Conditions to the Occurrence of the Closing Date. The Closing Date shall not occur, and neither Borrower nor Lender shall have any rights or obligations under this Agreement until the following conditions have been satisfied or provided for in a manner satisfactory to Lender, in Lender’s sole discretion, or waived in writing by Lender: (a) This Agreement or counterparts hereof shall have been duly executed by, and delivered to, Borrower and Lender; and Lender shall have received such documents, instruments, agreements, certificates, and legal opinions as Lender shall request in connection with the transactions contemplated by this Agreement and the other Loan Documents, including all those listed in the Schedule of Documents as required to be delivered on or before the Closing Date, each in form and substance satisfactory to Lender. (b) The representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects. (c) No Default or Event of Default shall have occurred and be continuing, nor shall either result from the occurrence of the Closing Date. (d) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the occurrence of the Closing Date shall have been issued and remain in force by any Governmental Authority against Borrower, Great American, Lender, or any of their Affiliates. (e) No Material Adverse Effect shall have occurred nor shall result from the occurrence of the Closing Date. (f) Lender shall have received (i) satisfactory evidence that Borrower and Great American have obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the other Loan Documents, or (ii) an officer’s certificate in form and substance satisfactory to Lender affirming that no such consents or approvals are required. (g) The organization and capital structure of Borrower shall be acceptable to Lender in its sole discretion. (h) No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, or which is related to or arises out of, this Agreement or any of the other Loan Documents or the consummation of the transactions contemplated thereby and which, in Lender’s sole judgment, would make it inadvisable to consummate the transactions contemplated by this Agreement or any of the other Loan Documents. (i) Lender shall have received all necessary credit committee and other internal approvals required for their execution and delivery of the Loan Documents and shall have completed preliminary business, legal, and collateral due diligence, including (i) all requirements related to the Patriot Act, anti-money laundering rules and regulations, and all other “know your customer” requirements with respect to Borrower and Great American and their Affiliates; and (ii) a preliminary collateral audit and review of Borrower’s Books and verification of Borrower’s representations and warranties to the Lender, the results of which shall be satisfactory to Lender. (j) Lender shall have received a preliminary reference check with respect to Borrower’s senior management, the results of which are satisfactory to Lender in its sole discretion. (k) Borrower shall have paid all Lender Expenses, including without limitation the fees and expenses of Lender’s legal counsel, incurred in connection with the transactions evidenced by this Agreement. (l) Lender shall have received evidence satisfactory to it that each of Borrower and Great American has received all consents, licenses, approvals or evidence of other actions required by any Person, including any Governmental Authority, in connection with the execution and delivery by such Borrower or Great American of this Agreement or any other Loan Document to which such Person is a party or with the consummation of the transactions contemplated hereby or thereby. (m) All other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance satisfactory to Lender.
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Conditions to the Occurrence of the Closing Date. The Closing Date shall not occur, and neither Borrower nor Lender shall have any rights or obligations under this Agreement until the following conditions have been satisfied or provided for in a manner satisfactory to Lender, in Lender’s sole discretion, or waived in writing by Lender:
(a) This Agreement or counterparts hereof shall have been duly executed by, and delivered to, Borrower and Lender; and Lender shall have received such documents, instruments, agreements, certificates, agreements and legal opinions as Lender shall request in connection with the transactions contemplated by this Agreement and the other Loan Documents, including all those listed in the Schedule of Documents as required to be delivered on or before the Closing Date, each in form and substance satisfactory to Lender.
(b) The representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects.
(c) No Default or Event of Default shall have occurred and be continuing, nor shall either result from the occurrence of the Closing Date.
(d) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the occurrence of the Closing Date shall have been issued and remain in force by any Governmental Authority against Borrower, Great American, Lender, or any of their Affiliates.
(e) No Material Adverse Effect shall have occurred nor shall result from the occurrence of the Closing Date.
(f) Lender shall have received (i) satisfactory evidence that Borrower and Great American have obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the other Loan Documents, or (ii) an officer’s certificate in form and substance satisfactory to Lender affirming that no such consents or approvals are required.
(gc) The organization and capital structure of Borrower shall be acceptable to Lender in its sole discretion.
(hd) No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, or which is related to or arises out of, this Agreement or any of the other Loan Documents or the consummation of the transactions contemplated thereby and which, in Lender’s sole judgment, would make it inadvisable to consummate the transactions contemplated by this Agreement or any of the other Loan Documents.
(i) Lender shall have received all necessary credit committee and other internal approvals required for their execution and delivery of the Loan Documents and shall have completed preliminary business, legal, and collateral due diligence, including (i) all requirements related to the Patriot Act, anti-money laundering rules and regulations, and all other “know your customer” requirements with respect to Borrower and Great American and their Affiliates; and (ii) a preliminary collateral audit and review of Borrower’s Books and verification of Borrower’s representations and warranties to the Lender, the results of which shall be satisfactory to Lender.
(j) Lender shall have received a preliminary reference check with respect to Borrower’s senior management, the results of which are satisfactory to Lender in its sole discretion.
(k) Borrower shall have paid all Lender Expenses, including without limitation the fees and expenses of Lender’s legal counsel, incurred in connection with the transactions evidenced by this Agreement.
(l) Lender shall have received evidence satisfactory to it that each of Borrower and Great American has received all consents, licenses, approvals or evidence of other actions required by any Person, including any Governmental Authority, in connection with the execution and delivery by such Borrower or Great American of this Agreement or any other Loan Document to which such Person is a party or with the consummation of the transactions contemplated hereby or thereby.
(m) All other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance satisfactory to Lender.
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