CONDITIONS OF INITIAL EXTENSION OF CREDIT Sample Clauses
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CONDITIONS OF INITIAL EXTENSION OF CREDIT. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Closing Date”) on which the following conditions precedent have been satisfied or waived in accordance with Section 10.01 (and the obligation of each Lender to make an Advance on the occasion of the Initial Extension of Credit hereunder is subject to the satisfaction (or waiver in accordance with Section 10.01) of such conditions precedent before or concurrently with the Closing Date):
(a) The Administrative Agent shall have received the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, with each Loan Document properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent:
(i) Executed counterparts of this Agreement.
(ii) The Notes payable to the order of the Lenders to the extent requested by the Lenders pursuant to the terms of Section 2.18.
(iii) A security agreement in substantially the form of Exhibit D hereto (the “Security Agreement”), duly executed by each Loan Party, together with:
(A) certificates representing the Initial Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Initial Pledged Debt referred to therein, indorsed in blank,
(B) proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary in order to perfect and protect the first priority liens and security interests created under the Security Agreement, covering the Collateral described in the Security Agreement,
(C) completed Lien searches, dated on or before the Closing Date, listing all effective financing statements (according to the applicable filing office) filed in the jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of such financing statements,
(D) the Intellectual Property Security Agreement duly executed by each Loan Party,
(E) evidence of the insurance required by the terms of the Security Agreement,
(F) with respect to any Material Account, a Deposit Account Control Agreement referred to in the Security Agreement, duly executed by the applicable Loan Parties and each Pledged Account Bank ...
CONDITIONS OF INITIAL EXTENSION OF CREDIT. The obligation of Bank to extend any credit contemplated by this Agreement is subject to the fulfillment to Bank's satisfaction of all of the following conditions:
CONDITIONS OF INITIAL EXTENSION OF CREDIT. The obligation of each Lender to make its initial Extension of Credit hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all Lenders (or by Agent with respect to immaterial matters or to items specified in subsection (iv) below with respect to which Borrower has given assurances satisfactory to Agent that they will be delivered promptly following the Closing Date, or by Requisite Lenders with respect to items specified in subsection (v) below), Agent's receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Credit Party, each dated on, or in the case of third-party certificates, recently before the Closing Date and each in form and substance satisfactory to Agent and its legal counsel:
(i) executed counterparts of this Agreement, sufficient in number for distribution to Agent, Lenders and Borrower;
(ii) Notes executed by Borrower in favor of each Lender requesting a Loan Note, each in a principal amount equal to that Lender's Commitment;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Credit Party as Agent may require to establish the identities of and verify the authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer thereof;
(iv) such evidence as Agent may reasonably require to verify that each Credit Party is duly organized or formed, validly existing, in good standing and qualified to engage in business in each jurisdiction in which it is required to be qualified to engage in business, including certified copies of each Credit Party's Organization Documents, certificates of good standing and/or qualification to engage in business, tax clearance certificates, and the like;
(v) the Base Financial Statements, accompanied by (A) a certificate signed by a Responsible Officer of Borrower certifying (1) that the conditions specified in Sections 4.01(c) and (d) have been satisfied and (2) that there has been no event or circumstance since the date of the Base Financial Statements which has a Material Adverse Effect and (B) a review letter by Arth▇▇ ▇▇▇e▇▇▇▇, ▇.L.P. concerning the method of preparation and apparent conformity to GAAP of such Base Financial Statements, which shall be in form and substance acceptable to Agent;
(vi) an opinion of ...
CONDITIONS OF INITIAL EXTENSION OF CREDIT. The obligation of Lenders to extend any credit contemplated by this Agreement is subject to the fulfillment to Administrative Agent’s satisfaction of all of the following conditions:
CONDITIONS OF INITIAL EXTENSION OF CREDIT. The obligation of each Lender to make the initial Extension of Credit is subject to satisfaction of the following conditions precedent:
CONDITIONS OF INITIAL EXTENSION OF CREDIT. The obligation of Bank to extend the initial credit extension contemplated by this Agreement is subject to the fulfillment to Bank’s satisfaction of all of the following conditions:
CONDITIONS OF INITIAL EXTENSION OF CREDIT. The obligations of Lender to make Term Loan C and the Advances and to issue Letters of Credit shall not become effective until the date on which the following conditions shall have been satisfied, and Lender shall have received all of the following, in form and substance reasonably satisfactory to Lender:
(i) executed originals of each of:
(1) this Agreement;
(2) the Line of Credit Note;
(3) the Term Loan C Note;
(4) the Amended and Restated Borrower Security Agreement between Borrower and Lender, the Amended and Restated Guarantor Security Agreement between Blacklist Productions, LLC, Massmarket Media Services, LLC, Psyop Productions, LLC, Influence Content, LLC, Psyop Film and Television, LLC, Persuade Content, LLC, Psyop Filmed Entertainment, LLC, Psyop Games, LLC and Lender;
(5) a Joinder and Confirmation from Blacklist Productions, LLC, Massmarket Media Services, LLC, Psyop Productions, LLC, Influence Content, LLC, Psyop Film and Television, LLC, Persuade Content, LLC, Psyop Filmed Entertainment, LLC and Psyop Games, LLC, to Lender;
(6) a Supplement to Trademark Security Agreement executed by Massmarket Media Services, LLC; and
(7) the certificates and other documents required to be delivered under the Amended and Restated Borrower Security Agreement (collectively, the “Closing Documents”);
(ii) a certificate of the Secretary of each Obligor which shall certify (a) resolutions of the members of each Obligor evidencing approval of each of the Closing Documents to which such Obligor is or will be a party and the other matters contemplated hereby and thereby; (b) the names and true signatures of the officers of such Obligor authorized to sign each of the Closing Documents to which such Obligor is or will be a party and the other documents or certificates to be delivered pursuant to this Agreement by such Obligor or any of its officers; (c) with respect to Borrower and to Guarantors in existence on February 29, 2012, that there has been no change to the Organizational Documents of such Obligors since such date (or, if there has been such change, attaching copies of the amended Organizational Documents);
(iii) certificates of good standing from the Secretary of State of the State of Delaware with respect to the legal existence of each Obligor;
(iv) with respect to Guarantors not in existence on February 29, 2012, (x) a copy of the certificate of formation of each such Guarantor certified by the Secretary of State of the State of Delaware, and (y) a copy of...
CONDITIONS OF INITIAL EXTENSION OF CREDIT. The obligation of Bank to make any loans or extend any credit hereunder is subject to the fulfillment to Bank's satisfaction of all of the following conditions (the date upon which all such conditions are satisfied or waived in writing by the Bank being referred to herein as the "Closing Date"):
CONDITIONS OF INITIAL EXTENSION OF CREDIT. The obligation of Lender to make a Term Loan on the Initial Borrowing Date is subject to the satisfaction of the condition precedent that Lender shall have received on or before such date, the following items in form and substance satisfactory to Lender and its counsel executed where appropriate by a duly authorized officer of Borrower:
CONDITIONS OF INITIAL EXTENSION OF CREDIT. The obligation of each Lender to make its initial Extension of Credit hereunder is subject to satisfaction of the following conditions precedent: