CONDITIONS TO EFFECTIVENESS AND LENDING Clause Samples

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) As of the Effective Date, except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the quarter ending March 31, 2003, since December 31, 2002 there shall have occurred no Material Adverse Change. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Consolidated Subsidiaries pending or, to its knowledge, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed by the Borrower in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b) hereto (collectively, the "Disclosed Litigation") or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, the Borrower shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Borrower shall have notified the Agent as to the proposed Effective Date. (f) The Borrower shall have paid all accrued fees and invoiced expenses of the Agent and the Lenders (including the accrued fees and invoiced expenses of counsel to the Agent). (g) On ...

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.0. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) The Borrower shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (b) The Borrower shall have paid all fees and other amounts due and payable. (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (d) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) the representations and warranties contained in Section 4.01 are correct on and as of the Effective Date; and (ii) no event has occurred and is continuing that constitutes a Default. (e) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectively. (ii) A guaranty, in substantially the form of Exhibit E hereto (as amended, supplemented or otherwise modified from time to time, the "Guaranty"), duly executed by each of the Guarantors. (iii) An indemnity, subrogation and contribution agreement, in substantially the form of Exhibit F hereto (as amended, supplemented or otherwise modified from time to time, the "Indemnity Agreement"), duly executed by the Borrower and each of the Guarantors. (iv) Certified copies of the resolutions of the board of directors of the Borrower approving this Agreement, the Notes and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes and the Indemnity Agreement. (v) Certified copies of the resolutions of the board of directors of each of the Guarantors approving the Guaranty and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect ...

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01, 2.03 and 2.04....................37

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 2000.

CONDITIONS TO EFFECTIVENESS AND LENDING. Section 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03............

CONDITIONS TO EFFECTIVENESS AND LENDING. 11 SECTION 3.01. Conditions Precedent to Effectiveness of Section 2.01..........11 SECTION 3.02. Conditions Precedent to each Borrowing.........................12 SECTION 3.03. Determinations Under Section 3.01..............................12

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. 24 SECTION 3.02. Conditions Precedent to Each Revolving Credit Borrowing, Increase Date and Extension Date. 25 SECTION 3.03. Conditions Precedent to Each Competitive Bid Borrowing. 26 SECTION 3.04. Determinations Under Section 3.01 26

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03............ 38 SECTION 3.02. Conditions Precedent to Each Revolving Credit Borrowing.................... 39 SECTION 3.03. Conditions Precedent to Each Competitive Bid Borrowing..................... 40 SECTION 3.04. Conditions Precedent to Each Increase Date................................. 40 SECTION 3.05. Determinations Under Section 3.01.......................................... 41

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03........................... 26 SECTION 3.02. Initial Loan to Each Designated Subsidiary................................................ 28