Conditions to Borrowing Sample Clauses
The 'Conditions to Borrowing' clause sets out the specific requirements that must be satisfied before a borrower can access loan funds under an agreement. Typically, these conditions include the delivery of certain documents, evidence of compliance with covenants, and confirmation that no default has occurred. For example, a lender may require up-to-date financial statements or proof of insurance before disbursing funds. This clause ensures that the lender's interests are protected by verifying the borrower's eligibility and readiness, thereby reducing the risk of lending.
Conditions to Borrowing. The Bank will not be obligated to make (or continue to make) advances hereunder unless (i) the Bank has received executed originals of the Note and all other documents or agreements applicable to the loans described herein, including but not limited to the documents specified in Article III (collectively with this Agreement the “Loan Documents”), in form and content satisfactory to the Bank; (ii) if the loan is secured, the Bank has received confirmation satisfactory to it that the Bank has a properly perfected security interest, mortgage or lien, with the proper priority; (iii) the Bank has received certified copies of the Borrower’s governance documents and certification of entity status satisfactory to the Bank and all other relevant documents; (iv) the Bank has received a certified copy of a resolution or authorization in form and content satisfactory to the Bank authorizing the loan and all acts contemplated by this Agreement and all related documents, and confirmation of proper authorization of all guaranties and other acts of third parties contemplated hereunder; (v) if required by the Bank, the Bank has been provided with Opinion of the Borrower’s counsel in form and content satisfactory to the Bank confirming the matters outlined in Section 2.2 and such other matters as the Bank requests; (vi) no default exists under this Agreement or under any other Loan Documents, or under any other agreements by and between the Borrower and the Bank; and (vii) all proceedings taken in connection with the transactions contemplated by this Agreement (including any required environmental assessments), and all instruments, authorizations and other documents applicable thereto, are satisfactory to the Bank and its counsel.
Conditions to Borrowing. The obligation of each Lender to make its Loans hereunder is subject solely to the receipt by the Administrative Agent of a Loan Notice therefor in accordance with Section 2.02 and to the satisfaction (or waiver in accordance with Section 11.01) of the following conditions precedent (or simultaneous, to the extent specified herein) on or after the Effective Date:
(a) The Administrative Agent’s receipt of the following, each of which may be delivered by facsimile or other electronic transmission (including “pdf” and “tif”), followed promptly after the Closing Date by originals, provided that the delivery of any originals shall not be a condition precedent to the Closing Date:
(i) a certificate, dated the Closing Date and signed by a Responsible Officer of Ultimate Parent, certifying that the conditions specified in Sections 4.02(b), 4.02(c), 4.02(d) and 4.02(e) have been satisfied on and as of the Closing Date, in the form attached as Exhibit G hereto; and
(ii) a certificate, dated the Closing Date and signed by the chief executive officer, chief financial officer or treasurer of Ultimate Parent, as to the financial condition and Solvency of Ultimate Parent and its Subsidiaries (on a consolidated basis, after giving effect to the Transactions), in the form attached as Exhibit H hereto.
(b) Since November 16, 2014, no “Company Material Adverse Effect” (as defined in the Allergan Merger Agreement) shall have occurred and be continuing.
(c) The Allergan Acquisition shall have been, or substantially simultaneously with the making of the Loans shall be, consummated in accordance with the terms of the Allergan Merger Agreement without giving effect to any amendments, modifications, supplements, waivers or consents thereto after November 16, 2014, by Ultimate Parent or any of its Affiliates that are materially adverse to the interests of the Lenders and not approved by the Arrangers (which approval shall not be unreasonably withheld, conditioned or delayed). It is understood and agreed that (i) no increase in consideration shall be deemed to be materially adverse to the interests of the Lenders so long as such increase is solely in the form of additional Equity Interests in Ultimate Parent and (ii) any amendment to the definition of “Company Material Adverse Effect” (including by means of any such amendment to the definition of “Effects”) in the Allergan Merger Agreement shall be deemed materially adverse to the interests of the Lenders.
Conditions to Borrowing. The making of the Advances hereunder is subject to the following conditions precedent:
Conditions to Borrowing. On the Closing Date:
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) The Administrative Agent shall have received, on behalf of itself, and the Lenders on the Closing Date, a favorable written opinion of (i) O’Melveny & ▇▇▇▇▇ LLP, counsel for the Loan Parties, and (ii) each local counsel specified on Schedule 4.02(b), in each case (A) dated the Closing Date, (B) addressed to, the Administrative Agent and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent.
