Conditions Precedent to the Initial Clause Samples
Conditions Precedent to the Initial. Advance and the Issuance of the Initial Letter of Credit. The obligation of each Lender to make the initial Advance under the Loans, or issue the initial Letter of Credit, is subject to receipt by the Administrative Agent of each of the following, in form and substance satisfactory to the Administrative Agent, with a copy (except for the Notes) for each Lender:
(a) a loan certificate of the Borrower certifying as to the accuracy of its representations and warranties in the Loan Papers, certifying that no Default or Event of Default has occurred under the terms of this Agreement, and including a certificate of incumbency with respect to each Authorized Officer, and containing a representation that the following items are attached thereto, and that each of such items remains unchanged and valid, except as shown on the attachments: (i) copies of the Articles of Incorporation of the Borrower and each of the Material Subsidiaries, certified to be true, complete and correct by the secretary of state of each such Person's respective state of incorporation, (ii) copies of the By-Laws of the Borrower and each of the Material Subsidiaries and (iii) copies of a certificate of good standing and a certificate of existence for the Borrower in Colorado and each of its Material Subsidiaries' state of incorporation, and other material states determined by the Borrower.
(b) duly executed Notes by the Borrower, payable to the order of each Lender, one Revolver A Note in an amount for each Lender equal to its Revolver A Specified Percentage of the Revolver A Commitment on the Closing Date, one Working Line Loan Note in an amount for each Lender equal to its Working Line Loan Specified Percentage of the Working Line Commitment on the Closing Date, and one Revolver B Note in an amount for each Lender equal to its Revolver B Specified Percentage of the Revolver B Commitment on the Closing Date;
(c) a loan certificate of the Borrower certifying that a copy of the resolutions of the Borrower and the Guarantor, authorizing them to execute, deliver and perform this Agreement, the Notes and the other Loan Papers to which each of them is a party is attached and is a true and accurate copy;
(d) in form and substance acceptable to the Administrative Agent, duly executed and completed Conditional Early Release Unlimited Guaranty of the Obligations by the Guarantor;
(e) copies of all executed Existing Financing Documentation, with a certificate attached thereto executed by an Authorized O...
Conditions Precedent to the Initial. Revolving Credit A ------------------------------------------------------ Borrowing. The obligation of each of the Revolving Credit A Lenders to make an --------- Acquisitions Advance on the occasion of the initial Revolving Credit A Borrowing is subject to the satisfaction of the following conditions precedent prior to or concurrently with the initial Revolving Credit A Borrowing:
(a) The Lenders shall be reasonably satisfied with the organizational and legal structure and capitalization of each of the Loan Parties and IFE and, if and to the extent reasonably requested by the Lenders, each of their respective Subsidiaries (including, without limitation, the terms and conditions of the Constitutive Documents and each class of Equity Interests in each such Loan Party, IFE and each such Subsidiary (including, without limitation, the Series A Preferred Stock) and of each agreement or instrument relating to such structure or capitalization).
(b) The Lenders shall have received copies of all of the Transaction Documents at least three Business Days prior to the Phase I Closing Date and shall not, in their reasonable judgment, have objected to any of the terms or conditions thereof; all of the Transaction Documents shall be in full force and effect in the form so received by the Lenders; Liberty IFE shall have contributed to Fox Kids all of the debt securities of, and Equity Interests in, IFE owned or otherwise held by it in exchange for shares of the Series A Preferred Stock; and all of the Acquisitions and the Reorganization shall have been consummated or shall be consummated concurrently with the initial Revolving Credit A Borrowing in accordance with the terms of the applicable Transaction Documents (without any waiver or amendment of any term or condition in any such Transaction Document not consented to by the Lenders) and in compliance with all applicable Requirements of Law.
(c) All of the Governmental Authorizations, and all of the consents, approvals and authorizations of, and notices and filings to or with, and other actions by, any other Person necessary in connection with any aspect of the Transaction, any of the Loan Documents or the Transaction Documents or any of the other transactions contemplated thereby, other than the Governmental Authorizations, and the consents, approvals, authorizations, notices, filings and other actions described on Part B of Schedule 4.01(d) hereto, shall have been obtained (without the imposition of any conditions that...
Conditions Precedent to the Initial. Revolving Advance and the Term Loan B. The obligation of the Lender Group (or any member thereof) to make the initial Revolving Advance and the Term Loan B (or otherwise to extend any credit provided for hereunder) is subject to the fulfillment, to the satisfaction of Administrative Agent, of each of the following conditions on or before the Closing Date:
(a) Administrative Agent shall have received all financing statements required by Administrative Agent, duly executed by Borrower, and Administrative Agent shall have received searches of all recording offices requested by Administrative Agent reflecting the filing of all such financing statements, together with searches of such other offices as Administrative Agent may require (including those of Borrower, and the Subsidiaries of Borrower), each such search dated a date within 30 days of the Closing Date;
(b) Administrative Agent shall have received each of the following documents, in form and substance satisfactory to Administrative Agent, duly executed (and acknowledged, as the case may be) by all parties and formalities contemplated thereunder, and each such document shall be in full force and effect:
(i) the Control Agreement;
(ii) the Disbursement Letter;
(iii) the Assignment of Obligations and Liens and related UCC assignment statements, UCC termination statements and other documentation evidencing the assignment and/or termination (as determined by Administrative Agent) by each holder of Liens against the properties or assets of Borrower or any of its Subsidiaries (other than Permitted Liens), of its Liens in and to the properties and assets of Borrower and its Subsidiaries;
(iv) the Mortgages covering each of the Oil and Gas Properties;
(v) Guaranty Agreements, in form and substance acceptable to Administrative Agent, executed by each of Gulf States, RWG, WG Operating, and WG Pipeline;
(vi) Security Agreements, in form and substance acceptable to Administrative Agent, executed by Borrower, Gulf States, RWG, WG Operating, and WG Pipeline with respect to all of the assets and properties of any and all of them;
(vii) the Transfer Order Letters for each well on the Oil and Gas Properties, which shall be in form and substance satisfactory to Administrative Agent; and
(viii) all original Stock certificates evidencing all the issued and outstanding shares of capital stock of Great Plains, CDC, MCAC, RWG, and WG Operating, together with stock powers duly executed in blank by the holders of all of the leg...
Conditions Precedent to the Initial. Advance.............................................. 36 ------- Section 4.02 Conditions Precedent to Advances After -------------------------------------- the Initial Advance.................................. 37 ------------------- Section
Conditions Precedent to the Initial. Revolving Advance and the Initial Letter of Credit. The Lender's obligation to make the initial Revolving Advance or to cause to be issued the initial Letter of Credit hereunder shall be subject to the condition precedent that the Lender shall have received all of the following, each in form and substance satisfactory to the Lender:
Conditions Precedent to the Initial. Credit Event Made on or After any Increase in Availability. The obligation of the Lenders to make the initial Loan or the Issuing Bank to issue the initial Letter of Credit upon or after any increase in Availability is subject to the further conditions that the Administrative Agent shall have received a certificate of a Responsible Officer of the Company certifying (a) the amount of such increase in Availability and a description of the event resulting in such increase and (b) that the representations and warranties contained in Article IV (unless any such representation and warranty expressly relates to an earlier date) are true and correct in all material respects as of, and as if such representations and warranties were made on, the date of such initial Loan or such initial Letter of Credit, as the case may be, after giving effect on a pro forma basis to the event resulting in such increase and the use on such date of the proceeds of such Loan or of such Letter of Credit.
Conditions Precedent to the Initial. Advance 36 Section 4.02 Conditions Precedent to Each Advance 38 Section 4.03 Deemed Representations 38 ARTICLE V REPRESENTATIONS AND WARRANTIES 38 Section 5.01 Due Organization 38 Section 5.02 Power and Authority; No Conflicts; Compliance With Laws 38 Section 5.03 Legally Enforceable Agreements 39 Section 5.04 Litigation 39 Section 5.05 Good Title to Properties 39 Section 5.06 Taxes 39 Section 5.07 ERISA 39 Section 5.08 No Default on Outstanding Judgments or Orders, Etc. 40 Section 5.09 No Defaults on Other Agreements 40 Section 5.10 Government Regulation 40 Section 5.11 Environmental Protection 40 Section 5.12 Solvency 41 Section 5.13 Financial Statements 41 Section 5.14 Valid Existence of Affiliates 41 Section 5.15 Insurance 41 Section 5.16 Accuracy of Information; Full Disclosure 41 Section 5.17 OFAC 41 ARTICLE VI AFFIRMATIVE COVENANTS 42 Section 6.01 Maintenance of Existence 42 Section 6.02 Maintenance of Records 42 Section 6.03 Maintenance of Insurance 42 Section 6.04 Compliance with Laws; Payment of Taxes 42 Section 6.05 Right of Inspection 42 Section 6.06 Compliance With Environmental Laws 43 TABLE OF CONTENTS (continued) Section 6.07 Maintenance of Properties 43 Section 6.08 Payment of Costs 43
Conditions Precedent to the Initial. Accommodation under the Term A Facility
(a) Satisfaction of the conditions precedent in Section 6.03.
(b) The Agent shall have received in form, substance and dated as of a date satisfactory to the Agent and its counsel:
A. a copy of the LTM Audited Financial Statements;
B. a certificate from the Chief Financial Officer of SGC (a) attaching copies of (i) the Adjustment Notice delivered by SGC to the Xantic Sellers pursuant to Article 2.5(b) of the Acquisition Agreement, (ii) any Objection Notice delivered to SGC pursuant to Article 2.5(d) of the Acquisition Agreement, and (iii) any report delivered by the Accountants pursuant to Article 2.5(e); and (b) certifying the Purchase Price Adjustment Amount and how such amount was calculated; and
C. such other certificates, documentation and opinions as the Agent may reasonably request.
Conditions Precedent to the Initial. LOAN Lender will not make the initial Loan hereunder until it has received
Conditions Precedent to the Initial. Funding of the Subsequent Projects. The obligation of the Banks to make the initial Construction Loans with respect to a particular Subsequent Project (other than the Lost Pines Project which satisfied its conditions precedent to initial funding as set forth in the Original Credit Agreement (or obtained a waiver of such conditions precedent in writing by Administrative Agent with the consent of the Required Banks) on May 31, 2000) is subject to the prior satisfaction of each of the following conditions:
3.3.1 Borrower Equity. Contributions required pursuant to Section 5.17.1 and 5.17.2 hereof shall have been funded and applied in accordance with Section 5.1.