First Borrowing Sample Clauses
First Borrowing. On the Closing Date:
(a) This Agreement shall have been duly executed by all of the parties hereto (other than the Banks);
(b) Each Bank shall have received a duly executed Tranche 1 Note complying with the provisions of Section 2.04.
(c) The Agent shall have received the written opinion of Salon, Marrow & ▇▇▇▇▇▇▇, LLP, special counsel to the Borrower and the Guarantors, dated the Closing Date, addressed to the Banks and satisfactory to Pryor, Cashman, ▇▇▇▇▇▇▇ & ▇▇▇▇▇, counsel for the Agent, in the form attached hereto as Exhibit G.
(d) All legal matters incident to the Loans being made on the Closing Date shall be satisfactory to Pryor, Cashman, ▇▇▇▇▇▇▇ & ▇▇▇▇▇, counsel for the Agent.
(e) The Agent shall have received evidence, satisfactory to the Agent, of the maintenance by the Borrower and the Guarantors of the insurance required by Section 5.01(b).
(f) The Agent shall have received evidence, satisfactory to the Agent and to Pryor, Cashman, ▇▇▇▇▇▇▇ & ▇▇▇▇▇, counsel for the Agent, that the Borrower and its Subsidiaries shall have complied in all material respects with all applicable laws, regulations, ordinances, rules and orders of any Governmental Authority, including without limitation all environmental laws, regulations, ordinances, rules and orders.
(g) The Borrower shall have executed such documentation concerning environmental issues as the Agent may request, including indemnification agreements and other documents as shall be satisfactory to the Agent and to Pryor, Cashman, ▇▇▇▇▇▇▇ & ▇▇▇▇▇, counsel for the Agent.
(h) The Agent shall have received:
(i) a copy of the Borrower's Certificate of Incorporation, certified by the Secretary of State of the State of Delaware;
(ii) a certificate of such Secretary of State, dated as of a recent date, as to the good standing and charter documents of the Borrower on file in the office of such Secretary of State;
(iii) a certificate of the Secretary or an Assistant Secretary of the Borrower dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the By-laws of the Borrower as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of the Borrower authorizing the execution, delivery and performance of the Loan Documents and the borrowings hereunder and that such resolutions are in full force and effect, (C) that the Certificate of Incorporation of the Borrower has not been amended s...
First Borrowing. The obligations of the Lenders in respect of the first Credit Event hereunder is subject to the following additional conditions precedent:
(a) The Lenders shall have received the favorable written opinion of counsel for the Borrowers and each of the Guarantors and Grantors, substantially in the form of Exhibit C hereto, dated the Closing Date, addressed to the Lenders and satisfactory to the Agent.
(b) The Lenders shall have received (i) a copy of the certificate or articles of incorporation or constitutive documents, in each case as amended to date, of each of the Borrowers, the Grantors and the Guarantors, certified as of a recent date by the Secretary of State (or in the case of the Parent, a Responsible Officer), Provincial Registrar or other appropriate official of the state of its organization, and a certificate as to the good standing of each from such Secretary of State or other official, in each case dated as of a recent date; (ii) a certificate of the Secretary of each Borrower, Grantor and Guarantor, dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of such person's By-laws as in effect on the date of such certificate and at all times since a date prior to the date of the resolutions described in item (B) below, (B) that attached thereto is a true and complete copy of resolutions adopted by such person's Board of Directors authorizing the execution, delivery and performance of this Agreement, the Security Documents, the Notes, the other Loan Documents and the Credit Events hereunder, as applicable, and that such resolutions have not been modified, rescinded or amended and is in full force and effect, (C) that such person's certificate or articles of incorporation or constitutive documents have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to (i) above (or in the case of a person organized under the Federal or state laws of Canada, since the date of the certified articles of incorporation furnished pursuant to (i) above), and (D) as to the incumbency and specimen signature of each of such person's officers executing this Agreement, the Notes, each Security Document or any other Loan Document delivered in connection herewith or therewith, as applicable; (iii) a certificate of another of such person's officers as to incumbency and signature of its Secretary; and (iv) such other documents as the Agent or any Lender may reasonably re...
First Borrowing. The first Borrowing shall have occurred.
First Borrowing. On the Closing Date (or within such period of time thereafter as may be acceptable to the Lender in its discretion):
(a) The Lender shall have received a favorable written opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, external counsel for the Borrower and (ii) ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Senior Vice President, Secretary and Deputy General Counsel for the Borrower, and such other counsel as may be reasonably acceptable to the Lender, each in form and substance satisfactory to the Lender, (A) dated the Closing Date,
First Borrowing. The obligation of each Lender to make ---------------- its initial Loan is subject to the satisfaction of the following conditions:
(a) The Administrative Agent shall have received (i) this Agreement, executed and delivered by a duly authorized officer of each Borrower and each Lender and (ii) the subordinated Guaranty of JCPenney, substantially in the form of Exhibit B, executed and delivered by a duly authorized officer of JCPenney.
(b) The Administrative Agent shall have received a Closing Certificate of each Borrower, substantially in the form of Exhibit C, with appropriate insertions and attachments.
(c) Acquisition Co. shall have acquired at least 50.1% of the outstanding common stock of Eckerd in accordance with the Tender Offer Materials concurrently with the making of the initial Loans. The Tender Offer Materials shall not have been waived, amended, supplemented or otherwise modified in any material respect (other than to the extent necessary to extend the expiration date of the Tender Offer) without the prior written consent of the Required Lenders.
(d) All governmental and third party approvals (including approvals under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976) the absence of which would have a Material Adverse Effect shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which has restrained, prevented or otherwise imposed materially adverse conditions on the Transactions.
(e) The Lenders shall have received the upfront fees previously agreed by the Borrowers to be paid to the Lenders.
(f) The Administrative Agent shall have received an executed opinion of counsel to the Borrowers, dated the date hereof, substantially in the form of Exhibit D.
First Borrowing. On the Closing Date, the Agent shall have received the following (in the case of (a), (b), (c) and (d), each dated the Closing Date):
(a) an opinion of the General Counsel, the Associate General Counsel or an Assistant General Counsel of the Borrower addressed to the Lenders and the Agent in substantially the form of Exhibit B hereto;
(b) a certified copy of the resolutions of the Board of Directors of the Borrower authorizing the execution and delivery of this Agreement;
(c) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the Authorized Officers;
(d) a certificate signed by an Authorized Officer, confirming compliance with conditions set forth in paragraphs (b) and (c) of Section 4.01; and
(e) all Fees and other amounts due and payable on or prior to the Closing Date.
First Borrowing. On the date of this Agreement:
(a) Each Bank shall have received a duly executed Note complying with the provisions of Section 2.05.
(b) The Agent shall have received favorable written opinions of (i) Paine, Hamblen, Coff▇▇, ▇▇▇▇▇▇ & ▇ill▇▇, ▇▇neral counsel for the Borrower, and (ii)
First Borrowing. The Borrowing on the Closing Date referred to in Section 6.02(a) shall have occurred.
First Borrowing. On the Closing Date:
First Borrowing. The obligations of the Lenders in respect of the initial Loans hereunder is subject to the following additional conditions precedent:
(1) The Lenders shall have received one or more favorable written opinions of counsel for the Borrower dated the Closing Date, addressed to the Lenders and satisfactory to them in form and substance.
(2) The Lenders shall have received (i) a copy of the certificate or articles of incorporation or constitutive documents, in each case as amended to date, of the Borrower, certified as of a recent date by the Secretary of State or other appropriate official of the state of its organization, and a certificate as to the good standing of each from such Secretary of State or other official, in each case dated as of a recent date; (ii) a certificate of the Secretary of the Borrower dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of such person's bylaws as in effect on the date of such certificate and at all times since a date prior to the date of the resolution described in item (B) below, (B) that attached thereto is a true and complete copy of a resolution adopted by such person's Board of Directors authorizing the execution, delivery and performance of this Agreement, the Notes, the other Loan Documents and the borrowings made and to be made hereunder, as applicable, and that such resolution has not been modified, rescinded or amended and is in full force and effect, (C) that such person's certificate or articles of incorporation or constitutive documents has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to (i) above, and (D) as to the incumbency and specimen