Conditions to Each Funding Date Clause Samples
The "Conditions to Each Funding Date" clause sets out specific requirements that must be satisfied before a lender is obligated to provide funds on any scheduled funding date. Typically, these conditions may include the borrower delivering certain documents, meeting financial covenants, or ensuring that no default has occurred under the agreement. By establishing clear prerequisites for each disbursement, this clause protects the lender by ensuring that funds are only advanced when all agreed-upon conditions are met, thereby reducing the risk of lending in adverse circumstances.
Conditions to Each Funding Date. The occurrence of each Funding Date and each Lender’s obligations to make the Loans pursuant to Section 2.01 are subject to the receipt by the Administrative Agent (except as set forth otherwise below) of each of the following documents, and the satisfaction of the conditions precedent set forth below, each of which must be satisfied to the reasonable satisfaction of the Administrative Agent (unless waived in accordance with Section 10.02):
Conditions to Each Funding Date. The obligation of any Committed Lender to make a Loan on the occasion of any Borrowing is subject to the prior approval by the Agent (and the Required Lenders, as applicable) at the Borrower’s request to add the applicable Railcars and Leases to be acquired on such Funding Date to the Portfolio in accordance with Section 2.02, and to the satisfaction of the following conditions: (
Conditions to Each Funding Date. The obligations of the Lenders to make Loans hereunder on any Funding Date are subject to the satisfaction of the following conditions, each of which shall be reasonably satisfactory to the Administrative Agent in form and substance (or such condition shall have been waived by the Administrative Agent with the consent of (x) all of the Lenders in relation to a waiver in respect of 4.02
Conditions to Each Funding Date. The obligations of the Lenders to make Loans hereunder shall not become effective unless, on or prior to each Funding Date, each of the following conditions is satisfied (or waived in accordance with Section 9.02):
(a) A copy of the announcement that the Offer has been declared unconditional in all respects, including confirmation that acceptances have been received pursuant to the Offer in respect of Liberty Ordinary Shares which, when aggregated with (i) any Liberty Ordinary Shares owned by the Borrower and its Subsidiaries and (ii) any other Liberty Ordinary Shares which are otherwise capable of being counted towards fulfilling the acceptance condition in accordance with Note 5 on Rule 10 of the City Code, represent more than 50% of the Liberty Ordinary Shares.
(b) The Lenders shall have received a customary certificate substantially in the agreed form from a financial officer of the Borrower confirming the solvency of the Borrower and the Certain Funds Loan Parties on a consolidated basis after giving effect to the Transactions.
Conditions to Each Funding Date. The obligation of the Lenders to make the Loans hereunder on each Funding Date is subject to the prior or concurrent satisfaction or waiver of each of the following conditions precedent:
(a) all of the conditions precedent set forth in Section 3.2 of the Participation Agreement and Section 2 of the Purchase Agreement with respect to each Aircraft to be financed on such date as set forth therein shall have been satisfied or waived by the Lenders;
(b) the representations and warranties of the Borrower, Wheels Up, the other Issuer Group Members, the Guarantor and Delta set forth in each of the Operative Agreements shall be true and correct in all material respects on and as of the Funding Date;
(c) the favorable written opinion or opinions with respect to the Operative Agreements to be executed in connection with the Funding Date and the transactions contemplated thereby of special counsel dated the Funding Date, addressed to the Facility Agent, the Security Trustee, the Arranger, the Structuring Agent and the Lenders, in form and substance reasonably satisfactory to special counsel to the Lenders, including: V▇▇▇▇▇ Price LLP, special New York counsel to Wheels Up, and any other legal opinions required pursuant to Section 3.2 of the Participation Agreement in form and substance reasonable satisfactory to the Lenders;
(d) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof), if any, of the Borrower, Wheels Up and each Issuer Group Member certified by their respective managing member, secretary or assistant secretary as of the Funding Date, approving and adopting the Operative Agreements to be executed by such Person in connection with the Funding Date, and authorizing the execution and delivery thereof;
(e) specimen signatures of directors, officers or trustees (as applicable) of the Borrower, Wheels Up and each Issuer Group Member executing the Operative Agreements on behalf of the Borrower, Wheels Up and each Issuer Group Member, certified by a Responsible Officer of such Person;
(f) the Organizational Documents of the Borrower, Wheels Up and each Issuer Group Member, certified as of a recent date by the Secretary of State or comparable official of its jurisdiction of organization or, in the case of Wheels Up, a Responsible Officer;
(g) certificates issued as of a recent date by the Secretaries of State or comparable officials of the respective jurisdictions of formation of the Borrower, Wheels ...
Conditions to Each Funding Date. The obligation of any Committed Lender to make a Loan on the occasion of any Borrowing (other than, except in the case of paragraphs (e) (to the extent applicable), (f) and (j), the Initial Funding Date) is subject to the satisfaction of the following conditions:
Conditions to Each Funding Date. The obligation of each Lender to make an Initial Term Loan on the occasion of any Borrowing (other than any conversion or continuation of any Initial Term Loan) is subject to the Administrative Agent’s receipt of a Committed Loan Notice in accordance with the requirements hereof and to the satisfaction of the following conditions: (a) The Specified Representations shall be true and correct in all material respects on and as of the date of such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects, as of such date; provided that, to the extent any such representation and warranty is qualified by, or subject to, “materiality”, “Material Adverse Effect” or similar language, the same shall be true and correct in all respects.
Conditions to Each Funding Date. The obligations of each Lender to make a Credit Loan on each Funding Date shall be subject to the satisfaction prior to or at and as of each Funding Date of the following conditions precedent:
Conditions to Each Funding Date. The obligation of each Lender to make its Loan on each Funding Date is subject to the occurrence of the Effective Date and the satisfaction of the following conditions:
(a) the representations and warranties of the Company set forth in this Agreement (other than those set forth in Sections 3.04(c) and 3.06) and the other Loan Documents shall be true and correct in all material respects (except to the extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on and as of such Funding Date except where any representation and warranty is expressly made as of a specific earlier date, such representation and warranty shall be true in all material respects as of any such earlier date;
(b) the Administrative Agent shall have received a Borrowing Request substantially in the form of Exhibit C in accordance therewith;
(c) at the time of and immediately after giving effect to such Borrowing on such Funding Date, no Default shall have occurred and be continuing; and
(d) the Administrative Agent shall have received a certificate attesting to the solvency of the Company and its Subsidiaries (taken as a whole) on such Funding Date after giving effect to the Loans in the form of Exhibit H, dated as of such Funding Date and executed by a Financial Officer of the Company. The Borrowing of Loans on each Funding Date shall be deemed to constitute a representation and warranty by the Company on the date thereof as to the matters specified in Sections 4.02(a) and 4.02(c).
Conditions to Each Funding Date. The obligation of any Lender to make a Loan on the occasion of any Loan is subject to the satisfaction of the following conditions: