Conditions to Initial Borrowing Sample Clauses
Conditions to Initial Borrowing. The obligation of each Lender to extend credit to, and of each Issuing Bank to issue Letters of Credit hereunder to, the Borrower on the Closing Date is subject only to the satisfaction, or waiver in accordance with Section 10.01, of each of the following conditions precedent, except as otherwise agreed between the Borrower and the Required Lenders:
(a) The Administrative Agent’s receipt of the following, each of which may be originals, facsimiles or copies in .pdf format, unless otherwise specified:
(i) this Agreement, duly executed by the Borrower;
(ii) the Guaranty and the Security Agreement, in each case, duly executed each Loan Party;
(iii) confirmation satisfactory to the Administrative Agent that certificates, if any, representing the Pledged Equity of the Restricted Subsidiaries that constitute Collateral, in each case, accompanied by undated stock powers executed in blank are held by the Term Loan Agent pursuant to the terms of that certain Equal Priority Intercreditor Agreement, dated September 30, 2020, among, inter alios, the Term Loan Agent, Mizuho Bank, Ltd. and the Borrower;
(iv) a Perfection Certificate duly executed by the Borrower on behalf of the Loan Parties;
(A) certificates of good standing from the secretary of state or other applicable office of the state of organization or formation of the Borrower and each other Loan Party, (B) resolutions or other applicable action of the Borrower and each other Loan Party and (C) an incumbency certificate and/or other certificate of Responsible Officers of the Borrower and each other Loan Party, evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which it is a party or is to be a party on the Closing Date;
(vi) a joinder to the Closing Date Intercreditor Agreement;
(vii) an opinion from the following special counsel to the Loan Parties (or certain of the Loan Parties): ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, with respect to matters of New York and certain aspects of Delaware law;
(viii) a certificate from the chief financial officer or other officer with equivalent duties of the Borrower as to the Solvency (after giving effect to the Transactions on the Closing Date) of the Borrower substantially in the form attached hereto as Exhibit H;
(ix) a certificate of a Responsible Officer of the Borrower certifying the satisfaction of the conditions set forth in Sections 4.01(c), (d...
Conditions to Initial Borrowing. The obligation of each Lender to advance the initial Borrowing hereunder is subject to the conditions precedent that the Administrative Agent shall have received, on or before the Closing Date, the following:
Conditions to Initial Borrowing. The obligation of each Lender to make a Loan as part of the first Borrowing hereunder shall not become effective until the following conditions precedent shall have been satisfied or waived in writing by the Majority Lenders:
Conditions to Initial Borrowing. The obligation of each Lender to extend credit to the Borrower and of the Issuing Bank to issue Letters of Credit hereunder on the Closing Date is subject to the satisfaction prior to (or substantially simultaneously with) the consummation of the Acquisition of, or due waiver in accordance with Section 11.01 of, each of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent or otherwise set forth on Schedule 6.16:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or copies in.pdf format unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
(i) a Committed Loan Notice, which must be delivered at least (A) three (3) Business Days Business Days prior to the Closing Date if the Borrowing on the Closing Date will be of Eurodollar Rate Loans or (B) one (1) Business Day prior to the Closing Date if the Borrowing on the Closing Date will be of Base Rate Loans;
(ii) executed counterparts of this Agreement and the Guaranty;
(iii) each Collateral Document set forth on Schedule 4.01(a)(iii) required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party that is a party thereto, together with:
(A) certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank;
(B) a Perfection Certificate duly executed by each Loan Party; and
(C) to the extent required under the Collateral and Guarantee Requirement, evidence that all other actions, recordings and filings required shall have been taken, completed or otherwise provided thereunder;
(iv) such certificates of good standing from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date and, in the case of the Borrower including certification by a Responsible Officer of the Borrower that (x) the documents referred to in clause (vii) below are in full force and effect as of the Clos...
Conditions to Initial Borrowing. The obligations of Lenders to make the initial Borrowing and of Issuing Bank to issue the initial LC is subject to satisfaction of the following conditions precedent on or before the Closing Date:
Conditions to Initial Borrowing. The obligation of the Conduit Investors, or if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group, to fund the initial Borrowing hereunder shall be subject to the satisfaction of the conditions precedent that each Funding Agent shall have received a duly executed and authenticated Series 2008-1 Note registered in its name or in such other name as shall have been directed by the applicable Committed Note Purchaser and stating that the principal amount thereof shall not exceed the Maximum Investor Group Principal Amount of such Funding Agent’s Investor Group and HVF shall have paid all fees required to be paid by it on the Series 2008-1 Closing Date, including all fees required hereunder.
Conditions to Initial Borrowing. The obligation of the Lenders to close this Credit Agreement and make initial Loans hereunder is subject to the satisfaction of such of the following conditions in all material respects on or prior to the Closing Date as shall not have been expressly waived in accordance with Section 9.01, with each delivery item set forth below in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(a) the Administrative Agent shall have received multiple counterparts hereof signed by each of the parties hereto;
(b) the Administrative Agent shall have received duly executed Notes for the account of each Lender that requests Notes;
(c) the Administrative Agent and each Lender shall have received legal opinions of counsel to the Borrower, in form and substance satisfactory to the Administrative Agent and the Lenders;
(d) the Administrative Agent shall have received the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of the Borrower certified as of a recent date by the Secretary of State of the state of formation of the Borrower;
(e) the Administrative Agent shall have received a certificate of good standing (or certificate of similar meaning) with respect to the Borrower issued as of a recent date by the Secretary of State of the state of formation of the Borrower and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which the Borrower is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effect;
(f) the Administrative Agent shall have received a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of the Borrower with respect to each of the officers of the Borrower authorized to execute and deliver the Credit Documents to which the Borrower is a party and authorized to execute and deliver on behalf of the Borrower Loan Notices;
(g) the Administrative Agent shall have received copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of the Borrower of (A) the by-laws of the Borrower and (B) all corporate or other necessary action taken by the Borrower to ...
Conditions to Initial Borrowing. The obligations of the Lenders to make Loans and 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 (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement (a “Lender Addendum”) signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed Lender Addendum) that such party has signed a counterpart of this Agreement.
Conditions to Initial Borrowing. This Agreement shall become effective upon, and the obligation of each Lender to make its portion of the Loans to be advanced on the Closing Date is subject to, satisfaction of the following conditions precedent:
Conditions to Initial Borrowing. The obligation of Lender to loan the initial Borrowing hereunder is subject to the satisfaction of each of the following conditions: