Conditions to the Closing Sample Clauses

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 Tr...

Conditions to the Closing. On or before the Closing Date, the Company shall deliver or cause to be delivered the following documents to the Trustee: a. The List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Company. b. A certificate of an officer of the Company substantially in the form of Exhibit E hereto. c. An Opinion of Counsel for the Company substantially in the form of Exhibit F hereto. d. The Trustee's acknowledgement of receipt of the Land-and-Home Contract Files in the form of Exhibit G hereto. e. A letter from Coopers & ▇▇▇▇▇▇▇ LLP or another nationally recognized accounting firm, stating that such firm has reviewed the Contracts on a statistical sampling basis and, based on such sampling, concluding that such Contracts conform in all material respects to the List of Contracts, to a confidence level of 97.5%, with an error rate generally not in excess of 1.8%, specifying those Contracts which do not so conform. f. Copies of resolutions of the board of directors of the Company or of the executive committee of the board of directors of the Company approving the execution, delivery and performance of this Agreement, the creation of the Trust and the transactions contemplated hereunder, certified in each case by the secretary or an assistant secretary of the Company.

Conditions to the Closing. 12 Section 5.01 Conditions to Each Party’s Obligations. 12 Section 5.02 Conditions to Obligations of the Seller. 12 ARTICLE VI TERMINATION 14 Section 6.01 Termination Events. 14 Section 6.02 Effect of Termination. 15 ARTICLE VII MISCELLANEOUS 15 Section 7.01 Waiver; Amendment. 15

Conditions to the Closing. 6.01. Conditions to the Obligations of Each Party ....................36 6.02. Conditions to Obligations of the Company ..........................37 6.03. Conditions to Obligations of the Purchasers ........................37 ARTICLE VII INDEMNIFICATION

Conditions to the Closing. (a) It shall be a condition to the Company's obligation to purchase the Repurchased Stock and Warrants at the Closing that: (i) the representations and warranties of Masco shall be true and correct in all material respects (and by the tendering of the Repurchased Stock and Warrants by Masco at the Closing Masco shall be deemed to have represented and warranted that this is so) and Masco shall have complied in all material respects with all covenants required to be performed prior to the Closing Date; (ii) there is not in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock and Warrants; (iii) the Company shall have obtained any waiver or consent required under the Credit Agreement or shall have obtained substitute financing on terms reasonably acceptable to the Company in order to repurchase the Repurchased Stock and Warrants; (iv) Masco shall have delivered to the Company duly executed amendments to the Corporate Services Agreement, dated as of January 1, 1987, the Corporate Opportunities Agreement, dated as of May 1, 1984, and the Amended and Restated Securities Purchase Agreement, dated as of November 23, 1993, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; (v) Masco shall have delivered to the Company a duly executed termination of the Warrant Agreement, dated as of March 31, 1993, between Masco and the Company; (vi) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇; and (vii) the purchase of the Repurchased Stock and Warrants shall not result in the capital of the Company being impaired under the Delaware General Corporation Law. (b) It shall be a condition to the obligations of Masco to sell the Repurchased Stock and Warrants at the Closing that: (i) the representations and warranties of the Company shall be true and correct in all material respects (and by tendering the Purchase Price at the Closing the Company shall be deemed to have represented and warranted that this is so) and the Company shall have complied in all material respects with all covenants required to be performed prior to the Closing Date; (ii) there is not in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restra...

Conditions to the Closing. The obligation of Lender to make an Advance on the Closing Date is subject to Lender's determination that Borrower has satisfied the following conditions on the Closing Date: (a) The representations and warranties set forth in this Agreement and in the Other Loan Documents are true and correct on and as of the date hereof and are true and correct in all material respects as of the Closing Date and Borrower has performed all obligations required to have been performed by it hereunder prior to Closing Date. (b) Borrower has executed and delivered to Lender (or caused to be executed and delivered to Lender by the appropriate Persons) the following: (i) this Agreement; (ii) the Note; (iii) UCC-1 Financing Statements; (iv) the Guaranty; (v) the Subordination Agreement; (vi) the Pledge Agreement; (vii) the Lock Box Agreement; (viii) the Assignment of Management Services Agreement; (ix) the Assignment of Acquisition Instruments; (x) the Assumption Agreement; (xi) evidence satisfactory to Lender that the transactions contemplated by the Asset Purchase Agreement and the Venture Capital Agreement have been consummated in accordance with the terms of such agreements; (xii) evidence satisfactory to Lender that Borrower is a limited liability company and Guarantor is a corporation duly formed, validly existing and in good standing in the state in which it was formed and in each state in which it is authorized to do business; (xiii) certificates of insurance that evidence the insurance coverage and policy provisions required by this Agreement and in the Loan Documents; (xiv) pay-off letters, UCC Termination Statement and Lien Releases as required to grant Lender a first priority security interest, other than Permitted Liens, in Collateral pledged as security for repayment of the Loan; (xv) signature and incumbency certificate of Borrower and Guarantor; (xvi) certified copies of resolutions of the members of Borrower and the Board of Directors of Guarantor authorizing the execution and delivery of the Loan Documents to be executed by Borrower and Guarantor; (xvii) copies of the Articles of Organization of Borrower and Articles of Incorporation of Guarantor certified by the applicable Secretary of State; (xviii) copies of the Regulations of Borrower and Bylaws of Guarantor certified by an officer thereof; (xix) certified copies of the Asset Purchase Agreement and all documents executed and delivered in connection with the transactions contemplated thereby satisfactory in ...

Conditions to the Closing. 2 SECTION 2.03.

Conditions to the Closing. 8.1 Sequoia's Conditions to the Consolidation and the Liquidation. The obligations of Sequoia to consummate the Closing of the Consolidation and the Liquidation shall be subject to the satisfaction at or prior to Closing of all of the following conditions, any one or more of which may be waived, in whole or in part, by Sequoia: (a) FNB shall have complied in all material respects with each of its covenants and agreements contained herein to be performed at or prior to the Closing Date, and each of the representations and warranties of FNB contained in this Agreement shall be true and correct in all material respects as if made at and as of the Closing Date; (b) FNB shall have delivered to Sequoia a duly authorized and signed officer's certificate, dated as of the Closing Date, certifying (i) as to the matters specified in Section 8.1(a), and that (ii) FNB, to and including the Closing Date, has performed such review of the books, records, files, documentation and accounts of the Branches as FNB has deemed appropriate; (c) All consents, approvals and authorizations required to be obtained prior to the Closing from governmental and regulatory authorities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby to be consummated at the Closing, including the Consolidation, the Liquidation, the Stock Purchase, the Bank Merger and the Branch Authorization, shall have been made or obtained, and shall remain in full force and effect, all waiting periods applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated and all required regulatory filings shall have been made; provided, however, that no governmental or regulatory consent, approval or authorization shall have imposed any condition or requirement that Sequoia in good faith determines to be materially burdensome upon the business of Sequoia or upon the consummation of the transactions contemplated hereby (the satisfaction of all of the foregoing with respect to any such transaction, a "Regulatory Clearance"), and provided further that notwithstanding the foregoing, if a Regulatory Clearance is obtained with respect to the Consolidation and the Liquidation on or before April 15, 2005, Sequoia shall be willing, upon request, to waive each other Regulatory Clearance; (d) There shall not be in effect any nonappealable final order, decree or judgment of any court or governmental body having compet...

Conditions to the Closing. Section 2.03.