Conditions to Purchase Clause Samples
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Conditions to Purchase. The obligations of the Purchaser to purchase and pay for the Certificates being purchased by it hereunder are, at its option, subject to the satisfaction, on or before the Closing Date, of the following conditions:
(a) the representations and warranties of the Trustee and the Settlors contained in the Basic Documents shall be true and correct in all material respects on and as of the Closing Date as if made on and as of such date, except to the extent such representations and warranties expressly relate to a particular date, in which case such representations and warranties shall be true and correct on and as of such date, and the Purchaser shall received a certificate dated the closing date from an officer of each of the Issuer and the Settlors to such effect;
(b) on or prior to the Closing Date, there shall have been delivered to the Purchaser in form and substance satisfactory to the Purchaser copies of (i) the approval given by Banco de México to the Trustee for the creation of the Trust and the issuance of the Certificates thereby and (ii) the approval given by the CNBV for the registration of the Securities with the Special Section of the National Registry of Securities and Intermediaries maintained by the CNBV;
(c) each Basic Document and any other agreements necessary for the consummation of the transactions contemplated hereby and thereby shall have been executed and delivered on or prior to the Closing Date in a form satisfactory to the Purchaser;
(d) at the Closing Date, (i) there shall have been no material adverse change, or any development involving a prospective material adverse change, in the condition (financial or otherwise), business prospects, results of operations or business affairs of the Settlors taken as a whole since December 31, 2004, and (ii) there shall have been delivered to the Purchaser a certificate of each of the Settlors, dated the closing Date, signed by a duly authorized officer thereof to such effect;
(e) the Certificates shall have been executed, authenticated and delivered on or prior to the Closing Date;
(f) on or prior to the Closing Date, there shall have been delivered to the Purchaser, in form and substance satisfactory to the Purchaser, opinions of counsel with respect to such matters as the Purchaser may reasonably request from: (i) Forastieri Abogados, S.C., Mexican counsel to the Purchaser; and (ii) ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ y ▇▇▇▇▇, S.C., Mexican counsel to the Issuer and the Settlors;
(g) on or ...
Conditions to Purchase. The obligations of the Purchaser to purchase any Mortgage Loans on any Closing Date are subject to the satisfaction, as applicable, prior to or on the Initial Closing Date and on such Closing Date (or on such other date as expressly provided for herein) of the following conditions, any of which may be waived in writing by Purchaser:
Conditions to Purchase. The obligation of Holders to exchange their Senior Notes for Series A-1 Preferred Stock pursuant to this Agreement is subject to the receipt by Holders of all of the following documents and satisfaction of the other conditions provided in this Section 3.01, each of which shall be reasonably satisfactory to Holders in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the Company, dated the Closing Date, setting forth (i) resolutions of its board of directors with respect to the authorization of the Company to execute and deliver certificates representing the Series A-1 Preferred Stock, the Exchange Agreement Documents and the Restructuring Documents to which it is a party and to enter into the transactions contemplated in those documents (including, without limitation, the filing of the Certificate of Designations and the issuance of the Series A-1 Preferred Stock in connection with the Exchange), (ii) the officers of the Company who are authorized to sign the Exchange Agreement Documents and the Restructuring Documents to which Company is a party and, (iii) specimen signatures of the authorized officers, (iv) the certificate of incorporation of the Company (which shall include the Certificate of Designations) and the bylaws of the Company (which shall be the Amended and Restated Bylaws in the form attached hereto as Exhibit F), certified as being the true and complete certificate of incorporation and bylaws of the Company, respectively, and (v) the members of the board of directors of the Subsidiaries of the Company which shall be ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇.
(b) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Company and its Subsidiaries.
(c) Certificates representing the Series A-1 Preferred Stock, duly completed, executed and delivered to each Holder, as applicable.
(d) A compliance certificate which shall be substantially in the form attached hereto as Exhibit G, duly and properly executed by a Responsible Officer and dated as of the Closing Date.
(e) Opinions of ▇▇▇▇▇▇ and ▇▇▇▇▇, LLP, counsel to the Company, in form and substance satisfactory to Holders, as to such matters incident to the transactions herein contemplated as Holders may reasonably request.
Conditions to Purchase. The obligations of Purchaser to make its initial purchase of Receivables hereunder shall be subject to RPA Seller delivering to Purchaser on or before the Effective Date such documents, certificates and resolutions that Purchaser is required to deliver to the Certificate Trust Trustee, the Indenture Trustee, any Enhancement Provider or any Rating Agency in connection with the amendment and restatement of the Pooling and Servicing Agreement on the date of this Agreement.
Conditions to Purchase. The obligations of the Agent(s) to purchase Notes as principal under the Distribution Agreement are further subject to the conditions (A) of the accuracy of the representations and warranties, as of the date on which such representations and warranties were made or deemed to be made pursuant to Section 1 on the part of the Company and Trust, herein contained or contained in any certificate of an officer or trustee of the Company or Trust, respectively, delivered pursuant to the provisions hereof and the performance and observance by each of the Trust and the Company of its covenants and other obligations hereunder and (B) that the Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or by any state, and no proceedings for such purpose shall have been instituted or shall be pending or, to the knowledge of the Company or the Trust, threatened by the Commission or any state and any request on the part of the Commission or any state for additional information shall have been complied with to the reasonable satisfaction of counsel to the Agent(s).
Conditions to Purchase. Section 4.01
Conditions to Purchase. The Obligation of the Buyer to purchase the Equipment is subject to the following conditions:
(a) The Buyer shall have received this Agreement, duly executed by the Seller.
(b) The Buyer shall have received the Bill ▇▇ Sale, duly executed by the Seller.
(c) The Buyer shall have received the Lease, duly executed by the Seller.
(d) The Buyer shall have received resolutions of the Board of Directors of the Seller approving and authorizing the execution, delivery and performance by the Seller of this Agreement, the Lease and the notices and other documents to be delivered by the Seller hereunder and thereunder (collectively, the "Sale and Leaseback Documents").
(e) The Buyer shall have received the certificate of title or similar evidence of ownership with respect to each item of Equipment and Uniform Commercial Code financing statements covering the Equipment in form and substance satisfactory to the Buyer, duly executed by the Seller.
(f) No material adverse change has occurred with respect to the business, prospects, properties, results of operations, assets, liabilities or condition (financial or otherwise) of the Seller and its affiliates, taken as a whole, since January 31, 1995.
(g) The Buyer shall have received all warranties and other documentation received or executed by Seller in connection with the original acquisition of the Equipment by the Seller (and by its execution hereof the Seller hereby assigns to the Buyer all such warranties and other Documentation).
(h) The Buyer shall have received such other approvals, opinions or documents as the Buyer may reasonably request.
Conditions to Purchase. Each Investor's obligation to purchase the Securities pursuant to this Agreement is subject to compliance by the Company with its agreements contained herein, and to the satisfaction, on or before the Closing Date, of the following conditions:
Conditions to Purchase. Prior to such solicitation or purchase, as the case may be, other than a purchase by an Agent pursuant to a Terms Agreement:
(i) there shall not have occurred any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, shareholders’ equity or results of operations of the Company and its subsidiaries, otherwise than as set forth or contemplated in the Prospectus, as amended or supplemented at the time of such solicitation or at the time such offer to purchase was made, that, in the judgment of the applicable Agents after consultation with the Company, is material and adverse and that makes it, in the judgment of the applicable Agents, impracticable to market the Notes or deliver Notes to the purchaser on the terms and in the manner contemplated by the Prospectus, as so amended or supplemented; and
(ii) there shall not have occurred any downgrading in the rating of any debt securities of the Company by any “nationally recognized statistical rating organization” (as defined for purposes of Section 3(a)(62) of the 1934 Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); except, in each case described in subparagraph (i) or (ii) above, as disclosed to the Agents in writing by the Company prior to such solicitation or, in the case of a purchaser of Notes, as disclosed to the relevant purchaser before the offer to purchase such Notes was made. The Company acknowledges that the Agents shall not have any duty or obligation to exercise the judgment described in subparagraphs (i) and (ii) above on behalf of any purchaser of Notes other than the Agents. If any condition specified in this Section 5 shall not have been fulfilled when and as required to be fulfilled, this Agreement (or, at the option of the applicable Agents, any applicable Terms Agreement) may be terminated by the Agents by notice to the Company at any time, and any such termination shall be without liability of any party to any other party, except that Sections 4(g), 8, 9, 10, 13, 14, 16 and 18 hereof shall survive any such termination and remain in full force and effect.
Conditions to Purchase. The Investors' several obligations to purchase the Series A Preferred Stock pursuant to this Agreement on the Closing Date are subject to the satisfaction, on or prior to such Closing Date, of the following conditions: