CONDITIONS TO THE OBLIGATIONS OF THE LENDER Clause Samples

CONDITIONS TO THE OBLIGATIONS OF THE LENDER. The obligation of the Lender to make the Loan shall be subject to the satisfaction of the following condition which the Borrower hereby covenants to perform on or prior to the Closing: (a) The execution and delivery to the Lender of the Agreement and the Note; and
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CONDITIONS TO THE OBLIGATIONS OF THE LENDER. The obligations of the Lender to purchase the Note under this Agreement is subject to the fulfillment on or before the Closing of each of the following conditions:
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CONDITIONS TO THE OBLIGATIONS OF THE LENDER. The obligation of the Lenders to purchase the Notes and Warrants is subject to the fulfillment, or the waiver by the Lenders, of each of the following conditions on or before Closing:
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CONDITIONS TO THE OBLIGATIONS OF THE LENDER. 12.1. The Lender may refuse to advance funds under this Financing Agreement unless the Lender has received: (a) an opinion of Bond Counsel, with a reliance letter to the Lender, to the effect that: (i) this Financing Agreement is a valid and legally binding full faith and credit obligation of the Borrower that is enforceable against the Borrower in accordance with its terms subject to customary exceptions; and, (ii) interest paid pursuant to this Financing Agreement is excludable from gross income under the Code; and (iii) interest paid pursuant to this Financing Agreement is exempt from State of Oregon personal income tax. (b) the certificate of a Borrower Official to the effect that: (i) There is no action, suit, proceeding or investigation at law or in equity before or by any court or governmental agency having jurisdiction over the Borrower that is pending or, to the best of the knowledge of the Borrower, is threatened against the Borrower to restrain or enjoin the execution of this Financing Agreement, the adoption of the Resolution, or the collection and application of the funds as contemplated by the Resolution and this Financing Agreement, which, if such matter were adversely decided against the Borrower would, in the reasonable judgment of the Borrower, have a material and adverse effect on the ability of the Borrower to pay the amounts due under this Financing Agreement. (ii) The adoption of the Resolution and the execution and delivery of this Financing Agreement do not and will not conflict in any material respect with or constitute on the part of the Borrower a material breach of or default under any law, charter provision, court decree, administrative regulation, resolution or other agreement or instrument to which the Borrower is a party or by which it is bound. (c) such additional legal opinions, certificates, proceedings, instruments or other documents as the Lender, its counsel or Bond Counsel may reasonably request to evidence compliance by the Borrower with the legal requirements for execution and delivery of this Financing Agreement and the due performance or satisfaction by the Borrower of all agreements then to be performed and all conditions then to be satisfied by the Borrower.
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CONDITIONS TO THE OBLIGATIONS OF THE LENDER. The Lender may refuse to advance funds under this Agreement and the Note unless, on or prior to the date of Closing, the Lender shall have received: 13.1 a certified copy of the duly authorized Resolution, and a signed original copy of this Agreement, the Note, and any other applicable Contract Documents required by the Lender; 13.2 an opinion of Note Counsel to the effect that: (a) the City has duly authorized the execution and delivery of the Agreement and the issuance and sale of the Note and the performance by the City of its obligations under and with respect to the Agreement and the Note, all in accordance with the laws and Constitution of the State of Oregon, the Agreement and the Resolution, and (b) the Resolution, the Agreement and the Note constitute valid and legal obligations of the City payable from the general funds of the City and enforceable in accordance with their respective terms. 13.3 the certificate of a duly authorized officer of the City to the effect that: (a) there is no action, suit, proceeding or investigation at law or in equity before or by any court or government, city or body pending or, to the best of the knowledge of the City, threatened against the City to restrain or enjoin the adoption of the Resolution or the execution and delivery of this Agreement and the Note, or the collection and application of funds as contemplated by this Agreement or the Note, which, in the reasonable judgment of the City, would have a material and adverse effect on the ability of the City to pay the amounts due under the Note, and (b) the adoption of the Resolution and the execution and delivery of this Agreement and the Note does not and will not conflict in any material respect with or constitute on the part of the City a breach of or default under any law, court decree, administrative regulation, resolution, ordinance or other agreement or instrument to which the City is a party or by which it is bound; 13.4 the other Contract Documents and such additional certificates, proceedings, instruments or other documents as the Lender, its counsel or the City’s Note Counsel may reasonably request to evidence compliance by the City with the legal requirements for execution and delivery of this Agreement and the Note and the due performance or satisfaction by the City of all agreements then to be performed and all conditions then to be satisfied by the City.
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CONDITIONS TO THE OBLIGATIONS OF THE LENDER. The obligations of the Lender hereunder shall be subject to the following conditions: (a) All representations and warranties and other statements of the Borrower herein are, at and as of the Closing, shall be true and correct in all material respects; and (b) The Borrower shall have performed all of its obligations hereunder theretofore to be performed.
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Related to CONDITIONS TO THE OBLIGATIONS OF THE LENDER

  • Conditions to the Obligations of the Parties The obligations of each Party to consummate the Transactions shall be subject to the satisfaction or written waiver (where permissible) by the Company and CCTS of the following conditions: (a) the applicable waiting period (and any extension(s) thereof) relating to the Transactions shall have expired or been terminated and any other applicable Consent shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case preventing the consummation of the Transactions, shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under the Securities Act and shall remain in effect with respect to the Registration Statement/Proxy Statement, and no Proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS Shareholder Approval shall have been obtained; (i) Holdco’s initial listing application with Nasdaq in connection with the Transactions shall have been approved such that, immediately following the Closing, Holdco shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco shall not have received any notice of non-compliance therewith, and (iii) the Holdco Shares and Holdco Warrants to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject to official notice of issuance; (f) after giving effect to the Transactions (including the CCTS Shareholder Redemption), Holdco shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders Meeting.

  • Conditions to the Obligations of the Buyer Each and every obligation of the Buyer under this Agreement shall be subject to the satisfaction by the Seller and the Company, on or before the Closing Date, of each of the following conditions unless waived in writing by the Buyer:

  • Conditions to the Obligations of the Company The obligations of the Company to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions:

  • Conditions to the Obligations of the Purchasers The obligation of each of the Purchasers to purchase Shares at the Closing is subject to the fulfillment, or the waiver by such Purchaser, of each of the following conditions on or before the Closing:

  • Conditions to the Obligations of the Purchaser The obligations of the Purchaser to purchase any Notes will be subject to the accuracy in all material respects of the representations and warranties on the part of the Company in Section 1 of this Agreement as of the date of the Terms Agreement and as of the Closing Date for such Notes, to the performance and observance in all material respects by the Company of all covenants and agreements herein contained on its part to be performed and observed and to satisfaction of the following additional conditions precedent in all material respects: (a) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened; (b) To the extent agreed to between the Company and the Purchaser in a Terms Agreement and except to the extent modified by such Terms Agreement, the Purchaser shall have received, appropriately updated, (i) a certificate of the Company, dated as of the Closing Date, to the effect set forth in Section 5(d) (except that (i) such certificate shall also relate to the Time of Sale Prospectus and (ii) references to the Prospectus shall be to the Prospectus as supplemented at the time of execution of the Terms Agreement), (ii) the opinion of counsel for the Company, dated as of the Closing Date, to the effect set forth in Section 5(b), (iii) the opinion of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Purchaser, dated as of the Closing Date, to the effect set forth in Section 5(c), and (iv) letter of the Company’s registered independent public accountants, dated as of the Time of Sale and Closing Date, to the effect set forth in Section 5(e); and (c) Prior to the Closing Date, the Company shall have furnished to the Purchaser such further information, certificates and documents as the Purchaser may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement and an applicable Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement or such Terms Agreement and required to be delivered to the Purchaser pursuant to the terms hereof and thereof shall not be in all material respects reasonably satisfactory in form and substance to the Purchaser and its counsel, such Terms Agreement and all obligations of the Purchaser thereunder and with respect to the Notes subject thereto may be canceled at, or at any time prior to, the respective Closing Date by the Purchaser. Notice of such cancellation shall be given to the Company in writing or by telephone or telegraph confirmed in writing.