Conditions to Obligations of Lender Sample Clauses

Conditions to Obligations of Lender. The obligations of Lender to purchase the Purchased Securities under this Agreement is subject to the satisfaction or waiver of each of the following conditions:

Conditions to Obligations of Lender. The obligations of the Lender hereunder are subject to the fulfillment, prior to or at the Initial Closing, of each of the following conditions: (a) All authorizations, consents, orders and approvals of regulatory authorities and third parties, if any, necessary for the performance by the Borrower of its obligations under this Agreement shall have been obtained. (b) The representations and warranties of the Borrower contained in this Agreement shall be true and correct in all material respects at the date hereof and at and as of the Initial Closing, with the same force and effect as if made at and as of the Initial Closing Date (except that representations and warranties that by their terms speak as of the Initial Closing Date shall be true and correct as of such date) and the Borrower shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Initial Closing. (c) No action shall have been commenced in a court of competent jurisdiction or by or before any governmental authority against the Borrower, the Lender or the Affiliated Entities seeking to prohibit the transactions contemplated by this Agreement. (d) There shall not have been any material adverse change in the financial condition of the Borrower or the Affiliated Entities since the date hereof. (e) Conditions to the obligations of Apollo at the Initial Closing under the Joint Venture Agreement shall have been satisfied. (f) The Pledge Agreement shall have been entered into by the parties thereto.

Conditions to Obligations of Lender. The obligations of Lender to effect the Exchange Transactions are further subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

Conditions to Obligations of Lender. The obligation of Lender to make the Term Loan hereunder on the Closing Date is subject to the satisfaction of the following conditions precedent on or before the Closing Date:

Conditions to Obligations of Lender. The Lender's Obligations hereunder shall be subject to the satisfaction or waiver by it of the following conditions: (a) Lender shall have received from each party hereto and thereto a counterpart of each of the Transaction Documents signed on behalf of such party. (b) Lender shall have received a favorable written opinion (addressed to Lender and dated the Closing Date) of White & Case LLP, counsel for the Borrower and the Guarantors, substantially in the form of Exhibit B hereto, and of Kulik, Gottesman & Mouton, LLP, substantially in the form of Exhi▇▇▇ ▇ to ▇▇▇ ▇▇▇▇k ▇▇▇▇▇▇se Agreement. The Borrower and the Guarantors hereby request such counsel to deliver such opinion. (c) Lender and its counsel shall have received copies of the following documents: (i) the Certificate of Incorporation of each of the Borrower and each of the Guarantors, certified as of a recent date by the Secretary of State of the state of where such Person is incorporated, and a certificate of such authority dated as of a recent date as to the due incorporation and good standing of the Borrower and each Guarantor and listing all documents of the Borrower and each Guarantor on file with said authority; (ii) a certificate of the Secretary or an Assistant Secretary of each of the Borrower and each of the Guarantors dated the Closing Date certifying: (A) that attached thereto is a true and complete copy of the Bylaws of the Borrower and each Guarantor as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors of the Borrower and each Guarantor authorizing the execution, delivery and performance of the Transaction Documents, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the Transaction Documents; (C) that the Certificate of Incorporation of the Borrower and the Guarantors has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i) above; (D) that the Bylaws have not been amended since the date of the last amendment referred to in such certificate pursuant to subclause (ii)(A) above; and (E) that each officer of the Borrower and the Guarantors executing this Agreement and the other Transaction Documents and any agreement, certificate or instrument furnished pursuant hereto, was, at the respective times of such execution and delivery of such documents, duly elected or...

Conditions to Obligations of Lender. The obligations of the Lender hereunder are subject to the fulfillment, prior to or at the Closing, of each of the following conditions: (a) All authorizations, consents, orders and approvals of regulatory authorities and third parties, if any, necessary for the performance by the Borrower and Brooke (Overseas) of their obligations under this Agreement shall have been obtained. (b) The representations and warranties of the Borrower and Brooke (Overseas) contained in this Agreement shall be true and correct in all material respects at the date hereof and at and as of the Closing, with the same force and effect as if made at and as of the Closing Date (except that representations and warranties that by their terms speak as of the Closing Date shall be true and correct as of such date); and Brooke (Overseas) shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing. (c) No action shall have been commenced in a court of competent jurisdiction or by or before any governmental authority against either the Borrower, the Lender or Brooke (Overseas) seeking to prohibit the transactions contemplated by this Agreement. (d) There shall not have been any material adverse change in the financial condition of the Borrower or Brooke (Overseas) since the date hereof. (e) There shall not have occurred an event or events that has or have a material adverse effect on the operations of the New Factory. (f) Expenditures for the New Factory are within a 10% variance from the Budget. (g) Conditions to the obligations of Apollo at the Initial Subsequent Closing under the Joint Venture-I Agreement shall have been satisfied. (h) Brooke (Overseas) shall have contributed 95.8% of the shares of Ligg▇▇▇-▇▇▇▇▇ ▇▇ the Borrower. (i) The Pledge Agreement shall have been entered into by the parties thereto.

Conditions to Obligations of Lender. In addition to the terms and conditions otherwise contained herein, the obligation of Lender to make the Loan is conditioned on Lender receiving each of the following: (a) This Note and any related documents in the forms approved by Lender (collectively, the “Loan Document”) duly authorized and executed by ▇▇▇▇▇▇▇▇ and any other parties thereto and delivered by Borrower to Lender; (b) Evidence satisfactory to Lender that the obligations of Borrower to Lender pursuant to the Loan Documents are secured by a perfected first-priority security interest (other than Permitted Liens) in the Collateral; (c) Evidence satisfactory to Lender that ▇▇▇▇▇▇▇▇’s D&O liability policy is in full force and effect in an amount and with an insurer acceptable to Lender. (d) Evidence satisfactory to Lender that ▇▇▇▇▇▇▇▇ has not abandoned its patent application(s). (e) ▇▇▇▇▇▇▇▇’s June 2022 company-prepared financial statements, including without limitation a balance sheet, income statement, and statement of retained earnings, and current capitalization table, prepared in each case in form and level of detail reasonably acceptable to Lender. (f) A certificate of officer of ▇▇▇▇▇▇▇▇ in the form approved by ▇▇▇▇▇▇ dated as of the date of this Note, as to: (i) the incumbency and signature of the individual signing this Note to which Borrower is a party, (ii) the adoption and continued effect of resolutions of the directors of Borrower attached thereto, authorizing the execution, delivery and performance of this Note to which Borrower is a party, and (iii) the accuracy of a copy of the certificate of incorporation and the bylaws of Borrower, as amended, attached thereto; and (g) Such other documents and assurances as Lender may reasonably require.

Conditions to Obligations of Lender. The obligations of the Lender to consummate the transactions contemplated by this Agreement at the Closing are subject to the satisfaction on or prior to the Closing of the conditions set forth below, unless waived in writing by such Lender.

Conditions to Obligations of Lender