Initial Advances Sample Clauses
Initial Advances. In addition to the terms and conditions set forth in Section 4.2, the obligation of the Lenders to make the initial Advance is conditioned on the Administrative Agent receiving, prior to or on the date of such Advance, each of the following items in form, detail and content reasonably satisfactory to the Administrative Agent, each Lender, and its counsel:
(a) a duly executed Revolving Credit Note for each Lender which has requested the same;
(b) a certificate of the secretary or an assistant secretary of the Borrower and each of its Subsidiaries (i) certifying an attached complete and correct copy of its bylaws; (ii) solely in the case of the Borrower, certifying an attached complete and correct copy of resolutions duly adopted by the Borrower’s board of directors which have not been amended since their adoption and remain in full force and effect, authorizing the execution, delivery and performance of this Agreement and the Related Documents to which it is a party; (iii) solely in the case of Independent Bank, certifying an attached copy of its certificate of formation, and in the case of the Borrower and each other Subsidiary, certifying that the articles of incorporation or charter attached to the applicable certificate of the Office of the Secretary of State of incorporation delivered pursuant to Section 4.1(d) hereof are complete and correct and have not been amended since the date of the last date of amendment thereto indicated on such certificate of the secretary of state; and (iv) certifying as to the incumbency and specimen signature of each officer executing this Agreement and all other Related Documents to which it is a party, and including a certification by another officer as to the incumbency and signature of the secretary or assistant secretary executing the certificate;
(c) an opinion of counsel for the Borrower in form and substance reasonably satisfactory to the Administrative Agent, its counsel, and each Lender;
(d) certificates of status or good standing for the Borrower and each Subsidiary issued by the applicable Office of the Secretary of State of incorporation or organization and the respective state, if any, in which the Borrower’s or such Subsidiary’s principal place of business is located, and certified copies of the articles of incorporation for the Borrower and each Subsidiary, all issued by the Office of the Secretary of State of the state of the Borrower’s or such Subsidiary’s incorporation, as applicable, within thirty (30) ...
Initial Advances. The Borrower shall give the Administrative Agent in the case of Base Rate Advances at least one (1) Business Day's irrevocable prior written notice in the form of a Request for Advance, or telephonic notice followed immediately by a Request for Advance; provided, however, that the Borrower's failure to confirm any telephonic notice with a Request for Advance shall not invalidate any notice so given.
Initial Advances. Provided that all conditions thereto hereunder are satisfied and subject to the limitations contained herein, Lenders will fund and Administrative Agent will make the initial Revolving Loan Advance on the Effective Date as directed by Borrower in a written direction delivered to Administrative Agent. The manner of disbursement shall be subject to Administrative Agent's approval.
Initial Advances. The obligation of each Lender to make the ---------------- initial Advance to be made by it, and the obligation of the Issuing Lender to issue the initial Letter of Credit, is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the Lenders, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs):
(1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders and Borrower;
(2) Line A Notes executed by Borrower in favor of each Lender, each in a principal amount equal to that Lender's Pro Rata Share of the Line A Commitment;
(3) Line B Notes executed by Borrower in favor of each Lender, each in a principal amount equal to that Lender's Pro Rata Share of the Line B Commitment;
(4) the Subsidiary Guaranty executed by each Subsidiary Guarantor;
(5) with respect to Borrower and the Subsidiary Guarantors, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of Borrower and the Subsidiary Guarantors, their qualification to engage in business in each material jurisdiction in which they are engaged in business or required to be so qualified, their authority to execute, deliver and perform the Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on their behalf, including certified copies of articles of incorporation and --------- amendments thereto, bylaws and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates, Certificates of Responsible Officials, and the like;
(6) the Opinion of Counsel;
(7) a Certificate of the chief financial officer of Borrower certifying t...
Initial Advances. The obligation of Lenders to make the initial advances under this agreement is subject to the condition precedent that, on or before the date of such advance, Administrative Agent and Lenders have received, there shall have been performed and there shall exist, the documents, actions and other matters set forth below, each in form, scope and substance, and (as applicable) dated as of a date, satisfactory to Administrative Agent and Lenders:
Initial Advances. The Borrower shall give the Administrative Agent in the case of Eurodollar Advances at least three (3) Business Days' irrevocable prior written notice in the form of a Request for Advance, or telephonic notice followed immediately by a Request for Advance; provided, however, that the Borrower's failure to confirm any telephonic notice with a Request for Advance shall not invalidate any notice so given. The Administrative Agent, whose determination shall be conclusive absent manifest error, shall determine the available Eurodollar Bases and shall notify the Borrower of such Eurodollar Bases. The Borrower shall promptly notify the Administrative Agent by telephone or telecopy, and shall immediately confirm any such telephonic notice in writing, of its selection of a Eurodollar Basis and Interest Period for such Advance; provided, however, that the Borrower's failure to confirm any such telephonic notice in writing shall not invalidate any notice so given.
Initial Advances. (A) Refinancing the Existing UPC Facility ------------------------------------- Subject to the provisions of clause 3.1(a), the Borrowers undertake to comply with the terms of this clause 4 so as to ensure that a Drawdown Notice is delivered for an Advance to be made on or before 10th October 1997 (or such other date as may be agreed by the Agent) by the Parent in an amount not less than the aggregate of the amount certified to the Parent by the Agent to be equal to the principal amount outstanding under the Existing UPC Facility together with all unpaid interest thereon and any other amounts payable in relation thereto. The Borrowers irrevocably authorise the Agent, and the Agent agrees, to apply that part of such Advance as is equal to the amount so certified in discharge of the Parent's obligations in respect of the Existing UPC Facility and the Agent's obligations under clause 8.2 in respect of such Advance shall be to remit the balance following such discharge (if any) to the Parent forthwith. Unless and until the Existing UPC Facility has been repaid in full and cancelled and all (if any) security granted in connection therewith has been unconditionally discharged in full to the satisfaction of the Agent or has been assigned or transferred to the Security Trustee, no further Advances may be made to the Borrowers hereunder.
(B) Refinancing the Existing Norkabel Facility ------------------------------------------ Subject to the provisions of clause 3.1(a) and clause 3.1(c), the Borrowers undertake to comply with the terms of this clause 4 so as to ensure that, on the earliest of (i) the date of the Norwegian Merger, (ii) the date falling three Banking Days prior to the date of the Philips Advance or (iii) 12th December 1997 (or such other date as may be agreed by the Agent) a Drawdown Notice is delivered to the Agent by (i) (if the Norwegian Merger has not occurred) Norkabel or (ii) (if the Norwegian Merger has occurred) New ▇▇▇▇▇ in an amount not less than the aggregate of the principal amount certified by the Agent to the Parent and the relevant Norwegian Borrower to be equal to the principal amount outstanding under the Existing Norkabel Facility together with all unpaid interest thereon and any other amounts payable in relation thereto. The Borrowers irrevocably authorise the Agent, and the Agent agrees, to apply that part of such Advance as is equal to the amount so certified in discharge of Norkabel's obligations in respect of the Existing Norkab...
Initial Advances. The Lenders' obligations to make the initial Advances and issue the Letters of Credit pursuant to Section 2 of this Second Restated Credit Agreement are subject to the fulfillment of each of the following conditions:
Initial Advances. 2.2.1. Loan Advances shall be used by ▇▇▇▇▇▇ to pay, or reimburse Borrower for, closing costs listed in the Schedule of Closing Costs (Exhibit 2) attached to and made a part of this Loan Agreement, except that Loan Advances will only be used to pay origination fees in an amount not exceeding $1,800.
2.2.2. Loan Advances shall be used by ▇▇▇▇▇▇ to discharge the liens on the Property listed in the Schedule of Liens (Exhibit 2) attached to and made a part of this Loan Agreement.
2.2.3. Lender shall pay an initial Loan Advance to Borrower in the amount indicated on the attached payment plan (Exhibit 1).
2.2.4. Initial advances required by this Section 2.2. shall be made as soon as such advances are permitted by the applicable provisions of 12 CFR Part 226 (Truth in Lending) governing ▇▇▇▇▇▇▇▇'s right of rescission, but not before that time.
Initial Advances. The obligation of the Bank to make initial ---------------- Advances on the Term C Loans and the continuation of the other Loans is subject to the conditions precedent that, on or before the date of the Advance, the Bank shall have received the following:
A. As to the Revolving Credit Loans:
(1) The duly executed Revolving Credit Note.
(2) A duly executed Notice of Revolving Credit Advance.
(3) The duly executed Application for Letter of Credit, if the Advance requested is for a Letter of Credit.
B. As to the Term Loans:
(1) The duly executed Term Notes.
(2) A duly executed Notice of Term Loan Advance.
C. Each of the Collateral Documents duly executed by the parties thereto. Each document, including, without limitation, any Financing Statement, required by the Collateral Documents, under law or requested by the Bank to be filed, registered or recorded in order to create, in favor of the Bank, a perfected first priority Lien on the Collateral described therein shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested, the Bank shall have received an acknowledgment copy, or other evidence satisfactory to the Bank, of each such filing, registration or recordation and satisfactory evidence of the payment of any necessary fee, tax or expense relating thereto. The Bank shall have received the possession of any Collateral for which possession is required to perfect a Lien.
D. A search of uniform commercial code records of each appropriate jurisdiction wherein ▇▇▇▇▇▇, EDP or EDP Temp does business, including searches under all assumed or business names under which any of them operates, reflecting that there are no financing statements filed of record.
E. A Seller Debt Subordination Agreement in the form of Exhibit 9.1.E to the Restated Agreement, duly executed by each Seller who holds Subordinated Indebtedness.
F. A Seller Preferred Stock Subordination Agreement in the form of Exhibit 9.1.F to the Restated Agreement, duly executed by each Seller who holds Approved Preferred Stock.
G. A Seller Debt Subordination Agreement in the form of Exhibit 9.1.G to this Fourth Restated Agreement, duly executed by each Seller who holds Subordinated Indebtedness pursuant to the EDP Asset Purchase Agreement.
H. A true and correct copy of the final, duly executed copy of the EDP Asset Purchase Agreement and true and correct copies of all final documentation with respect thereto, ...