(c) The Administrative Agent shall have received in the case of each Loan Party each of the items referred to in clauses (i), (ii) and (iii) below:
(i) a copy of the certificate or articles of incorporation, certificate of limited partnership or certificate of formation, including all amendments thereto, of each Loan Party, (A) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date from such Secretary of State (or other similar official) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary of each such Loan Party;
(ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying
(A) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below,
(B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party (or its managing general partner, managing member or equivalent) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowing...
Conditions to Borrowing. The making of any Loan hereunder is subject to the following conditions precedent:
Conditions to Borrowing. Unless otherwise agreed to by the Agent and the Banks and subject to the performance by the Loan Parties of their other obligations under the Loan Documents, the Banks shall have no obligation to advance any funds to the Borrower or to issue or renew any Letter of Credit until all legal matters incident to the transactions contemplated by the Loan Documents are resolved in a manner satisfactory to Agent and the Banks and until the Borrower shall have provided Agent with the following:
A. This Agreement, the Notes, Mortgage, Guaranty Agreements, Security Agreements, Pledge Agreement, Financing Statements and other Loan Documents duly executed by the appropriate Loan Parties and all in form and substance satisfactory to Agent and the Banks.
B. Evidence satisfactory to Agent and the Banks authorizing the execution and delivery by each Loan Party of this Agreement, the Notes, the Mortgage, the Guaranty Agreements, the Security Agreement, the Pledge Agreement, the Financing Statements and the other Loan Documents.
C. Opinions of counsel for the Loan Parties, addressed to Agent and the Banks, satisfactory to Agent's counsel, relating to such matters as the Agent may reasonably require.
D. Certificates executed by the Borrower stating that no defaults have occurred which are unremedied or unwaived under any agreement, lease, assignment or other document or instrument by or through which the Borrower or Subsidiary has any rights, titles or interests in connection with the Property.
E. Evidence satisfactory to Agent and the Banks that there has been recorded in the appropriate offices documents and instruments establishing that the Borrower and the Subsidiary have good and marketable rights, titles and interests in and to the Property and delivery to the Banks of copies of all the documents and instruments pursuant to which, or establishing that, the Borrower and the Subsidiaries have acquired such rights, titles and interests.
F. Evidence satisfactory to Agent and the Banks of the recordation and filing of the Mortgage, the Financing Statements and any other Loan Document as soon as possible after the date hereof, but in any event no later than ten (10) days after the date hereof.
G. Delivery to the Agent of all original certificates of stock or membership units of all Restricted Subsidiaries of the Borrower, together with duly executed undated stock powers in blank.
H. Delivery to the Agent of all original executed intercompany notes, if any, to be pledged in acc...
Conditions to Borrowing. The agreement of each Lender to make the Term Loans on the Closing Date is subject to the satisfaction (or waiver), prior to or concurrently with the making of such Term Loans, of the following conditions precedent:
Conditions to Borrowing. The obligation of the Lender to make any advance of the Term Loan under this Agreement is subject to the following conditions precedent:
(a) The representations and warranties of the Borrower contained in Article V hereof or in the Ordinance, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct on and as of the date of the Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Section 5.09 will be deemed to refer to the most recent statements furnished pursuant to clause (b)(i) of Section 6.01.
(b) No Default or Event of Default exists, or would result from the making of such Term Loan or from the application of the proceeds thereof.
(c) Such Term Loan does not violate any order, judgment or decree of any court or authority of competent jurisdiction or any provision of law as then in effect.
(d) The Lender shall have received, in form and substance satisfactory to it, such other assurances, certificates, documents or consents related to the foregoing as the Lender reasonably may require. The Borrower’s request for the Term Loan shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the Borrowing.
Conditions to Borrowing. The obligation of each Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions:
Conditions to Borrowing. 35 5.1. Initial Borrowing......................................... 35 5.1.1.Resolutions, etc.......................................... 35 ▇.▇.▇.▇▇▇▇▇▇▇▇ of Notes......................................... 36 5.1.3.Applicable Margin......................................... 36 5.1.4.Guaranty.................................................. 36 5.1.5.Pledge Agreements......................................... 36 ▇.▇.▇.▇▇▇▇▇▇▇▇ Agreement........................................ 36 5.1.7.Intellectual Property Assignment.......................... 37 5.1.8.Opinions of Counsel....................................... 37 5.1.9.Agreements................................................ 37 5.1.10.Closing Fees, Expenses, etc.............................. 37 5.2. All Borrowings and Letters of Credit...................... 37 5.2.1.Compliance with Warranties, No Default, etc............... 37 5.2.2.Borrowing Request; LC Notice.............................. 38 5.2.3.Satisfactory Legal Form................................... 38 ARTICLE VI