Conditions Precedent to the Initial Credit Event Clause Samples

The 'Conditions Precedent to the Initial Credit Event' clause defines the specific requirements that must be satisfied before a lender is obligated to provide the first disbursement of credit under an agreement. Typically, these conditions may include the delivery of certain documents, evidence of compliance with legal or financial covenants, or confirmation that no default has occurred. By setting these prerequisites, the clause ensures that the borrower meets all necessary obligations and that the lender's risk is minimized before any funds are released.
Conditions Precedent to the Initial Credit Event. The obligations of the Lenders to make Loans hereunder or the obligation of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied or waived in accordance with Section 10.02: (a) The Administrative Agent shall have received the following, each dated the Execution Date: (i) this Agreement executed by each party hereto; (ii) if requested by any Lender, a Committed Note and a Competitive Note executed by the Company and payable to the order of such Lender; (iii) a certificate of an officer and of the secretary or an assistant secretary of the Delegate, certifying, inter alia (A) true and complete copies of each of the limited liability company agreement of the Delegate, the certificate of incorporation, as amended and in effect, of the General Partner, the partnership agreements, each as amended and in effect, of the Borrowers, the bylaws, as amended and in effect, of the General Partner and the resolutions adopted by the Board of Directors of the Delegate (1) authorizing the execution, delivery and performance by each Borrower of this Agreement and the other Loan Documents to which it is or will be a party and, in the case of the Company, the Borrowings to be made and the Letters of Credit to be issued hereunder, (2) approving the forms of the Loan Documents to which it is a party and which will be delivered at or prior to the initial Borrowing Date and (3) authorizing officers of the Delegate to execute and deliver the Loan Documents to which such Borrower is or will be a party and any related documents, including any agreement contemplated by this Agreement, (B) the incumbency and specimen signatures of the officers of the Delegate executing any documents on its behalf and (C) (1) that the representations and warranties made by such Borrower in each Loan Document to which such Borrower is a party and which will be delivered at or prior to the initial Borrowing Date are true and correct in all material respects, (2) the absence of any proceedings for the dissolution or liquidation of such Borrower and (3) the absence of the occurrence and continuance of any Default or Event of Default; (iv) letters from CT Corporation System, Inc. in form and substance satisfactory to the Administrative Agent evidencing the obligation of CT Corporation System, Inc. to accept service of process in the State of New York on behalf of each Borrower that is not authorized to do busine...
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Conditions Precedent to the Initial Credit Event. The obligations of the Lenders to make Loans hereunder or the obligation of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied or waived in accordance with Section 9.02: (a) The Administrative Agent shall have received the following, and unless otherwise indicated below, each dated the Effective Date: (i) this Agreement executed by each party hereto, dated the Execution Date to be effective on the Effective Date; (ii) the KMEP Guaranty executed by KMEP, dated the Execution Date to be effective on the Effective Date; (iii) the ETP Guaranty executed by ETP, dated the Execution Date to be effective on the Effective Date; (iv) if requested by any Lender, a Committed Note executed by the Company and payable to the order of such Lender; (v) a certificate of an officer and of the secretary or an assistant secretary of the Company, certifying, inter alia (A) true and complete copies of each of the certificate of formation and the limited liability company agreement of the Company, each as amended and in effect, and the resolutions adopted by the Board of Managers of the Company (1) authorizing the execution, delivery and performance by the Company of this Agreement and the other Loan Documents and, the Borrowings to be made and the Letters of Credit to be issued hereunder, (2) approving the forms of the Loan Documents which will be delivered at or prior to the initial Borrowing Date and (3) authorizing officers of the Company (“Authorized Officers”) to execute and deliver the Loan Documents and any related documents, including any agreement contemplated by this Agreement, (B) the incumbency and specimen signatures of the officers of the Company executing any documents on its behalf and (C) (1) that the representations and warranties made by the Company in each Loan Document to which it is a party and which will be delivered at or prior to the initial Borrowing Date are true and correct in all material respects, (2) the absence of any proceedings for the dissolution or liquidation of the Company and (3) the absence of the occurrence and continuance of any Default or Event of Default with respect to the Company; (vi) a certificate of an officer and of the secretary or an assistant secretary of the KMEP Delegate, certifying, inter alia (A) true and complete copies of each of certificate of formation and limited liability company agreement of the KMEP Delegate, the cer...
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Conditions Precedent to the Initial Credit Event. The obligation of the Lenders to effect any Credit Event is subject to the condition precedent that, on or before the day of the first Credit Event, and in any event on or before January 31, 2007, the Administrative Agent shall have received the following, each in form and substance satisfactory to the Required Lenders: (a) Such Notes as shall be requested by any Lenders, each properly executed on behalf of the Borrower. (b) The Guaranties, each properly executed on behalf of the appropriate Guarantor. (c) The Mezzanine Subordination Agreement, properly executed on behalf of each of the parties thereto. (d) The Spell Management Fee Subordination Agreement, properly executed by the Spell Manager and acknowledged by the Borrower. (e) The Security Documents (other than the Owner Pledge Agreements), each properly executed on behalf of the appropriate Obligor, together with: (i) Financing statements with respect to each Obligor to be filed in each jurisdiction which, in the opinion of the Administrative Agent, is reasonably necessary to perfect the Liens created by the Security Documents, to the extent such Liens can be perfected by filing. (ii) Current searches of appropriate filing offices in each jurisdiction in which an Obligor is organized, has an office or otherwise conducts business (including but not limited to patent and trademark offices, secretaries of state and county recorders) showing that no state or federal tax liens have been filed and remain in effect against any Obligor, and that no financing statements or other notifications or filings have been filed and remain in effect against any Obligor, other than those for which the Administrative Agent has received an appropriate release, termination or satisfaction or those permitted in accordance with Section 6.1. (iii) An acknowledgment and waiver of Liens, signed by any warehouse owner in which Inventory of an Obligor is located, acknowledging the Administrative Agent’s prior security interest in all property located in such warehouse and agreeing to turn over such property to the Administrative Agent upon request at any time. (f) The following documents relating to real property owned by the Borrower: (i) Each Mortgage, duly executed and acknowledged on behalf of the appropriate Obligor, together with (A) evidence of recording thereof in the real estate records of the jurisdiction where the related real property is located and (B) a final mortgagee’s title policy issued by a title insurance comp...
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Conditions Precedent to the Initial Credit Event. The obligation of each Lender to make its initial Loan for the account of the U.S. Borrower, the U.
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Conditions Precedent to the Initial Credit Event. The obligations of the Lenders to make Loans hereunder or the obligation of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied or waived in accordance with Section 10.02: (a) The Administrative Agent shall have received the following, each dated the Execution Date: (i) this Agreement executed by each party hereto; (ii) if requested by any Lender, a Committed Note and a Competitive Note executed by the Company and payable to the order of such Lender;
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Conditions Precedent to the Initial Credit Event. The initial Credit Event under this Agreement is subject to the conditions precedent that (a) the Agent shall have received on or before the date of such purchase those documents listed on Schedule B and (b) the Agent, the Purchasers and the L/C Issuer shall have received all fees and expenses required to be paid on such date pursuant to the terms of this Agreement and the Fee Letter.
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Conditions Precedent to the Initial Credit Event. The obligation of each Lender to make its initial Loan or of the Issuing Bank to issue the initial Letter of Credit is subject to the following conditions: (a) The Agent shall have received the following, each dated the initial Borrowing Date, except for this Agreement and the Notes which shall be dated the Execution Date: (i) this Agreement executed by each party hereto; (ii) a Note executed by the Company and payable to the order of each Lender;
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Related to Conditions Precedent to the Initial Credit Event

  • Conditions Precedent to the Initial Advance The obligation of the Lender Group (or any member thereof) to make the initial Advance is subject to the fulfillment, to the satisfaction of Agent, each Lender, and their respective counsel, of each of the following conditions on or before the Closing Date: (a) the Closing Date shall occur on or before October 15, 1998; (b) Agent shall have received all financing statements and fixture filings required by the Lender Group, duly executed by Borrower, and Agent shall have searches reflecting the filing of its financing statements with the Secretary of the Commonwealth of Massachusetts and the City Clerk of Quincy, Massachusetts; (c) Agent shall have received each of the following documents, duly executed, and each such document shall be in full force and effect: (i) the Disbursement Letter; (ii) the Pay-Off Letter; (iii) the Suretyship Agreement; (iv) the Fee Letter; (v) the Agents' Side Letter; (vi) the Intercompany Subordination Agreement; (vii) the Stock Pledge Agreement; (viii) Termination statements relative to all financing statements filed by Sprint Communications; (ix) WorldCom Subordination Agreement (or termination statements relative to all financing statements filed by WorldCom Network Services, Inc. dba WilTel, Inc.); (x) the Hale ▇▇▇ordination Agreement; (xi) the Customer List Escrow Agreement; and 39 (d) Agent shall have received a certificate from the Secretary of each Borrower attesting to the resolutions of such Borrower's Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Borrower is a party and authorizing specific officers of such Borrower to execute the same; (e) Agent shall have received copies of each Borrower's Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of such Borrower; (f) Agent shall have received a certificate of status with respect to each Borrower, dated as of a date within a reasonable proximity to the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Borrower, which certificate shall indicate that such Borrower is in good standing in such jurisdiction; (g) Agent shall have received certificates of status with respect to each Borrower, each dated as of a date within a reasonable proximity to the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Borrower is in good standing in such jurisdictions; (h) Agent shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.10, the form and substance of which shall be satisfactory to Agent, each Lender, and their respective counsel; (i) Agent shall have received the Closing Date Business Plan certified by an officer of Borrower as being such officer's good faith best estimate of the financial performance of Borrower during the period covered thereby; (j) Agent shall have received a Collateral Access Agreement relative to Borrower's location in Quincy, Massachusetts; (k) Agent shall have received opinions of Borrower's counsel in form and substance satisfactory to Agent and each Lender in their sole discretion; (l) Agent and Agent's counsel shall have been provided with a copy of each Carrier Agreement in respect of a Material Carrier, the Bell ▇▇▇antic Interconnection Agreement, and each agreement in respect of any Indefeasible Right to Use granted to Borrower, certified by an officer of Borrower as true, correct, and complete, and Agent shall have had a reasonable opportunity to review each such Carrier Agreement; (m) Agent shall have received a certificate from an officer of each Borrower certifying that all tax returns required to be filed such Borrower have been timely filed and all taxes upon such Borrower or its properties, assets, income, and franchises (including real property taxes and payroll taxes) have been paid prior to delinquency, except 40 such taxes that are the subject of a Permitted Protest; (n) Agent shall have received a certificate from an officer of each Borrower certifying that to the best of such Borrower's knowledge there are no outstanding complaints against any Borrower made to any public utilities commission in any jurisdiction in which any Borrower operates, except such complaints that have been fully disclosed to the Lenders and are satisfactory to Agent and the Lenders; (o) Agent shall have received a letter from Chase Equipment Leasing, Inc. ("Chase"), in form and substance satisfactory to each Lender, acknowledging that Chase's liens in the Equipment leased by Borrower from Chase does not extend to the Accounts generated by such Equipment; (p) Agent shall have received payment of all accrued and unpaid Lender Group Expenses; (q) Agent shall have received a certificate from an officer of each Borrower certifying that there has been no Material Adverse Change in the financial condition of such Borrower or the Collateral since July 31, 1998; and (r) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance satisfactory to Agent, each Lender, and their respective counsel.

  • Conditions Precedent to the Initial Extension of Credit The obligation of each Lender to make the initial extensions of credit provided for hereunder is subject to the fulfillment, to the satisfaction of Agent and each Lender, of each of the conditions precedent set forth on Schedule 3.1 to this Agreement (the making of such initial extensions of credit by a Lender being conclusively deemed to be its satisfaction or waiver of the conditions precedent).

  • Conditions Precedent to Initial Credit Extension Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (c) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (d) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (h) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

  • Conditions Precedent to the Loan The obligation of the Lender to make the Loan on the Closing Date is subject to the fulfillment, to the satisfaction of the Lender, of all of the following conditions precedent in addition to the conditions specified in Article II: (a) Borrower shall have executed and delivered to the Lender the Note, dated the Closing Date. (b) Lender shall have received on or before the Closing Date an executed copy of: (i) a certificate of Borrower, dated the Closing Date, substantially in the form set forth in Exhibit L hereto together with the attachments specified therein; (ii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Dodge LLP, counsel to Borrower, dated the Closing Date, substantially in the form of Exhibit M hereto and otherwise in form and substance satisfactory to the Lender; (iii) an opinion of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, counsel of Borrower , dated the Closing Date, substantially in the form of Exhibit N hereto and otherwise in form and substance satisfactory to the Lender. (iv) an opinion of ▇▇▇▇▇▇, ▇▇▇▇▇ & Anasasi, LLP, counsel of Borrower, dated the Closing Date, substantially in the form of Exhibit O hereto and in form and substance satisfactory to the Lender. (c) Borrower shall have delivered to the Lender a certificate, dated the Closing Date, of a Senior Officer of Borrower (the statements made in which shall be true and correct on and as of the Closing Date): (i) attaching copies, certified by such officer as true and complete, of Borrower’s certificate of incorporation or other organizational documents (together with any and all amendments thereto) certified by the appropriate Governmental Authority as being true, correct and complete copies; (ii) attaching copies, certified by such officer as true and complete, of resolutions of the Board of Directors of Borrower authorizing and approving the execution, delivery and performance by Borrower of this Agreement, the other Transaction Documents and the transactions contemplated herein and therein; (iii) setting forth the incumbency of the officer or officers of Borrower who have executed and delivered this Agreement and the other Transaction Documents including therein a signature specimen of each such officer or officers; and (iv) attaching copies, certified by such officer as true and complete, of certificates of the appropriate Governmental Authority of the jurisdiction of formation, stating that Borrower is in good standing under the laws of such jurisdiction. (d) Borrower shall have executed and delivered to the Lender the Loan Documents and such other documents as the Lender may reasonably request, in each case, in form and substance satisfactory to the Lender. (e) Borrower shall have executed and delivered to the Lender the Warrant Agreement. (f) The Transaction Documents shall be in full force and effect. (g) The Lender shall have received all fees and expenses due and payable to the Lender on the Closing Date under this Agreement and the other Transaction Documents. (h) No event shall have occurred and be continuing that constitutes a Default or an Event of Default under this Agreement or a similar event under the other Transaction Documents and no such event will occur or will have occurred by reason of the Loan. (i) The representations and warranties made by Borrower in Article VIII hereof and in the other Transaction Documents shall be true and correct as of the Closing Date, before and after giving effect to the Loan. (j) Borrower shall have delivered to the Lender true copies of the License Agreements certified by an officer of Borrower, including all amendments, supplements or other modifications thereto, and each License Agreement and amendment, supplement or other modification thereto shall be in full force and effect. (k) All filings, recordings and other actions that are necessary or reasonably requested by the Lender in order to establish, protect, preserve and perfect the security interest in the assets of Borrower as provided in the Security Agreement as a valid and perfected first priority security interest with respect to such assets shall have been duly effected. (l) All necessary governmental and third-party approvals, consents and filings, including in connection with the Loan, the Security Agreement and the Warrant Agreement shall have been obtained or made and be in full force and effect. (m) The Lender shall have conducted a background check of the officers of Borrower and the results shall be to the satisfaction of the Lender. The Lender shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act, including, without limitation, the information described in Section 13.19. (n) The Lender shall have received from Borrower (i) an executed copy of the Release of Security Agreement between Borrower and ▇▇▇▇ Royalty Funds Holdings II, (ii) evidence to the satisfaction of the Lender that such release(s) in form and substance satisfactory to the Lender will be filed with the U.S. Patent and Trademark Office and the U.S. Copyright Office on the Closing Date, (iii) evidence to the satisfaction of the Lender that a UCC-3 termination statement will be filed with the office of the Secretary of State of the State of Delaware on the Closing Date, and (iv) evidence to the satisfaction of the Lender of agreements to terminate (A) the lockbox agreement among ▇▇▇▇ Royalty Funds Holdings II, Borrower and ▇▇ ▇▇▇▇▇▇ Chase Bank, and (B) the escrow arrangement with respect to duplicate libraries for the benefit of ▇▇▇▇ Royalty Funds Holdings II.

  • Conditions Precedent to Initial Advance Bank’s obligation to make the initial Advance is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Initial Warrant; (c) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Advance, will be terminated or released; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (i) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; and (j) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.