Conditions Precedent at Closing Date Clause Samples

Conditions Precedent at Closing Date. The obligation of the Lenders to make Loans, and of any LC Issuer to issue Letters of Credit, on the Closing Date is subject to the satisfaction (or waiver thereof in accordance with Section 11.12) of each of the following conditions on or prior to the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) otherwise, written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent, the Lenders and the LC Issuers and dated the Closing Date) of each of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, Delaware, New York and Texas counsel for the Loan Parties and (ii) ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, Alaska and Washington counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent. The Borrower hereby requests counsel to deliver such opinions. (c) The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit E with appropriate insertions, or otherwise in form and substance reasonably satisfactory to the Administrative Agent, executed by any Responsible Officer of such Loan Party, and including or attaching the documents referred to in paragraph (d) of this Section 4.01. (d) The Administrative Agent shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority, (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party, (iii) copies of resolutions of the board of directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of Loan Documents to which it is a party, certified as of the Closing Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or ...

Conditions Precedent at Closing Date. This Agreement shall become effective upon the satisfaction of each of the following conditions:

Conditions Precedent at Closing Date. The obligation of the Lenders and the Swing Line Lender to make Loans is subject to the satisfaction of each of the following conditions on or prior to the Closing Date:

Conditions Precedent at Closing Date. The occurrence of the Closing Date, and the obligation of the Lenders to make Initial Term Loans on or about the Closing Date, is subject to the satisfaction of each of the following conditions on or prior to the Closing Date (the making of such Loans by a Lender being conclusively deemed to be its satisfaction or waiver):

Conditions Precedent at Closing Date. Prior to the effectiveness of this Agreement to amend and restate the Existing Credit Agreement in its entirety and the occurrence of the initial Borrowing or Letter of Credit issuance hereunder, the Borrowers shall satisfy each of the following conditions:

Conditions Precedent at Closing Date. The obligation of the Lenders to make Loans, the Swing Line Lender to make Swing Loans, and of any Letter of Credit Issuer to issue Letters of Credit, is subject to the satisfaction of each of the following conditions on or prior to the Closing Date, except to the extent such conditions are subject to the Post-Closing Agreement: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Authorized Officer of the signing Credit 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 satisfactory to the Administrative Agent, the Co-Lead Arrangers and each of the Lenders:

Conditions Precedent at Closing Date. 85 Section 4.02 Conditions Precedent to All Borrowings and LC Issuances 87 REPRESENTATIONS AND WARRANTIES 88 Section 5.01 Corporate Status 88 Section 5.02 Corporate Power and Authority 88 Section 5.03 No Violation 88 Section 5.04 Governmental Approvals 88 Section 5.05 Litigation 88 Section 5.06 Use of Proceeds; Margin Regulations. 89 Section 5.07 Financial Statements. 89 Section 5.08 Solvency 89 Section 5.09 No Material Adverse Change 89 Section 5.10 Tax Returns and Payments 90 Section 5.11 Title to Properties, etc 90 Section 5.12 Lawful Operations, etc 90 Section 5.13 Environmental Matters. 90 Section 5.14 Compliance with ERISA 91 Section 5.15 Intellectual Property, etc 91 Section 5.16 Investment Company Act 91 Section 5.17 Insurance 91 Section 5.18 True and Complete Disclosure 92 Section 5.19 [Reserved] 92 Section 5.20 Anti-Corruption Laws and Sanctions. 92 Section 5.21 [Reserved]. 92 Section 5.22 Collateral Documents. 92 Section 5.23 EEA Financial Institutions 93 AFFIRMATIVE COVENANTS 93

Conditions Precedent at Closing Date. The obligation of the Lenders to consummate the transaction contemplated hereunder and of the U.S. Lenders to make U.S. Revolving Loans, of the U.S. Swing Line Lender to make U.S. Swing Loans and of any U.S. LC Issuer to issue U.S. Letters of Credit, in each case on the Closing Date, is subject to the satisfaction of each of the following conditions on or prior to the Closing Date:

Conditions Precedent at Closing Date. The obligation of the Lenders to make Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied: