Conditions Precedent to Initial Funding Sample Clauses
The 'Conditions Precedent to Initial Funding' clause defines the specific requirements that must be satisfied before a lender is obligated to provide the first disbursement of funds under an agreement. Typically, these conditions may include the delivery of certain documents, evidence of compliance with legal or financial covenants, or the fulfillment of regulatory approvals. By setting these prerequisites, the clause ensures that the borrower meets all necessary obligations and reduces the lender's risk before any funds are released.
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Conditions Precedent to Initial Funding. The obligation of the Agent and the Lenders to make the Term Loan and the initial Revolving Loan and to assist the Companies in obtaining initial Letters of Credit hereunder, immediately prior to or concurrently with the making of such Loans or the issuance of such Letters of Credit, is subject to the satisfaction or waiver in writing by the Agent and the Lenders of the following conditions precedent:
Conditions Precedent to Initial Funding. The obligations of the Lenders to extend Bridge Loans on the Initial Funding Date shall be subject to the fulfillment at or prior to the Initial Funding Date of each of the following conditions precedent:
(a) a copy of the Offer Document or, as the case may be, Scheme Circular dispatched to shareholders of the Target, in each case containing terms and conditions consistent in all material respects with those contemplated by the Press Release (and, in the case of an Offer, a condition such that the Offer may not be declared unconditional as to acceptances until Purchaser has received acceptances or contracted to acquire Target Shares such that following its acquisition of those Target Shares it will hold not less than 90% of the Target Shares (the “Acceptance Condition”)), together with any changes which are (i) required by the Takeover Panel, the Court, the City Code, or any other applicable law, regulation, court or regulatory body, (ii) not materially prejudicial to the interests of the Lenders under the Loan Documents (provided that in the case of an Offer, no change to the Acceptance Condition may be made pursuant to this clause (ii) and provided further that it is acknowledged and agreed that any amendment or change to the Target board recommendation envisaged by the Press Release (including the absence of any such recommendation in the Offer Document or, as the case may be, Scheme Document, in each case, to the extent that the directors of the Target consider that to make such a recommendation would breach their fiduciary duties) shall not be materially prejudicial to the interests of the Lenders under the Agreement), (iii) not materially adverse to the Lenders without the consent of the Lead Arrangers (not to be unreasonably withheld), (iv) (subject to the requirements of the Takeover Panel and the City Code) to extend the period in which holders of the Target Shares may accept the terms of the Offer or, as the case may be, the Scheme, or (v) permitted under paragraph (a) of Schedule 1.1(b);
(b) Administrative Agent shall have received a funds flow memorandum describing the anticipated flow of funds, including payment of all fees due and payable in accordance with the Syndication & Fee Letter, in an aggregate amount of not less than the amount necessary to acquire any Target Shares;
(c) Administrative Agent shall have received a certificate in substantially in the form of Exhibit 5.2(c) certifying that:
(i) (A) in the case of an Offer, the Offer has...
Conditions Precedent to Initial Funding. The obligation of CIT to make the initial loans and to assist the Companies in obtaining initial Letters of Credit hereunder, immediately prior to or concurrently with the making of such loans or the issuance of such Letters of Credit, is subject to the satisfaction or waiver in writing by CIT of the following conditions precedent:
Conditions Precedent to Initial Funding. The obligations of Agent and Lenders to consummate the Transactions and to make the initial Loans are subject to the satisfaction, in the reasonable judgment of Agent, of the following conditions precedent:
Conditions Precedent to Initial Funding. The obligation of the Agent and the Lenders to make Revolving Loans on the Closing Date and to assist the Companies in obtaining Letters of Credit, Bankers Acceptances, Steamship Guarantees and Airway Releases hereunder, immediately prior to or concurrently with the making of such loans or the issuance of such Letters of Credit, Bankers Acceptances, Steamship Guarantees and Airway Releases is subject to the satisfaction or waiver in writing by the Agent and the Lenders of the following conditions precedent:
Conditions Precedent to Initial Funding. 51 Section 5.02 Conditions Precedent to Initial and Subsequent Fundings................ 54
Conditions Precedent to Initial Funding. The obligations of the Banks to make any Revolving Loan to the Borrower on the Initial Borrowing Date are subject to the fulfillment of the following conditions precedent. The Agent shall have received on or before the Initial Borrowing Date each of the following documents and instruments, each dated such date, in form and substance satisfactory to the Agent:
(a) a certificate of the Secretary of the Borrower dated the Closing Date, certifying that (i) attached thereto are true and complete copies of the resolutions of the board of directors of the Borrower authorizing the execution, delivery and performance by the Borrower of this Agreement and the Related Documents to which it is a party, and (ii) said resolutions are all the resolutions adopted by the board of directors of the Borrower in connection with the transactions contemplated thereby and are in full force and effect without modification as of such date;
(i) a copy of the Certificate of Incorporation of the Borrower certified as of a recent date by the Secretary of State of Delaware; (ii) a certificate of said Secretary of State as to the due organization, corporate existence and good standing of the Borrower as of a recent date; (iii) certificates of good standing of the Secretary of State of each jurisdiction in which the Borrower is qualified to do business; and (iv) a certificate of the Secretary or Assistant Secretary of the Borrower dated the Closing Date, certifying (A) that attached thereto is a true and complete copy of the Certificate of Incorporation and By-laws as in effect on the date of such certification, (B) that its Certificate of Incorporation has not been amended since the date of the last amendment thereto indicated in the certificate of the Secretary of State furnished pursuant to clause (i) above, and (C) as to the incumbency and signatures of each of its officers executing this Agreement and the Related Documents to which it is a party;
(c) this Agreement, the Revolving Notes, the Assignment of Leases, the Leases, the Memorandum of Lease, the Estoppel Letters, the Subordination Agreement, the Guaranty, the Inventory Confirmations, the Processor Agreements, the Assignment and Sale Agreement and any other Related Documents duly executed by all the parties thereto (other than the Bank Parties);
(d) evidence that all actions necessary or, in the opinion of the Agent and its counsel, desirable, to create and perfect the security interests and other Liens granted under this Agree...
Conditions Precedent to Initial Funding. The obligation of each Lender to make the initial Advance is subject to the condition precedent that Collateral Agent shall have received, in form and substance satisfactory to Collateral Agent, or that Collateral Agent shall have waived in writing the requirement to receive such item, all of the following:
(a) The Loan Documents duly executed by Borrower and its Subsidiaries required to sign a Joinder Agreement;
(b) A duly executed officer’s certificate of Borrower and any party signing a Joinder Agreement containing the following documents: (i) current certificate of incorporation (or equivalent document), (ii) bylaws, (iii) resolutions authorizing the Loan Documents, (iv) a good standing certificate from each party’s state of formation and from any state where such party is required to be qualified to do business and (v) incumbency and representative signatures;
(c) All necessary consents of stockholders or members and other third parties with respect to the execution, delivery and performance of the Loan Documents;
(d) All documentation and other information which Agents reasonably requests with respect to the Borrower in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, IRS Form W-9 and applicable tax forms;
(e) The Current Financial Statements of Borrower shall have been delivered to Collateral Agent;
(f) Evidence of the insurance coverage required by Section 6.8 of this Agreement; and Equipment Loan and Security Agreement – Beyond Meat
(g) Such other documents, and completion of such other matters, as Agents may deem necessary or appropriate.
Conditions Precedent to Initial Funding. The obligation of CIT to make the initial loans and to assist the Company in obtaining initial Letters of Credit hereunder, immediately prior to or concurrently with the making of such loans or the issuance of such Letters of Credit, of the following conditions precedent:
Conditions Precedent to Initial Funding. The obligation of CIT to make the initial loans hereunder, immediately prior to or concurrently with the making of such loans, is subject to the satisfaction or waiver in writing by CIT of the following conditions precedent: