Conditions to Initial Loans and Letters of Credit Sample Clauses
The 'Conditions to Initial Loans and Letters of Credit' clause sets out the specific requirements that must be satisfied before a lender is obligated to provide the first loan or issue any letters of credit under a financing agreement. Typically, these conditions include the delivery of necessary documentation, evidence of borrower compliance with covenants, and confirmation that no default or adverse events have occurred. By establishing these prerequisites, the clause ensures that the lender is protected and that all parties are prepared for the commencement of the credit facility, thereby reducing the risk of immediate default or administrative issues at the outset.
Conditions to Initial Loans and Letters of Credit. The obligation of each Lender to make its Loans, and the obligation of the Issuing Lender to issue any Letter of Credit, on the Closing Date are subject to the satisfaction, or waiver by such Lender, immediately prior to or concurrently with the making of such Loans or the issuance of such Letters of Credit, as the case may be, of the following conditions:
Conditions to Initial Loans and Letters of Credit. The agreement of each Lender to make the initial Loan requested to be made by it, or the Issuing Lender to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction on the Closing Date of the following conditions precedent:
(a) Unless waived by all the Lenders, the Administrative Agent’s receipt of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Officer of the Borrower or a Guarantor, as the case may be (to the extent there are any Guarantors as of the Closing Date), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender, the Borrower and each Guarantor (to the extent there are any Guarantors as of the Closing Date);
(ii) Revolving Credit Notes executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender’s Commitment;
(iii) a Swingline Note executed by the Borrower in favor of the Swingline Lender (if it requests such a Note) in the principal amount of the Swingline Commitment;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower and/or any of the Guarantors (to the extent there are any Guarantors as of the Closing Date) as the Administrative Agent may require to evidence the identities, 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;
(v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower and each Guarantor (to the extent there are any Guarantors as of the Closing Date) is duly organized or formed, validly existing and in good standing, including certified copies of the organization documents and certificates of good standing with respect to the Borrower and the Guarantors (to the extent there are any Guarantors as of the Closing Date);
(vi) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in subsections 6.2(a) and (b) have been satisfied as of the Closing Date (including, solely ...
Conditions to Initial Loans and Letters of Credit. The effectiveness of this Agreement is subject to satisfaction of each of the following conditions:
(a) On or before the Effective Date, the Borrower shall have delivered to the Lenders (or to the Administrative Agent with sufficient copies, originally executed where appropriate, for each Lender) each, unless otherwise noted, dated the Effective Date:
(i) Certified copies of its Certificate of Incorporation, together with a good standing certificate from the Secretary of State of the jurisdiction of its incorporation, each to be dated a recent date prior to the Effective Date;
(ii) Copies of its Bylaws, certified as of the Effective Date by its corporate secretary or an assistant secretary;
(iii) Resolutions of its Board of Directors, directly or indirectly, approving and authorizing the execution, delivery and performance of this Agreement and any other documents, instruments and certificates required to be executed by the Borrower in connection herewith and, directly or indirectly, approving and authorizing the incurrence of the Loans and the issuances of the Letters of Credit, each certified as of the Effective Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment;
(iv) Signature and incumbency certificates with respect to the Persons executing this Agreement;
(v) Executed copies of this Agreement; and
(vi) Such other documents as the Administrative Agent may reasonably request.
(b) The Administrative Agent shall have received an originally executed copy of the favorable written opinion of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Borrower, dated as of the Effective Date, substantially in the form of Exhibit B annexed hereto; the Borrower hereby expressly instructs such counsel to prepare such opinion and deliver it to the Lenders for their benefit and such opinion shall contain a statement to that effect.
(c) The Administrative Agent shall have received an originally executed copy of the favorable written opinion of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., Senior Associate General Counsel of the Borrower, dated as of the Effective Date, substantially in the form of Exhibit C annexed hereto; the Borrower hereby expressly instructs such counsel to prepare such opinion and deliver it to the Lenders for their benefit and such opinion shall contain a statement to that effect.
