Conditions Precedent to Making of Loans on the Closing Date Clause Samples
The 'Conditions Precedent to Making of Loans on the Closing Date' clause sets out specific requirements that must be satisfied before a lender is obligated to disburse loan funds at the closing of a transaction. Typically, these conditions include the delivery of necessary documents, evidence of compliance with legal and financial covenants, and confirmation that no default or adverse events have occurred. By establishing these prerequisites, the clause ensures that the lender is protected and that all parties have met their obligations before the loan is finalized, thereby reducing the risk of disputes or financial loss.
Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Agent and each Lender:
(a) This Agreement and the other Loan Documents shall have been executed and delivered by each party thereto and the Borrower shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower before or on such Closing Date.
(b) Upon making the Revolving Loans (including such Revolving Loans made to finance fees, costs and expenses then payable under this Agreement) and with all its obligations current, the Borrower shall have Availability of at least $15,000,000.
(c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as if made on such date.
(d) No Default or Event of Default shall have occurred and be continuing after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Date.
(e) The Agent and the Lenders shall have received such opinions of counsel for the Borrower and its Subsidiaries as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counsel.
(f) The Agent shall have received:
(i) acknowledgment copies of proper financing statements, duly filed on or before the Closing Date under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Agent’s Liens; and
(ii) duly executed UCC-3 Termination Statements and such other instruments, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the assets of the Borrower and its Subsidiaries except Permitted Liens.
(g) The Borrower shall have paid all fees and expenses of the Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced.
(h) The Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, of all insurance coverage as required by this Agreement.
(i) The Agent and the L...
Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date are subject to the following conditions precedent having been satisfied in a manner satisfactory to the Agent and each Lender:
(a) This Agreement and the other Loan Documents shall have been executed by each party thereto and the Borrower shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower before or on such Closing Date.
Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit or Credit Support on the Closing Date, are subject to the following conditions precedent having been satisfied in a manner satisfactory to the Agent and each Lender:
(a) The Agent shall have received each of the following documents, all of which shall be satisfactory in form and substance to the Agent and the Lenders:
(i) certified copies of the certificate of incorporation, certificate of the organizational document of each of the Loan Parties, with all amendments, if any, certified by the appropriate Governmental Authority (provided that upon request by any Loan Party and with the consent of the Agent, any such certified certificate of incorporation, certificate of limited partnership, or comparable organizational document for such Loan Party to the extent not provided on the Closing Date, may be provided within thirty (30) days of the Closing Date, provided that an uncertified copy thereof has been delivered to the Agent together with a written statement by a Responsible Officer confirming that such copy is true, correct, and complete), and the bylaws, regulations, operating agreement, or similar governing document of each Loan Party, in each case certified by the corporate secretary, general partner, or comparable authorized representative of such Loan Party, as being true and correct and in effect on the Closing Date;
(ii) certificates of incumbency and specimen signatures with respect to each Person authorized to execute and deliver this Agreement and the other Loan Documents on behalf of each Loan Party and each other Person executing any document, certificate, or instrument to be delivered in connection with this Agreement and the other Loan Documents and, in the case of the Borrower, to request Borrowings and the issuance of Letters of Credit or Credit Support;
(iii) a certificate evidencing the existence of each Loan Party, and certificates evidencing the good standing of each Loan Party in the jurisdiction of its organization and in each other jurisdiction in which it is required to be qualified as a foreign business entity to transact its business as presently conducted, provided that upon request by any Loan Party and with the consent of the Agent, certificates of good standing for any Loan Party from a Governmental Authority other than the jurisdiction of its organizati...
Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Loans on the Closing Date, and the obligation of the Agent to cause the applicable Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the satisfaction (or waiver in writing by the Agent and the Arrangers) of the following conditions precedent:
(a) This Agreement, the Security Agreements, the Guarantee Agreements, the Intellectual Property Security Agreements and the Perfection Certificate, shall have been executed by each party thereto, and the Obligors shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Obligors before or on the Closing Date.
(b) Since December 31, 2007, there shall not have occurred a Material Adverse Effect.
Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make any additional Revolving Loans and the Term Loan on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit, are subject to the following conditions precedent having been satisfied in a manner satisfactory to the Agent and each Lender:
(a) This Agreement and the other Loan Documents, including each Mortgage to be delivered on the Closing Date, shall have been executed by each party thereto and the Loan Parties shall have performed and complied in all material respects with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Loan Parties before or on the Closing Date.
(b) [RESERVED].
(c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as if made on such date.
Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans and the Term Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the following conditions precedent having been satisfied in a manner satisfactory to the Agent and each Lender:
(a) This Agreement and the other Loan Documents shall have been executed by each party thereto and the Borrower shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower before or on such Closing Date.
(b) Upon making the Revolving Loans (including such Revolving Loans made to finance the Closing Fee or otherwise as reimbursement for fees, costs and expenses then payable under this Agreement) and with all its obligations current, the Borrower shall have Availability of at least $7,000,000.
Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans and the obligation of the Agent to cause to be issued or provide any Letter of Credit or Credit Support for any Letter of Credit are subject to the following conditions precedent having been satisfied in a manner satisfactory to the Agent and each Lender: The Agent shall have received each of the following documents, all of which shall be satisfactory in form and substance to the Agent and the Lenders: certified copies of the certificate of incorporation, certificate of limited partnership, or comparable organizational document of each of the Loan Parties, with all amendments, if any, certified by the appropriate Governmental Authority, and the bylaws, regulations, operating agreement, or similar governing document of each Loan Party, in each case certified by the corporate secretary, general partner, or comparable authorized representative of such Loan Party, as being true and correct and in effect on the Agreement Date; certificates of incumbency and specimen signatures with respect to each Person authorized to execute and deliver this Agreement and the other Loan Documents on behalf of each Loan Party and each other Person executing any document, certificate, or instrument to be delivered in connection with this Agreement and the other Loan Documents and, in the case of each Borrower, to request Borrowings and Letters of Credit or Credit Support for any Letter of Credit;
Conditions Precedent to Making of Loans on the Closing Date. The obligation of Lenders to make the initial Revolving Loans on the Closing Date and to make the Term Loans, and the obligation of Agent to cause to be issued or provide Credit Support for any Letter of Credit on the Closing Date and the obligation of Lenders to participate in Letters of Credit issued on the Closing Date or in Credit Support for any Letters of Credit, are subject to the following conditions precedent having been satisfied in a manner satisfactory to Agent and each Lender: THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS HAVE BEEN EXECUTED BY EACH PARTY THERETO AND THE LOAN PARTIES SHALL HAVE PERFORMED AND COMPLIED WITH ALL COVENANTS, AGREEMENTS AND CONDITIONS CONTAINED HEREIN AND THE OTHER LOAN DOCUMENTS WHICH ARE REQUIRED TO BE PERFORMED OR COMPLIED WITH BY THE LOAN PARTIES BEFORE OR ON SUCH CLOSING DATE. UPON MAKING THE LOANS AND ISSUING LETTERS OF CREDIT AND CREDIT SUPPORT ON THE CLOSING DATE (INCLUDING SUCH LOANS MADE TO FINANCE ALL FEES OR OTHERWISE PURSUANT TO SECTION 4.7 AS REIMBURSEMENT FOR FEES, COSTS AND EXPENSES THEN PAYABLE UNDER THIS AGREEMENT) AND WITH ALL ITS OBLIGATIONS CURRENT AFTER GIVING EFFECT TO THE CONSUMMATION OF THE TRANSACTIONS
Conditions Precedent to Making of Loans on the Closing Date. The obligations of the Lenders to make the Revolving Loans on or after the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue a Letter of Credit on or after the Closing Date, are subject to the following conditions precedent having been satisfied in a manner satisfactory to the Agent and each Lender:
(a) This Agreement and the other Loan Documents shall have been executed by each party thereto and the Borrower shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower before or on the Closing Date.
(b) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as if made on such date.
(c) No Default or Event of Default shall have occurred and be continuing after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Date.
(d) the Agent and the Lenders shall have received such opinions of counsel for the Borrower, its Subsidiaries and any obligors on the Obligations as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counsel.
Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the following conditions precedent having been satisfied in a manner satisfactory to the Agent and each Lender (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 and the Initial Lenders):
(a) This Agreement and the other Loan Documents have been executed by each party thereto and each Loan Party shall have performed and complied with all covenants, agreements and conditions contained herein and in the other Loan Documents which are required to be performed or complied with by such Loan Party before or on such Closing Date.
(b) Upon making the Revolving Loans (including such Revolving Loans made as reimbursement for fees, costs and expenses then payable under this Agreement) and with all their obligations current, the Borrowers shall have Combined Availability (without giving effect to the Maximum Revolver Amount) of at least $150,000,000.
(c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as of the Closing Date as if made on such date (both immediately prior to, and after giving effect to, such extension of credit).