Conditions Precedent to Initial Clause Samples
The "Conditions Precedent to Initial" clause defines the specific requirements or actions that must be fulfilled before a contract or agreement becomes effective or before certain obligations are triggered. Typically, these conditions might include obtaining regulatory approvals, delivering necessary documents, or securing financing. By clearly outlining these prerequisites, the clause ensures that all parties are protected from being bound to perform until essential criteria are met, thereby reducing risk and providing clarity on when contractual duties commence.
Conditions Precedent to Initial. Advance to Each Borrowing --------------------------------------------------------- Subsidiary. The obligation of each Bank to make its initial Advance hereunder ---------- to any Borrowing Subsidiary is subject to the conditions precedent that the Effective Date shall have occurred and the Administrative Agent shall have received on or before the day of the -41- initial Borrowing by such Borrowing Subsidiary the following, each in form and substance reasonably satisfactory to the Administrative Agent and in sufficient copies for the Banks:
(a) The Assumption Letter executed and delivered by such Borrowing Subsidiary and containing the written consent of the Company at the foot thereof, as contemplated by Section 2.17 hereof; ------------
(b) A Committed Note executed by such Borrowing Subsidiary, payable to each Bank;
(c) Certified copies of the resolutions of the Board of Directors of such Borrowing Subsidiary approving the Assumption Letter and all other documents evidencing corporate action and governmental approvals, if any, required with respect to the Assumption Letter;
(d) A certificate of the Secretary or an Assistant Secretary of such Borrowing Subsidiary certifying the names and true signatures of the officers of such Borrowing Subsidiary authorized to sign the Assumption Letter and the other documents to be executed and delivered by such Borrowing Subsidiary hereunder; and
Conditions Precedent to Initial. UTILISATION
(a) A copy of the constitutional documents of each Original Obligor.
(b) A copy of a resolution of the board of directors of each Original Obligor:
(i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;
(ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and
(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request and Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.
(c) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above.
(d) A certificate of the Parent (signed by a director) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on any Original Obligor to be exceeded.
(e) A certificate of an authorised signatory of the relevant Original Obligor certifying that each copy document relating to it specified in this Part I of Schedule 3 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement. A legal opinion, in the agreed form, to the Lenders from US counsel for US Newco concerning the Tender Offer and Merger Agreement, and including without limitation opinions that:
(a) US Newco have the corporate power to enter into the Merger Documents;
(b) the execution and performance of the Merger Documents have been duly authorised by all requisite action of the board of directors and shareholders of US Newco;
(c) US Newco has duly executed and delivered the Merger Documents; 109 ▇▇▇
(▇) the Merger Documents are valid and binding obligations of US Newco, enforceable in accordance with their terms, subject to customary exceptions;
(e) execution and performance of the Merger Documents will not violate any laws (including without limitation Regulations T, U, and X of the Board of Governors of the Federal Reserve System, the Investment Company Act of 1940 and the Public Utility Holding Company Act of 1935), any formation documents of US Newco or Parent, any Merger Document, or any material contract of US Newco or Parent, result in the creation of any lien or encumbrance on the property of...
Conditions Precedent to Initial. Purchase from the Originator. The initial Purchase of Receivables from the Originator pursuant to Section 2.02(a) hereunder is subject to the conditions precedent that the Buyer shall have received on or before the date of such Purchase all of the instruments, documents, agreements and opinions specified in Section 3.01 of the Receivables Purchase Agreement, each (unless otherwise indicated therein) dated such date, in form and substance satisfactory to the Buyer.
Conditions Precedent to Initial. Advance under Commitment Three:
(a) This Amendment 03 duly executed by Borrower.
(b) The Commitment Three Warrant to be issued to Lender duly executed by Borrower.
(c) An executed Incumbency Certificate of Borrower with copies of the following documents attached: (i) the certificate of incorporation and by-laws of Borrower certified by Borrower as being in full force and effect as of the date of Amendment 03, (ii) incumbency and representative signatures, and (iii) resolutions authorizing the execution and delivery of Amendment 03 and each of the other Loan Documents.
Conditions Precedent to Initial. UTILISATION 1. Obligors 1.
Conditions Precedent to Initial. UTILISATION 1 Acquisition Documents
Conditions Precedent to Initial. Advance under Commitment Two: The obligation of Lender to make any Advances pursuant to Commitment Two is subject to each and every of the following conditions precedent in form and substance satisfactory to lender in its sole discretion:
Conditions Precedent to Initial. Advance and Issuance of Initial Letter of Credit. ▇▇▇▇▇ Fargo’s obligation to make the initial Advance or issue the first Letter of Credit shall be subject to the condition that ▇▇▇▇▇ Fargo shall have received this Agreement and each of the Loan Documents, and any document, agreement, or other item described in or related to this Agreement, and all fees and information described in Exhibit C, executed and in form and content satisfactory to ▇▇▇▇▇ Fargo.
Conditions Precedent to Initial. Advance (a) execution and delivery by the Obligors of this Agreement and the other Credit Documents, all as contemplated herein; (b) the Agent shall have received a legal opinion from counsel for the Obligors as to execution, authorization, delivery, perfection, enforceability of this Agreement and the other Credit Documents and such other opinions reasonably required, in form and substance satisfactory to the Agent and its counsel acting reasonably; (c) the executed and delivered Ancillary Credit Documents shall be in form and substance satisfactory to the Agent and its counsel acting reasonably; (d) all Security shall be perfected to the satisfaction of the Agent; (e) receipt by the Obligors of all required corporate and third party consents, waivers and approvals required by the Obligors to enter into this Agreement and the other Credit Documents; (f) there has not occurred any Material Adverse Change; (g) receipt by the Agent of a satisfactory compliance certificate in the form attached hereto as Schedule “D” (a “Compliance Certificate”); (h) the Borrower shall have established pre-authorized debit arrangements in favour of the Agent, satisfactory to the Agent in its sole and absolute discretion; (i) the representations and warranties made in Section 22 must be true and correct on and as of the date of Initial Advance with the same force and effect as if same had been made on and as of the date of Initial Advance; (j) no Default shall have occurred and be continuing on the date of Initial Advance or would result from the making of the Initial Advance; and (k) all other terms and conditions of this Agreement on which an Advance may be obtained must be fulfilled.
Conditions Precedent to Initial. Funding Date on or -------------------------------------------------- after the Effective Date...................................... 40 ------------------------ 4.2 Conditions to All Borrowings.................................. 42 ----------------------------