closing shall be subject to the prior or concurrent satisfaction of each of the conditions precedent set forth in this Section 2.3.
Conditions to Initial Closing. 25 5.1 Conditions to Investors' Obligations......................25 5.2 Conditions to Company's Obligations.......................26
Conditions to Initial Closing. The occurrence of the Initial Closing, the effectiveness of the Initial Lenders’ Initial Commitments, the obligation of each of the Initial Lenders to make available its Initial Advance and the obligation of the Initial Issuing Banks to issue any Letters of Credit on the Initial Closing Date shall be subject to the satisfaction (or waiver by each of the Initial Lenders and each of the Initial Issuing Banks) of each of the conditions precedent set forth in Section 4.1 (Conditions to Initial Closing Date and Initial Advance) of the Common Terms Agreement, which conditions precedent are incorporated by reference and shall apply mutatis mutandis to this Section 7.01 (Conditions to Initial Closing) as if fully set forth herein.
Conditions to Initial Closing. The obligation of each Purchaser to purchase and pay for the Initial Notes and the Warrants to be sold to such Purchaser at the Initial Closing is subject to the satisfaction, at the Initial Closing, of the following conditions:
Conditions to Initial Closing. The obligations of the Company to any Purchaser under this Agreement are subject to the fulfillment, on or before the Initial Closing, of each of the following conditions, unless otherwise waived: