CONDITIONS TO THE Sample Clauses

CONDITIONS TO THE. Dealer Manager's Obligations. ----------------------------------------------- The obligations of the Dealer Manager hereunder are subject, during the term of this Agreement and the Offering, to the conditions that: (a) at the effective date of the Registration Statement and thereafter during the term of this Agreement while any Units remain unsold, the Registration Statement shall remain in full force and effect authorizing the offer and sale of the Units; (b) no stop order suspending the effectiveness of the Offering or other order restraining the offer or sale of the Units shall have been issued nor proceedings therefore initiated or threatened by any state regulatory agency or the SEC; and (c) the Participating Broker shall have satisfactorily performed all of its obligations hereunder.

CONDITIONS TO THE. MERGER 6.1 Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following conditions: (a)

CONDITIONS TO THE. Funding on each Subsequent Borrowing Date (a) ThermaClime shall deliver to the Payment Agent a certificate of each Loan Party signed by a Responsible Officer of that Loan Party and dated as of the Subsequent Borrowing Date, (a) certifying and attaching the resolutions adopted by that Loan Party approving or consenting to the Facility Increase, (b) in the case of the Borrowers, certifying that, after giving effect to the Facility Increase and as of the Subsequent Borrowing Date, (i) the representations and warranties contained in Article V or any other Loan Documents, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects, except to the extent that those representations and warranties relate to an earlier date, in which case they shall be true and correct in all material respects as of that earlier date, (X) no Default or Event of Default has occurred and is continuing under the Agreement or under any of the other Loan Documents, or (Y) exists, or would result from the making of the Facility Increase or from the application of the proceeds thereof, and (iii) there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (b) no optional prepayment of the Term Loans pursuant to Section 2.02(b) shall have occurred; (c) the Borrowers shall have paid all fees then due and payable and reasonable out-of-pocket expenses incurred by the Agents and their respective Affiliates (including the reasonable fees, charges and disbursements of counsel for each Agent), in connection with the Facility Increase provided for herein and the preparation, negotiation, execution, delivery, and administration of the Joining Lender Agreement; (d) the Payment Agent’s receipt of endorsements to each of the Policies that are in form and substance acceptable to the Payment Agent, in its sole discretion, that provide for the increase in the coverage by the sum of all Nominal Facility Increase Amounts related to the Facility Increase Amounts to be advanced on that Subsequent Borrowing Date, and that cover such other matters as reasonably requested by the Payment Agent, and such other agreements or further assurances as the Payment Agent, the title company, or any Governmental Authority may require in connection therewith; (e) the Payment Agent sha...

CONDITIONS TO THE. MERGER Section 7.01. Conditions to the Merger.................................... 31 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER Section 8.01. Termination................................................. 32 Section 8.02. Effect of Termination....................................... 33 Section 8.03. Fees........................................................ 33 Section 8.04. Amendment................................................... 34 Section 8.05. Waiver...................................................... 34

CONDITIONS TO THE. MERGER 6.1 Conditions to Obligations of Each Party to Effect the Merger............................ 54 6.2 Additional Conditions to Obligations of OSI.. 55 6.3 Additional Conditions to the Obligations of LRC and Merger Sub............................................. 55 ARTICLE 7

CONDITIONS TO THE. Obligations of FSSB under this Agreement. The obligations of FSSB under this Agreement shall be further subject to the satisfaction of the conditions set forth in Sections 9.3(a) through 9.3(f) at or prior to the Closing Date, which shall be waiveable by FSSB:

CONDITIONS TO THE. Merger if the Conditions to --------------------------------------------- the Offer are not Satisfied or Waived. If the conditions to the Offer set forth ------------------------------------- on Annex A have not been satisfied or, where permitted, waived, the respective obligations of Parent and Purchaser, on the one hand, and the Company, on the other hand, shall be subject to the satisfaction, or, where permitted, waived, at or prior to the Effective Time of the conditions set forth in subsections (a) and (b), respectively, of this Section 7.02.

CONDITIONS TO THE. Merger If Offer Conditions Have ------------------------------------------------- Been Satisfied or Waived...........................28 ------------------------ SECTION

CONDITIONS TO THE. Merger If Offer Conditions -------------------------------------------- Have Been Satisfied or Waived. If the conditions to the Offer set forth on Annex ----------------------------- A have been satisfied or, where permitted, waived, the respective obligations of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions: