Conditions to Funding Sample Clauses
Conditions to Funding. The obligations of the Lenders to make any Credit Extension hereunder on the Funding Date are subject to the satisfaction of the following conditions:
(a) The Funding Date shall be a Business Day on or before the Long StopLongstop Date.
(b) The Administrative Agent shall have received, on behalf of itself and the Lenders, a legal opinion of Ropes & ▇▇▇▇ International LLP, New York counsel for the Borrower, in form reasonably acceptable to the Administrative Agent (i) dated the Funding Date, (ii) addressed to the Administrative Agent, the Security Agent and the Lenders and (iii) covering such other matters relating to the Loan Documents and the Existing Transactions as the Administrative Agent shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received:
(i) A copy of the Organization Documents of each Loan Party.
(ii) In respect of each Loan Party incorporated or established and/or having its registered office in the United States, a certificate of good standing in respect of such Loan Party.
(iii) A copy of a resolution of the board or, if applicable, a committee of the board, of directors of each Loan Party (A) approving the terms of, and the transactions contemplated by, the Loan Documents to which it is a party and resolving that it execute, deliver and perform the Loan Documents to which it is a party; (B) authorising a specified person or persons to execute the Loan Documents to which it is a party on its behalf; and (C) authorising a specified person or persons, on its behalf, to sign and/or deliver all documents and notices (including, if relevant, any Borrowing Request) to be signed and/or delivered by it under or in connection with the Loan Documents to which it is a party.
(iv) A specimen of the signature of each person authorised by the resolution in relation to the Loan Documents and related documents.
(v) A secretary’s certificate of each Loan Party in a form reasonably satisfactory to the Administrative Agent.
(d) [Reserved].
(e) The Administrative Agent shall have received, at least three Business Days prior to the Funding Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested by the Initial Lenders at least ten days prior to the Funding Date.
(f) The Administrative Agent shall ha...
Conditions to Funding. (A) The Lenders shall be obligated to make Advances on a Disbursement Date with respect to German Contract Price Loans and Non-German Contract Price Loans if, and only if, (1) not later than 10:00 a.m. New York time on the date that is five Business Days prior to such Disbursement Date, Administrative Agent shall have received (and each Lender shall have received promptly thereafter) (x) from Borrower an appropriately completed Borrower Disbursement Certificate and (y) from Equipment Supplier an appropriately completed Equipment Supplier Disbursement Certificate, and (2) the other conditions set forth in Section 6.3 are satisfied.
(B) Subject to Section 2.4, the Lenders shall be obligated to make Advances on a Disbursement Date with respect to Eligible Interest Loans if, and only if, (1) not later than 10:00 a.m. New York time on the date that is five Business Days prior to such Disbursement Date, Administrative Agent shall have received (and each Lender shall have received promptly thereafter) from Borrower an appropriately completed Borrower Disbursement Certificate and (2) the other conditions set forth in Section 6.3 are satisfied.
(C) The Lenders shall be obligated to make Advances on a Disbursement Date with respect to Hermes Guarantee Fee Loans if, and only if, (1) (x) not later than 10:00 a.m. New York time on the date that is five Business Days prior to such Disbursement Date, Administrative Agent shall have received (and each Lender shall have received promptly thereafter) from Borrower an appropriately completed Borrower Disbursement Certificate and (y) the other conditions set forth in Section 6.3 are satisfied or (2) not later than 10:00 a.m. New York time on the date that is three Business Days prior to such Disbursement Date, Administrative Agent shall have received (and each Lender shall have received promptly thereafter) from Hermes Agent a written notice that Hermes Agent has paid, or wishes to pay, all or any portion of the Hermes Guarantee Fees, which written notice shall be include a request for an Advance in an amount equal to such portion of the Hermes Guarantee Fees (provided that in no event shall Hermes Agent request an Advance for payment by Hermes Agent of any Hermes Guarantee Fee Shortfall).
Conditions to Funding. No Secured Party shall have any obligation to --------------------- advance any funds to the Borrower in connection with any Funding unless, on the date of such Funding, (i) after giving effect to such Funding, the Aggregate Net Investment plus the Interest Component of all Commercial Paper issued by the ---- CP Lenders to fund the Aggregate Net Investment (it being understood that, for purposes of determining whether the Interest Component of Commercial Paper may be paid from the proceeds of Commercial Paper issued on the maturity date of such Commercial Paper, the amount of such capitalized Interest Component shall constitute a "Funding") would not exceed the Maximum Facility Limit and, in the case of a Funding for the acquisition of Asset Backed Securities, after giving effect to such Funding, the aggregate Net Investment as it relates to Asset Backed Securities would not exceed the ABS Funding Sub-Limit and in the case of a same day Funding, after giving effect to such Funding, the sum of all outstanding same day Fundings, would not exceed the Swing Line Funding Limit (such same day Funding only to be provided by PARCO); (ii) with respect to each Lending Group, after giving effect to such Funding, the related Net Investment of such Lending Group plus the Interest Component of all Commercial Paper issued ---- by the CP Lenders in such Lending Group to fund such Net Investment (it being understood that, for purposes of determining whether the Interest Component of Commercial Paper may be paid from the proceeds of Commercial Paper issued on the maturity date of such Commercial Paper, the amount of such capitalized Interest Component shall constitute a "Funding") would not exceed the related Facility Limit and, in the case of a Funding for the acquisition of Asset Backed Securities after giving effect to such Funding, the related Net Investment as it relates to Asset Backed Securities would not exceed the ABS Funding Sub-Limit and, in the case of a same day Funding, after giving effect to such Funding, the sum of all outstanding same day Fundings would not exceed the Swing Line Funding Limit (such same day Funding only to be provided by PARCO); (iii) each APA Bank's pro rata share of such Funding, would not exceed the amount of its unused --- ---- Commitment (it being understood that, for purposes of determining whether the Interest Component on Commercial Paper may be paid from the proceeds of Commercial Paper issued on the maturity date of such Commercia...
Conditions to Funding. (i) the Agreement Effective Date shall have occurred;
(ii) upon the funding of the Incremental Term Loans on the Incremental Term Loan Closing Date, (x) payment by Company to each Incremental Term Loan Lender a fee equal to 1.00% of such Incremental Term Loan Lender’s Incremental Term Loan Commitment (the “Upfront Fee”), which Upfront Fee shall be earned, due and payable in full on the Incremental Term Loan Closing Date, (y) payment by Company of the Incremental Ticking Fee and (z) payment by Company to Credit Suisse Securities (USA) LLC all fees set forth in the Engagement Letter dated as of October 3, 2013 between Company and Credit Suisse Securities (USA) LLC;
(iii) Administrative Agent shall have received at the Notice Office on or before the Incremental Term Loan Closing Date, in accordance with the provisions of Section 2.1B of the Credit Agreement, an executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer or the treasurer of Company or by any officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative Agent;
(iv) Company shall have sent a notice of redemption in accordance with Section 1105 of the 2009 Senior Notes Indenture within eight Business Days of the Agreement Effective Date in connection with the 2009 Note Redemption;
(v) as of the date that the notice of redemption was sent as described in clause (iv) above, the representations and warranties contained in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of that date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; and
(vi) no event shall have occurred and be continuing or would result from the consummation of the borrowing of the Incremental Term Loans that would constitute a Potential Event of Default or an Event of Default under Sections 8.1 or 8.6 of the Credit Agreement. [Officers’ certificate required to be delivered pursuant to clause (iii) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement certifying that the conditions set forth in clauses (i) and (ii) of the definition of “Incremental Loan Com...
Conditions to Funding. The obligation of each Lender to make any Loan on any Funding Date is subject to the satisfaction, or waiver in accordance with Section 8.08, of the following conditions precedent:
Conditions to Funding. In addition, the Lenders will not be obligated to fund the Loans unless at the time of such funding (a) the representations and warranties made in the Loan Papers are true and correct in all material respects at such time (except that (i) any representations and warranties that speak to a specific date shall be true and correct in all material respects as of such specific date and (ii) any representations and warranties that are qualified by “Material Adverse Effect” or other materiality language shall be true and correct in all respects at such time), (b) no Default or Event of Default shall have occurred and shall be continuing, (c) the funding of such Loans are permitted by Law, and (d) if requested by the Administrative Agent or the Majority Lenders, the Borrower shall have delivered to the Administrative Agent evidence substantiating any of the matters contained in this Agreement which are necessary to enable the Borrower to qualify for such Loans. The borrowing of the Loans on the Closing Date by the Borrower hereunder shall constitute a representation and warranty by the Borrower as of the Closing Date that the conditions contained in this Section 4.2 shall have been satisfied.
Conditions to Funding. The Sponsor’s obligation to pay the Commitment to Parent shall be subject to (i) the execution and delivery of the Merger Agreement by the Company and each other ECL by the parties thereto; (ii) the satisfaction, or waiver by Parent (pursuant to the terms of the Interim Investor Agreement), of each of the conditions to Parent’s and Merger Sub’s obligations to effect the Merger set forth in Sections 7.01 and 7.02 of the Merger Agreement as in effect from time to time (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the prior or substantially concurrent satisfaction or waiver (pursuant to the terms of the Interim Investor Agreement) of such conditions); (iii) the substantially contemporaneous consummation of the contribution of the Rollover Shares by each Rollover Shareholder pursuant to Articles III (Rollover) of the Support Agreement, or Parent or Company, as applicable, concurrently seeking enforcement of Articles III (Rollover) the Support Agreement against such Rollover Shareholder, (iv) the substantially contemporaneous funding to Parent in full of the contributions by each Other Sponsor contemplated by the other ECLs directly or indirectly through Permitted Syndications or as otherwise permitted under the Interim Investor Agreement, which shall not have been modified, amended or altered in any manner adverse to the Sponsor without the Sponsor’s prior written consent, or Parent or Company, as applicable, concurrently seeking enforcement of the applicable ECL against such Other Sponsor, provided, that the satisfaction or failure of the condition set forth in item (iv) shall not limit or impair the ability of Parent or the Company to seek enforcement of the obligations of the Sponsor under and in accordance with this letter agreement, if (x) the Company is also concurrently seeking enforcement of the other ECLs or (y) each Other Sponsor has satisfied or will satisfy its obligations under its ECLs in full concurrently with or prior to the funding of the Commitment by the Sponsor hereunder in accordance with this letter agreement; and (v) the substantially concurrent consummation of the Closing, provided, that if the Company seeks specific performance in accordance with Section 9.08 of the Merger Agreement and Parent or Merger Sub is ordered by a court of competent jurisdiction in a final non-appealable Order to specifically perform their obligations to effect the Closing pursuant to the Merger Agreement,...
Conditions to Funding. The obligation of the Lender to make the Loan is subject to the satisfaction of the following conditions prior to or concurrent with the funding of such Loan.
Conditions to Funding. The obligation of any Class A-R Noteholder to fund its Commitment Percentage of any Borrowing under Section 2.1 is subject to the following conditions:
(a) at the time of such Borrowing, the Commitment Termination Date shall not have occurred;
(b) the Indenture shall have been executed and delivered by each party thereto;
(c) no Event of Default shall have occurred and be continuing; and
(d) the amount of such Borrowing is equal to or greater than the Minimum Borrowing Amount.
Conditions to Funding. The obligation of the Banks to make any Loans is subject to the following conditions: