Closing Date Borrowing Clause Samples

The Closing Date Borrowing clause defines the terms under which a borrower may draw funds from a lender on the official closing date of a transaction. Typically, this clause outlines the conditions that must be satisfied before the loan is disbursed, such as the delivery of required documents, satisfaction of pre-closing covenants, and confirmation that no default has occurred. Its core practical function is to ensure that both parties are protected and all necessary requirements are met before the loan is funded, thereby reducing the risk of disputes or incomplete transactions at closing.
Closing Date Borrowing. The obligations of the Lenders to make the Term Loan on the Closing Date are subject to each of the following conditions being satisfied on or prior to the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from (i) each party thereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.01) that such party has signed a counterpart of this Agreement; (b) The Administrative Agent shall have received the executed legal opinions of Cravath, Swaine & ▇▇▇▇▇ LLP, special New York counsel to Mylan, in form reasonably satisfactory to the Administrative Agent, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., Associate General Counsel Securities to Mylan, in a form reasonably satisfactory to the Administrative Agent. Mylan hereby requests such counsel to deliver such opinion; (c) The Administrative Agent shall have received such customary closing documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of Mylan, the authorization of the Transactions and any other legal matters relating to Mylan, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel; (d) The Administrative Agent shall have received evidence reasonably satisfactory to it that substantially concurrently with the making of the Term Loan hereunder, all Indebtedness under the Existing Credit Agreement and all other amounts payable hereunder have been paid in full and all commitments to extend credit thereunder shall have terminated; (e) The Administrative Agent shall have received a certificate attesting to the Solvency of Mylan and its Subsidiaries (taken as a whole) on the Closing Date after giving effect to the Transactions, from a Financial Officer of Mylan; (f) The Lenders shall have received on or prior to the Closing Date all documentation and other information reasonably requested in writing by them at least two business days prior to the Closing Date in order to allow the Lenders to comply with the Act; (g) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket ...
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Closing Date Borrowing. The obligation of each Lender to make a Loan on the Closing Date is subject to the occurrence of the Effective Date and satisfaction (or waiver in accordance with Section 13.13) of the following conditions: (a) The Administrative Agent shall have received a certificate from an Authorized Representative of the Borrower certifying as to the satisfaction of the conditions precedent set forth in Sections 7.1(b), 7.1(c), 7.1(d) and 7.1(e) hereof. (b) The Apollo Acquisition shall be consummated substantially concurrently with the borrowing of Loans hereunder in accordance with the Apollo Acquisition Agreement, and the Apollo Acquisition Agreement shall not have been amended or modified by the Borrower, and no condition shall have been waived or consent granted by the Borrower, in any respect that is materially adverse to the Lenders or the Lead Arrangers without the Initial Lead Arrangers’ prior written consent, not to be unreasonably withheld or delayed (it being understood and agreed that (i) any decrease in the cash portion of the consideration for the Apollo Acquisition that is accompanied by a dollar-for-dollar reduction in commitments in respect of the Apollo Bridge Facility (to the extent such commitments are then outstanding), (ii) any decrease in non-cash portion of the consideration for the Apollo Acquisition and (iii) any increase in cash portion of the consideration for the Apollo Acquisition that (x) is funded with the proceeds of an equity issuance or (y) that together with any other such increases (other than increases permitted by the preceding clause (x)) since September 12, 2023 which does not exceed 5% of the purchase price, in each case shall be deemed not to be materially adverse to the Lenders). (c) The Apollo Acquisition Agreement Representations and the Apollo Specified Representations shall be true and correct in all material respects on and as of the Closing Date, except to the extent the same expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein). (d) No Default or Event of Default under Section 9.1(a), 9.1(j) (with respect to the Borrower only) or 9.1(k) (with respect to the Borrower only) has occurred and is continuing or w...
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Closing Date Borrowing. The obligation of each Lender to make a Loan on the Closing Date is subject to the occurrence of the Effective Date and satisfaction (or waiver in accordance with Section 13.13) of the following conditions: (a) Each of the representations and warranties set forth herein and in the other Loan Documents shall be true and correct in all material respects on and as of the Closing Date, except to the extent the same expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein). (b) No Default or Event of Default shall have occurred and be continuing or would occur as a result of the borrowing of Loans hereunder on the Closing Date. (c) The Administrative Agent shall have received the notice required by Section 1.6(a) hereof. (d) The Lead Arranger, the Administrative Agent and the Lenders shall have received all fees and expenses required to be paid on or prior to the Closing Date hereunder and, with respect to expenses, invoiced to the Borrower at least three (3) Business Days prior to the Closing Date. (e) The Administrative Agent shall have received a certificate of an Authorized Representative of the Borrower certifying as to the satisfaction of the conditions precedent set forth in Sections 7.1(a) and 7.1(b) hereof. (f) The Administrative Agent shall have received a solvency certificate from the chief financial officer of the Borrower in the form attached as Exhibit J hereto, certifying that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to the borrowing of Loans hereunder on the Closing Date, are solvent.
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Closing Date Borrowing. The obligations of the Lenders to make Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.2): (a) The Administrative Agent and the Lenders (or their respective counsels) shall have received the following, each of which shall be original, .pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, and each to be in form and substance reasonably satisfactory to the Lenders: (i) a counterpart of this Agreement signed by or on behalf of each party hereto; (ii) a counterpart of the Guaranty Agreement signed by or on behalf of each of the Loan Party and the Administrative Agent; (iii) a certificate of the Secretary or Assistant Secretary of each Loan Party, attaching and certifying copies of its bylaws, partnership agreement or limited liability company agreement, as applicable, and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (iv) certified copies of the articles or certificate of incorporation, certificate of organization, formation or limited partnership, or other registered organizational documents, as applicable, of each Loan Party, together with certificates of good standing or existence (if available in the jurisdiction of organization of the relevant Loan Party), as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party; (v) a favorable written opinion of (a) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, New York counsel to the Loan Parties, and (b) to the extent reasonably requested by the Lenders, local counsel to the Loan Parties in other jurisdictions that may be relevant to this Agreement or any other Loan Document, in each case, addressed to the Administrative Agent and each of the Lenders, covering such matters relating to the Loan Documents as the Lenders may reasonably request; (vi) a certificate, dated the Closing Date and signed by a Responsible Officer, certifying that after giving effect to the Borrowing, (x) the conditions set forth in paragraphs (b), (c), (e), (f), (g) and (h) of this Section 3.1 shall be satisfied, (y) no...
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Closing Date Borrowing. The obligations of the Lenders to make the Loans on the Closing Date are subject to each of the following conditions being satisfied on or prior to the Closing Date: (a) the Effective Date shall have occurred; (b) the Arrangers shall have received a reasonably detailed written funds flow in the form previously provided by the Arrangers, specifying the flows of funds from the Administrative Agent, to the Swap Bank and to the Receiving Agent in connection with the settlement of the Shares; (c) the Offer Effective Date has occurred and the Borrower owns (or immediately after application of the proceeds of the Loans on or within two Business Days of the Closing Date, will own) no less than 90% of the Shares; provided that if the Closing Date shall occur one or more Business Days prior to the Borrower obtaining such ownership, the proceeds of the Loan shall be (i) deposited with a Swap Bank for purposes of converting the funds from Dollars to Swedish kronor (SEK) and (ii) subsequently deposited with a Receiving Agent reasonably satisfactory to the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed); (d) the conditions applicable to the Acquisition contained in the relevant Offer Related Documents have been satisfied or amended or waived in accordance with their terms and the terms of this Agreement or as otherwise agreed by the Arrangers, acting reasonably; (e) the Certain Funds Representations shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on the Closing Date, both before and after giving effect to the funding of the Loans on the Closing Date and no Certain Funds Event of Default shall have occurred and be continuing, both before and after giving effect to the funding of the Loans on the Closing Date; (f) either (i) each of the Contemplated Amendments shall have become effective or (ii) substantially concurrently with the Closing Date, the proceeds of the Tranche B Loans shall be used to repay in full all outstanding loans in respect of the credit facilities in respect of which the Contemplated Amendments shall not have become effective; (g) the Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or pai...
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Closing Date Borrowing. The borrowing of the Second Lien Term Loan shall be made upon the Borrower's irrevocable written notice delivered to the Agent, which notice must be received by the Agent prior to 1:00 p.m. (New York time) on the Closing Date.
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Closing Date Borrowing. The obligations of the Lenders to make the Term Loan on the Closing Date are subject to each of the following conditions being satisfied on or prior to the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from (i) each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.01) that such party has signed a counterpart of this Agreement; (b) The Administrative Agent shall have received the executed legal opinions of (i) Cravath, Swaine & ▇▇▇▇▇ LLP, special New York counsel to the Borrower, in form reasonably satisfactory to the Administrative Agent, (ii) ▇▇▇▇▇▇, ▇▇▇▇▇ & Bockius LLP, special Pennsylvania counsel to the Closing Date Guarantor, and (iii) NautaDutilh N.V., special Dutch counsel to the Borrower, each in a form reasonably satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinions; (c) The Administrative Agent shall have received such customary closing documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing (to the extent such concept is applicable in the relevant jurisdiction) of the Borrower and the Closing Date Guarantor, the authorization of the Transactions and any other legal matters relating to the Borrower, the Closing Date Guarantor, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel; (d) The Administrative Agent shall have received evidence reasonably satisfactory to it that prior to or substantially concurrently with the making of the Term Loan hereunder, all Indebtedness under the Existing Credit Agreements and all other amounts payable thereunder have been paid in full and all commitments to extend credit thereunder shall have terminated. (e) The Administrative Agent shall have received a certificate attesting to the Solvency of the Borrower and its Subsidiaries (taken as a whole) on the Closing Date after giving effect to the Transactions, from a Financial Officer; (f) The Lenders shall have received on or prior to the Closing Date all documentation and other information reasonably requested in writing by them at least two business days prior to the Closing Date in order to allow the Len...
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Closing Date Borrowing 
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Related to Closing Date Borrowing

  • Initial Borrowing Before or concurrently with the initial Borrowing: (a) The Administrative Agent shall have received the favorable written opinion of L▇▇▇▇▇ & W▇▇▇▇▇▇, counsel to Borrower; (b) The Administrative Agent shall have received copies of the Borrower’s (i) Articles of Incorporation, together with all amendments and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary; (c) The Administrative Agent shall have received copies of resolutions of the Borrower’s Board of Directors authorizing the execution and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant Secretary; (d) The Administrative Agent shall have received for each Lender that requests a Note, such Lender’s duly executed Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.9(a) hereof; (e) The Administrative Agent shall have received a duly executed counterpart of this Agreement from each of the Lenders and the Borrower; (f) The Administrative Agent shall have received a duly executed Compliance Certificate containing financial information as of March 31, 2009; (g) Except as set forth on Schedule 6.1, neither the Borrower nor any of its Subsidiaries shall have, during the period from March 31, 2009 to the Closing Date, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than the issuance of commercial paper consistent with past practices; (h) The Borrower shall have paid to the Administrative Agent for the benefit of each Lender the applicable fees for providing its Commitment under this Agreement; (i) The Borrower shall have delivered the SEC Disclosure Documents which Nicor or the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency substituted therefore) or any national securities exchange on or after January 1, 2009; (j) The Credit Agreement, dated as of August 11, 2008, among the Borrower, the Administrative Agent and the other financial institutions party thereto has terminated (upon maturity or otherwise) in accordance with its terms; and (k) The Administrative Agent shall have received such other documents and information as it may reasonably request. By executing this Agreement, the Administrative Agent and each of the Lenders agrees that each condition set forth in this Section 6.1 has been satisfied.

  • Borrowing Upon receipt of Proper Instructions, the Custodian shall deliver securities of a Portfolio to lenders or their agents, or otherwise establish a segregated account as agreed to by the applicable Fund on behalf of such Portfolio and the Custodian, as collateral for borrowings effected by such Portfolio, provided that such borrowed money is payable by the lender (a) to or upon the Custodian's order, as Custodian for such Portfolio, and (b) concurrently with delivery of such securities.

  • Borrowing Date Such Borrowing shall occur on or prior to March 21, 2018.

  • Funding Date Each Lender’s obligations to make any Loan hereunder shall become effective upon the satisfaction or waiver (in accordance with Section 8.02) of the following conditions on or after the Effective Date: (a) The Effective Date shall have occurred; (b) The Acquisition shall have been (or, substantially contemporaneously with the borrowing of the Loans, shall be) consummated in each case in all material respects in accordance with the terms set forth in the Acquisition Agreement after giving effect to any modifications, amendments, supplements, consents, waivers or requests, other than those modifications, amendments, supplements, consents, waivers or requests (including the effects of any such requests) by the Borrower that are materially adverse to the interests of the Lenders (it being understood that any modification, amendment, supplement, consent, waiver or request by the Borrower to the definition of Material Adverse Effect (as defined in the Acquisition Agreement) shall be deemed to be materially adverse to the interests of the Lenders and any consent or request made by the Borrower pursuant to Section 6.15 of the Acquisition Agreement and the Acquired Company’s compliance therewith shall not be deemed to be materially adverse to the interests of the Lenders), unless consented to in writing by the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed); (c) The Administrative Agent shall have received (i) audited consolidated balance sheets and related audited statements of operations, stockholders’ equity and cash flows of the Borrower and the Acquired Company for each of the three fiscal years most recently ended at least 90 days prior to the Funding Date and (b) unaudited consolidated balance sheets and related unaudited statements of operations, stockholders’ equity and cash flows of the Borrower and the Acquired Company for each subsequent fiscal quarter ended at least 45 days prior to the Funding Date; provided that the filing of financial statements complying with the foregoing requirements on Form 10-K or Form 10-Q, as the case may be, by the Borrower or the Acquired Company will satisfy the applicable conditions set forth in this clause (c) of Section 4.

  • Proposed Borrowing This Agreement represents the Borrower’s request to borrow New Term Loans or increase Dollar Revolving Commitments from the New Lenders as follows (the “Proposed Borrowing”): SECTION 1. Business Day of Proposed Borrowing: , SECTION 2. Amount of Proposed Borrowing: $ SECTION 3. Interest rate option: a. ABR Loan(s) b. Eurocurrency Loan(s) with an initial Interest Period of months