Conditions Precedent to Each Clause Samples
The "Conditions Precedent to Each" clause defines specific requirements or events that must be satisfied before certain obligations or actions under an agreement become effective. In practice, this might include obtaining regulatory approvals, delivering necessary documents, or ensuring that no material adverse changes have occurred prior to closing a transaction. By setting these conditions, the clause ensures that all parties are protected from proceeding with their commitments until essential prerequisites are met, thereby reducing risk and promoting certainty in contractual performance.
Conditions Precedent to Each. Loan The obligation of the Lenders to make each Loan and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit (and in the case of any documents, agreements or other deliveries, such documents, agreements and deliveries shall be in form and substance satisfactory to the Agent):
(a) The following statements shall be true, and the acceptance by Borrower of any extension of credit shall be deemed to be a statement by Borrower each to the effect set forth in clauses (i), (ii) and (iii), with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that:
(i) The representations and warranties contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such extension of credit as though made on and as of such date (both immediately prior to, and after giving effect to, such extension of credit), other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Authorized Representative that any representation or warranty is not true and correct and the Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and
(ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and
(iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect.
(b) No such Borrowing shall exceed the amount of the Combined Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders' Pro Rata Share of any Bank Loan or Agent Advance as provided in Sections 2.2(h), (i) and (j).
(c) The Agent shall have received a Notice of Borrowing from the Borrower to the extent required by Section 2.2(b).
Conditions Precedent to Each. Revolving Credit --------------------------------------------- Borrowing. The obligation of each Lender to make a Revolving Credit Advance on --------- the occasion of each Revolving Credit Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Revolving Credit Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Revolving Credit Borrowing and the acceptance by the Borrower of the proceeds of such Revolving Credit Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):
(i) the representations and warranties contained in Section 4.01 are correct in all material respects on and as of the date of such Revolving Credit Borrowing, before and after giving effect to such Revolving Credit Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and
(ii) no event has occurred and is continuing, or would result from such Revolving Credit Borrowing or from the application of the proceeds therefrom, that constitutes a Default; and (b) the Agents shall have received such other approvals, opinions or documents as any Lender through the Agents may reasonably request.
Conditions Precedent to Each. Revolving Credit Borrowing ------------------------------------------------------- and Extension Date. The obligation of each Lender to make a Revolving Credit -------------- Advance on the occasion of each Revolving Credit Borrowing and each extension of Commitments pursuant to Section 2.17 shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Revolving Credit Borrowing or the applicable Extension Date the following statements shall be true (and each of the giving of the applicable Notice of Revolving Credit Borrowing, request for Commitment Extension and the acceptance by the relevant Borrower of the proceeds of such Revolving Credit Borrowing shall constitute a representation and warranty by such Borrower that on the date of such Revolving Credit Borrowing or such Extension Date such statements are true):
(a) the representations and warranties contained in Section 4.01 (except in the case of each Revolving Credit Borrowing, the representations set forth in subsection (e) thereof and in subsection (f)(i) thereof) are correct on and as of the date of such Revolving Credit Borrowing or such Extension Date, before and after giving effect to such Revolving Credit Borrowing or such Extension Date and to the application of the proceeds therefrom, as though made on and as of such date, and
(b) no event has occurred and is continuing, or would result from such Revolving Credit Borrowing or such Extension Date or from the application of the proceeds therefrom, that constitutes a Default.
Conditions Precedent to Each. Advance other than with respect to the Initial Wireless Assets. 48 Section 3.4 Determinations Under Sections 3.1, 3.2 and 3.3. 50 ARTICLE IV REPRESENTATIONS AND WARRANTIES 51 Section 4.1 Existence. 51 Section 4.2 Power and Authority. 51 Section 4.3 Authorization and Approvals. 51 Section 4.4 Enforceable Obligations. 51 Section 4.5 Financial Statements; No Material Adverse Effect. 51 Section 4.6 Disclosure. 52 Section 4.7 Litigation. 52 Section 4.8 Compliance With Laws. 52 Section 4.9 No Default. 52 Section 4.10 Material Agreements. 52 Section 4.11 Condition of Properties. 52
Conditions Precedent to Each. Bid Borrowing of TBC. The obligation of any Lender to make a Bid Advance on the occasion of a Bid Borrowing (including the initial Borrowing) is subject to the further conditions precedent that:
Conditions Precedent to Each. Advance The obligation of each Lender to make each Advance (including the initial Advance and any Conversion Advance) hereunder is subject to and conditional upon the prior fulfilment of the following conditions to the satisfaction of the Lenders and of the Agent:
Conditions Precedent to Each. Revolving Loan Advance, Swingline Loan and Letter of Credit. The Lenders shall not be required to make any Revolving Loan Advance or issue any Letter of Credit and the Swingline Lender shall not be required to make any Swingline Loan unless the following conditions are satisfied on the applicable Borrowing Date:
(a) There exists no Default or Unmatured Default that has occurred and is continuing.
(b) No Material Adverse Effect shall have occurred.
(c) The representations and warranties contained in Article V are true and correct as of such Borrowing Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date.
(d) The Administrative Agent shall have received a Borrowing Notice properly completed by Borrower with respect to a requested Revolving Loan Advance or a Letter of Credit Request with respect to a requested Letter of Credit.
(e) The Administrative Agent shall have received copies of all Leases (other than Ancillary Space Leases) entered into for space at the Opryland Hotel Florida since the last Revolving Loan Advance.
(f) No law, regulation, order, judgment or decree of any Governmental Authority shall, and the Administrative Agent shall not have received from any Lender, notice that, any litigation is pending or threatened which is likely to, in the reasonable judgment of the Administrative Agent or such Lender, enjoin, prohibit or restrain, or impose or result in the imposition of any material adverse condition, upon the making of the requested Revolving Loan Advance.
(g) No litigation, arbitration, governmental investigation, proceeding or inquiry shall be pending or threatened against either Borrower, Parent Guarantor, or any other Subsidiary of Parent Guarantor that, in the reasonable judgment of the Administrative Agent, is likely to have a Material Adverse Effect. Each Borrowing Notice with respect to a Revolving Loan Advance, each Swingline Loan Notice and each Letter of Credit Request shall constitute a representation and warranty by Borrower to the Administrative Agent and the Lenders that the conditions contained in this Section 4.2 have been satisfied.
Conditions Precedent to Each. No Advance will be required to be made or renewed by IBM Credit under this Agreement unless, on and as of the date of such Advance, the following statements shall be true to the satisfaction of IBM Credit:
(A) The representations and warranties contained in this Agreement or in any document, instrument or agreement executed in connection herewith, are true and correct in all material respects on and as of the date of such Advance as though made on and as of such date;
(B) No event has occurred and is continuing or after giving effect to such Advance or the application of the proceeds thereof would result which would constitute a Default;
(C) No event has occurred and is continuing which could reasonably be expected to have a Material Adverse Effect;
(D) Both before and after giving effect to the making of such Advance, no Shortfall Amount exists. Except as Customer has otherwise disclosed to IBM Credit in writing prior to each request, each request (or deemed request pursuant to Section 2.2 (D)) for an Advance hereunder and the receipt (or deemed receipt) by the Customer of the proceeds of any Advance hereunder shall be deemed to be a representation and warranty by Customer that, as of and on the date of such Advance, the statements set forth in (A) through (D) above are true statements. No such disclosures by Customer to IBM Credit shall in any manner be deemed to satisfy the conditions precedent to each Advance that are set forth in this Section 5.2 unless such condition precedent is waived in writing by IBM Credit.
Conditions Precedent to Each. Tender Advance Revolving Loan. 50
Conditions Precedent to Each. Advance under the Revolving Credit Facility