(d) The Administrative Agent shall have received an originally executed copy of the favorable written opinion of ▇▇▇▇▇ ...
Conditions to Initial Loans and Letters of Credit. The agreement of each Lender to make the initial Loan requested to be made by it, or to issue any Letter of Credit, is subject to the satisfaction on the Closing Date of the following conditions precedent:
Conditions to Initial Loans and Letters of Credit. Waive any condition set forth in Section 7.1(a), or, in the case of the making or issuance of the initial Loan or Letter of Credit, Section 7.2 without the consent of all of the Lenders;
Conditions to Initial Loans and Letters of Credit. The obligations of Lenders to make the Loans to be made on the Closing Date and the issuance of any Letters of Credit to be issued on the Closing Date are, in addition to the conditions precedent specified in Section 4.2 (in the case of any such Loans) or 4.3 (in the case of any such Letters of Credit), subject to prior or concurrent satisfaction of the following conditions:
Conditions to Initial Loans and Letters of Credit. The obligation of each Lender to fund its Term Loan and its Proportionate Share of the initial Revolving Loan, and the obligation of the Agent to cause the Issuing Bank to issue the initial Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent:
Conditions to Initial Loans and Letters of Credit. The obligation of each Lender to fund its Proportionate Share of the initial Loan and the obligation of the Issuing Bank to issue the initial Letter of Credit is subject to the satisfaction of the following conditions precedent:
(a) There shall be no pending or, to the best knowledge of the Borrowers, threatened litigation, proceeding, inquiry or other action seeking an injunction or other restraining order, damages or other relief with respect to the transactions contemplated by this Credit Agreement, the other Credit Documents or the transactions contemplated hereby and thereby or the Borrowers' other business activities, except where such litigation, proceeding, inquiry or other action could not reasonably be expected to have a Material Adverse Effect.
(b) The Borrowers shall have paid all accrued fees and expenses of the Agent (which have been invoiced) in connection with the negotiation, preparation, execution and delivery of the Credit Documents (including, without limitation, the reasonable accrued fees and expenses of counsel to the Agent).
(c) The Agent and the Lenders shall have received each of the agreements, opinions, reports, approvals, consents, certificates and other documents set forth on the Closing Document List attached hereto as Schedule 5.1(c), in each case, in form and substance satisfactory to the Lenders.
(d) All documentation relating to the transactions contemplated hereby (including, without limitation, the Credit Documents) shall be in form and substance satisfactory to the Agent and the Lenders.
(e) All Existing Indebtedness shall be on terms and conditions (including, without limitation, amount, pricing, amortization, intercreditor arrangements and extent of subordination) satisfactory to the Agent.
(f) Safety and its Subsidiaries shall have been released from all obligations under the Existing Loan Facility and all related documents and agreements pursuant to a release in form and substance satisfactory to the Agent and all liens and security interests related thereto shall be released or terminated.
(g) Except as set forth on Schedule 5.1(g), and except for (i) the filing of U.C.
Conditions to Initial Loans and Letters of Credit. The obligation of each Lender to make the Loans or of Wachovia to make any Swing Loan and/or of the Issuing Bank to issue Letters of Credit hereunder shall be subject to the satisfaction or waiver by the Agent in its reasonable discretion, on or before the Funding Deadline, of the following conditions precedent:
Conditions to Initial Loans and Letters of Credit. The obligation of each Lender to make its Loans on the Closing Date and the obligation of the Issuing Lenders to issue any Letter of Credit on the Closing Date are subject to the satisfaction, or waiver by the Lenders (or, in the case of the conditions specified in subsection 11.1(a), (c), (g), (l), (o), (v), (x) and (y) or any other conditions that may be waived by the Required Lenders as set forth below, waiver by the Required Lenders, or, in the case of the conditions specified in subsections 11.1(n), waiver by the Administrative Agent), immediately prior to or concurrently with the making of such Loans or the issuance of such Letter of Credit, as the case may be, of the following conditions precedent (which must be satisfied or waived on or prior to January 16, 2002):