Conditions Precedent to Initial Loans and Letters of Credit Sample Clauses

Conditions Precedent to Initial Loans and Letters of Credit. The obligation of the Lenders to make the initial Loans or of Issuing Lender to issue the initial Letters of Credit hereunder is subject to the satisfaction of, or waiver of, immediately prior to or concurrently with the making of such Loan or the issuance of such Letter of Credit of each of the following conditions precedent: (a) the Administrative Agent shall have received (i) counterparts of this Agreement, (ii) for the account of each Lender requesting a promissory note, a Note and (iii) counterparts of all other Loan Documents and all instruments and documents (including, without limitation, the Information Certificate) required to be delivered hereunder, in each case conforming to the requirements hereunder and thereunder and executed by a duly authorized officer or director of each party thereto or of the general partner of any partnership party thereto, and in each case in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent acknowledges and agrees that the drafts of the Pledge Agreement and the Intercreditor Agreement circulated for review on or about January 21, 2011 are satisfactory to the Administrative Agent (subject to modifications satisfactory to the Administrative Agent and the Borrowers to reflect changes to the terms of the Transaction agreed to by the Administrative Agent and the Borrowers subsequent to January 21, 2011); (b) the Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent, (i) all releases, terminations and such other documents as the Administrative Agent may reasonably request to evidence and effectuate the termination of the Existing Term Loan Agreement, including, but not limited to, a payoff letter, and (ii) the termination and release by ▇▇▇▇▇ Fargo as lender under the Existing Term Loan Agreement of any interest in and to any assets and properties of each Loan Party, duly authorized, executed and delivered by it or each of them, including, but not limited to, (A) UCC termination statements for all UCC financing statements previously filed by it or any of them or their predecessors, as secured party and any Loan Party, as debtor and (B) satisfactions and discharges of any mortgages, deeds of trust or deeds to secure debt by any Loan Party in favor of it or any of them, in form acceptable for recording with the appropriate Governmental Authority; (c) the Loan Parties shall have adopted all requisite corporate action and proceedi...

Conditions Precedent to Initial Loans and Letters of Credit. The obligation of Lenders to make the initial Loans or of Issuing Bank to issue the initial Letters of Credit hereunder is subject to the satisfaction of, or waiver of, immediately prior to or concurrently with the making of such Loan or the issuance of such Letter of Credit of each of the following conditions precedent:

Conditions Precedent to Initial Loans and Letters of Credit. The obligation of Lender to make the initial Loans or to issue the initial Letters of Credit hereunder is subject to the satisfaction of, or waiver of, immediately prior to or concurrently with the making of such Loan or the issuance of such Letter of Credit of each of the following conditions precedent: (a) all requisite corporate action and proceedings in connection with this Agreement and the other Financing Agreements shall be satisfactory in form and substance to Lender, and Lender shall have received all information and copies of all documents, including records of requisite corporate action and proceedings which Lender may have requested in connection therewith, such documents where requested by Lender or its counsel to be certified by appropriate corporate officers or Governmental Authority (and including a copy of the certificate of incorporation of Borrower certified by the Secretary of State (or equivalent Governmental Authority) which shall set forth the same complete corporate name of Borrower as is set forth herein and such document as shall set forth the organizational identification number of Borrower, if one is issued in its jurisdiction of incorporation); (b) no material adverse change shall have occurred in the assets, business or prospects of Borrower since the date of Lender’s latest field examination (not including for this purpose the field review referred to in clause (c) below) and no change or event shall have occurred which would impair the ability of Borrower or any Obligor to perform its obligations hereunder or under any of the other Financing Agreements to which it is a party or of Lender to enforce the Obligations or realize upon the Collateral; (c) Lender shall have completed a field review of the Records and such other information with respect to the Collateral as Lender may require to determine the amount of Revolving Loans available to Borrower (including, without limitation, current perpetual inventory records and/or roll-forwards of Inventory through the date of closing and test counts of the Inventory in a manner satisfactory to Lender, together with such supporting documentation as may be necessary or appropriate, and other documents and information that will enable Lender to accurately identify and verify the Collateral), the results of which in each case shall be satisfactory to Lender, not more than three (3) Business Days prior to the date hereof or such earlier date as Lender may agree; (d) Lender shall have rec...

Conditions Precedent to Initial Loans and Letters of Credit. The effectiveness of this Agreement, the obligations of the Issuing Bank to issue Letters of Credit, the obligations of the Lenders to purchase participations in Letters of Credit and the obligations of the Lenders to make the Loans are all subject to the satisfaction by the Borrower and the Guarantors, to the extent not waived by the Lenders, of the following conditions precedent, except to the extent that any of such conditions are to be satisfied after the date hereof pursuant to Section 8.19:

Conditions Precedent to Initial Loans and Letters of Credit. At the time of the making of the initial Loans hereunder and issuance or deemed issuance of the Letters of Credit on the Closing Date, all obligations of Borrowers hereunder incurred prior to the initial Loans (including, without limitation, any Borrower's obligations to reimburse the fees and expenses of counsel to the Agents and any fees and expenses payable to the Agents and the Lenders as previously agreed with any Borrower) for which the Agent has delivered to any Borrower an invoice not less than five (5) Business Day prior to the date of such initial Loans, shall have been paid in full, and the Agents shall have received the following, in form and substance reasonably satisfactory in all respects to the Agents: (a) the duly executed counterparts of this Agreement; (b) the duly completed Revolving Notes evidencing the Revolving Loan Commitments, the duly executed Term Notes and the duly executed Swing Line Note; (c) the duly executed Guaranty Agreements and Contribution Agreement; (d) the duly executed Security Agreements and accompanying Uniform Commercial Code financing statements relating thereto; (e) the duly executed Trademark Security Agreements and Patent Security Agreement; (f) the duly executed Pledge Agreements accompanied, to the extent relevant under applicable law, by (i) all stock certificates representing the Pledged Stock, (ii) stock powers for those shares duly executed in blank, (iii) Uniform Commercial Code financing statements relating thereto, and (iv) any other documentation requested by the Collateral Agent in order to assure the perfection of a first priority lien in such Pledged Stock in favor of the Collateral Agent for the benefit of the Lenders; (g) a duly executed certificate of a senior officer of the Parent certifying that each of the Credit Parties, after giving effect to the transactions contemplated by this Agreement, will be Solvent, in form and substance satisfactory to the Agent; (h) the duly executed Bond Pledge Agreement accompanied, to the extent relevant under applicable law, by (i) the original Ad Valorem Bonds, (ii) bond powers for the Ad Valorem Bonds duly executed in blank, (iii) Uniform Commercial Code financing statements relating thereto, and (iv) any other documentation requested by the Collateral Agent in order to assure the perfection of a first priority lien in such Ad Valorem Bonds in favor of the Collateral Agent for the benefit of the Lenders; (i) duly executed Mortgages with respect to all Real ...

Conditions Precedent to Initial Loans and Letters of Credit. On the Closing Date, all obligations of Borrower hereunder incurred prior to such date (including, without limitation, Borrower's obligations to reimburse the reasonable fees and expenses of counsel to the Agent and any fees and expenses payable to the Agent, the Co-Agents, the Lenders and their Affiliates as previously agreed with Borrower), shall have been paid in full, and the Agent shall have received the following, in form and substance reasonably satisfactory in all respects to the Agent: (a) the duly executed counterparts of this Agreement; (b) the duly executed Revolving Credit Notes evidencing the Commitments and the duly executed Bid Facility Notes and the duly executed Swing Line Note evidencing the Swing Line Subcommitment; (c) the duly executed Guaranty Agreement; (d) a duly executed certificate of Borrower in substantially the form of Exhibit I attached hereto and appropriately completed; (e) certificates of the Secretary or Assistant Secretary of each of the Credit Parties attaching and certifying copies of the resolutions of the boards of directors of the Credit Parties, authorizing as applicable the execution, delivery and performance of the Credit Documents; (f) certificates of the Secretary or an Assistant Secretary of each of the Credit Parties certifying (i) the name, title and true signature of each officer of such entities executing the Credit Documents, and (ii) the bylaws or comparable governing documents of such entities; (g) certified copies of the certificate or articles of incorporation of each Credit Party certified by the Secretary of State or the Secretary or Assistant Secretary of such Credit Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Credit Party; (i) certificates, reports and other information as the Agent may reasonably request from any Credit Party or any Consolidated Company in order to satisfy the Lenders as to the absence of any material liabilities or obligations arising from (i) litigation (including without limitation, products liability and patent infringement claims) pending or threatened against the Credit Parties or any of their respective Consolidated Subsidiaries, (ii) matters relating to employees of the Credit Parties or any of their respective Consolidated Subsidiaries, including employee relations, collective bargaining agreements, plans and other compensation and employee be...

Conditions Precedent to Initial Loans and Letters of Credit. The obligation of each Lender to make the Loans requested to be made by it and the obligation of each Issuer to Issue Letters of Credit hereunder, shall not become effective until the date (the “Closing Date”) on which each of the following conditions precedent is satisfied or duly waived in accordance with Section 11.1 (

Conditions Precedent to Initial Loans and Letters of Credit. The obligation of each Lender to make the Loans requested to be made by it on the Closing Date and the obligation of each Issuer to Issue Letters of Credit on the Closing Date is subject to the satisfaction or due waiver in accordance with SECTION 11.1 (AMENDMENTS, WAIVERS, ETC.) of each of the following conditions precedent:

Conditions Precedent to Initial Loans and Letters of Credit. At the time of making of the initial Loans and issuance of the Letters of Credit, if any, hereunder on the Closing Date, the following conditions shall have been satisfied in a manner satisfactory to the Agent and the Lenders: