Initial Advances and Letters of Credit Sample Clauses
Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans or issue any Letters of Credit unless (A) such initial Loans are made not later than December 31, 2002; and (B) the Borrower has furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory to the Administrative Agent and the Lenders in their sole and absolute discretion:
(i) Copies of the Certificate of Incorporation or Articles of Incorporation or other applicable organizational document of the Borrower and each of the Guarantors as of the Closing Date (collectively, the "LOAN PARTIES"), together with all amendments and a certificate of good standing, both certified as of a recent date by the appropriate governmental officer in its jurisdiction of organization;
(ii) Copies, certified by the Secretary or Assistant Secretary of each of the Loan Parties of their respective by-laws or operating agreement and of their respective Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Loan Documents entered into by it;
(iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Loan Parties, which shall identify by name and title and bear the signature of the officers of the applicable Loan Party authorized to sign the Loan Documents entered into by it and, of the Borrower to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Borrower;
(iv) A certificate, in form and substance satisfactory to the Administrative Agent and the Arranger, signed by the Chief Financial Officer of the Borrower, certifying that on the Closing Date (a) all the representations in this Agreement are true and correct in all material respects (unless such representation and warranty is made as of a specific date, in which case, such representation and warranty shall be true and correct as of such date), (b) no Default or Unmatured Default has occurred and is continuing, and (c) since September 30, 2001 no material adverse change in the business, financial condition, operations or results of operations of the Borrower, any Guarantor, the Borrower and its Subsidiaries, in each case taken as a whole, or the assets acquired pursuant to the terms of the Asset Purchase Agreement shall have occurred;
(v) The written opinion of the Loan Parties'...
Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans or issue any Letters of Credit unless the Borrowers have furnished to the Administrative Agent, with sufficient copies for the Lenders, such documents as the Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation, all of the documents reflected on the List of Closing Documents attached as Exhibit J to this Agreement (other than those designated to be delivered post-closing).
Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans or issue any Letters of Credit or purchase any participations therein unless (i) no law, regulation, order, judgment or decree of any Governmental Authority shall, and the Agent shall not have received any notice that litigation is pending or threatened which is likely to, (A) enjoin, prohibit or restrain the making of the initial Loans on the Closing Date or (B) impose or result in the imposition of a Material Adverse Effect; (ii) there shall have occurred no material adverse change in the primary and secondary loan syndication markets or capital markets generally; and
Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans or issue any Letters of Credit or purchase any participations therein, in each case, on the Closing Date, unless (i) such initial Loans are made not later than December 31, 1998; (ii) the Subordinated Notes and Senior Notes have been issued and the Borrower has received the net proceeds thereof; (iii) the ▇▇▇▇▇▇▇▇ Acquisition has been consummated; and (iv) the Borrower has furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders, all in form and substance reasonably satisfactory to the Administrative Agent and the Lenders:
Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans or issue any Letters of Credit unless the Borrowers have furnished to the Administrative Agent, with sufficient copies for the Lenders, such documents as the Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation, all of the documents reflected on the List of Closing Documents attached as Exhibit G to this Agreement (other than those designated to be delivered post-closing).
Initial Advances and Letters of Credit. The Lenders shall not be ------------------------------------------- required to make the initial Loans or issue any Letters of Credit unless the Borrower has furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory to the Administrative Agent and the Lenders:
(1) Copies of the Certificate of Incorporation of ▇▇▇▇▇▇▇, Energizer and each of the Subsidiary Guarantors (other than Energizer) (collectively, the "Loan Parties"), together with all amendments and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (2) Copies, certified by the Secretary or Assistant Secretary of each of the Loan Parties, of its By-Laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Loan Documents entered into by it;
Initial Advances and Letters of Credit. The Lenders shall not be required to make Loans or issue any Letters of Credit on the Transaction Closing Date unless:
Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans or issue any Letters of Credit (including the deemed issuance of the Transitional Letters of Credit) unless:
Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans or issue any Letters of Credit unless (i) such initial Loans are made not later than March 31, 1998; and (ii) the Borrower has furnished to the Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory to the Agent and the Lenders:
Initial Advances and Letters of Credit. The Lenders shall not be --------------------------------------- required to make the initial Loans or issue any Letters of Credit unless (i) such initial Loans are made not later than May 29, 1998 and (ii) the Company's Subsidiaries shall be capitalized (with contributions to capital, or, in the Company's discretion, loans) as described in the Consolidating Financial Forecasts for Subsidiaries dated February 25, 1998 and delivered to the Agent on February 26, 1998 and (iii) the Borrowers and Subsidiary Obligors have furnished to the Agent, with sufficient copies for the Lenders, all of the documents reflected on the List of Closing Documents attached as Exhibit E to --------- this Agreement; it being understood and agreed that the Agent will notify the Company in writing promptly when all of the conditions precedent have been satisfied, provided, that it is further understood and agreed that if all of -------- the conditions precedent described in clauses (i), (ii) and (iii) above shall ----------- ---- ----- not have been satisfied on or before May 29, 1998, the Aggregate Commitment hereunder shall be terminated as of such date (unless otherwise agreed by the Company and all of the Lenders) and all fees otherwise payable hereunder shall cease to accrue.