Initial Credit Event Clause Samples

Initial Credit Event. The obligation of Bank to participate in any initial Credit Event hereunder is subject to satisfaction or waiver by Bank of the following conditions precedent: ‑30‑ DOCPROPERTY "CUS_DocIDChunk0" 4902-4014-4389\11 (a) Bank shall have received each of the following, in each case (i) duly executed by all applicable parties, (ii) dated a date satisfactory to Bank and (iii) in form and substance satisfactory to Bank: (i) this Agreement duly executed by B▇▇▇▇▇▇▇ and Bank; (ii) if requested by Bank, duly executed Notes of B▇▇▇▇▇▇▇ dated the date hereof and otherwise in compliance with the provisions of Section 2.10; (iii) the Guaranty, Security Agreement, the Pledge Agreement, and each of the other Collateral Documents required by Bank, together with (i) original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests in each of the entities being pledged as of the Closing Date, (ii) stock powers for the Collateral consisting of the stock or other equity interest in each entity being pledged, executed in blank and undated, (iii) UCC financing statements to be filed against Borrower and each Subsidiary, as debtor, in favor of Bank, as secured party, (iv) patent, trademark, and copyright collateral agreements to the extent requested by Bank, and (v) deposit account, securities account, and commodity account control agreements to the extent requested by Bank; (iv) evidence of all insurance required to be maintained under the Loan Documents; (v) copies of B▇▇▇▇▇▇▇’s and each Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (vi) copies of resolutions of B▇▇▇▇▇▇▇’s and each Subsidiary’s board of directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on B▇▇▇▇▇▇▇’s and each Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary; (vii) such documents and certifications as Bank may reasonably require to evidence that Borrower and each Subsidiary is validly existing, in good standing, and qualified to engage in business in its jurisdiction o...

Initial Credit Event. Before or concurrently with the first Credit Event: (a) The Administrative Agent shall have received this Agreement duly executed by the Borrower, each Guarantor, the Administrative Agent, and each Bank; (b) The Administrative Agent shall have received for each Bank in form and substance satisfactory to the Administrative Agent the favorable written opinion of (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇, Esquire, Deputy Global General Counsel to the Borrower and Guarantors, (ii) Loyens & Loeff, Dutch counsel to the Borrower and (iii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, English counsel to ▇▇▇▇▇ Lang LaSalle Limited; (c) The Administrative Agent shall have received for each Bank copies of the notarial deed of incorporation (including the articles of association) of the Borrower, certified by a Dutch civil law notary to be true copies and an original extract of the commercial register of the chamber of commerce of Amsterdam relating to the Borrower; (d) The Administrative Agent shall have received copies of the Certificate of Incorporation and bylaws (or equivalent) of each Guarantor, certified in each instance by its secretary or an assistant secretary (or its equivalent); (e) The Administrative Agent shall have received copies, certified by the secretary or assistant secretary (or its equivalent) of each Guarantor, of its board of directors' resolutions (or its equivalent) authorizing the execution of the Credit Documents to which it is a party; (f) The Administrative Agent shall have received certificates, executed by the secretary or assistant secretary of each Guarantor, which shall identify by name and title and bear the signature of the partners or officers authorized to sign the Credit Documents to which it is a party; (g) The Administrative Agent shall have received copies of the certificates of good standing (to the extent relevant) for each Guarantor (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization; (h) The Administrative Agent shall have received to the extent requested by any Bank, such Bank's duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.9(d) hereof; (i) The Administrative Agent shall have received for each Bank a list of the Borrower's Authorized Representatives; (j) All legal matters incident to the execution and delivery of the Credit Documents shall be satisfactory to the Banks; and (k) The Administrative Agent and each Ba...

Initial Credit Event. The obligation of each Lender and the L/C Issuer to participate in the initial Credit Event hereunder is subject to satisfaction or waiver by the applicable party of the following conditions precedent: (a) The transactions contemplated by the Closing Date Acquisition Agreement shall be consummated substantially concurrently with the initial funding under the Credits in accordance with the terms of the draft Closing Date Acquisition Agreement (without any amendment, modification or waiver of any of the provisions thereof that would be materially adverse to the Lenders without the consent of Administrative Agent); provided that (i) a reduction in the purchase price under the Closing Date Acquisition Agreement shall not be deemed to be materially adverse to the Lenders or the Administrative Agent so long as such decrease is allocated to reduce the Term Loan Commitments, (ii) any purchase price adjustment expressly contemplated by the Closing Date Acquisition Agreement (including any working capital purchase price adjustment) shall not be considered an amendment or waiver of the Closing Date Acquisition Agreement and (iii) (A) any change to the definition of “Material Adverse Effect” contained in the Closing Date Acquisition Agreement shall be deemed to be materially adverse to Lenders, (B) any amendment of the minimum inside date for the “Closing Date” as defined and set forth in the Closing Date Acquisition Agreement shall be deemed to be materially adverse to the interests of the Lenders and the Administrative Agent, and (C) any amendment or modification to any of the provisions relating to the liability, jurisdiction or status as a third party beneficiary under the Closing Date Acquisition Agreement of the Lenders or the Administrative Agent shall be deemed to be

Initial Credit Event. Before or concurrently with the first Credit Event: (a) The Administrative Agent shall have received this Agreement duly executed by Borrower, each Guarantor, and each Lender; (b) The Administrative Agent shall have received for each Lender in form and substance satisfactory to the Administrative Agent the favorable written opinion of (i) ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esquire, Global General Counsel to the Borrower and Guarantors, (ii) Loyens & Loeff, Dutch counsel to the Borrower, (iii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, English counsel to ▇▇▇▇▇ Lang LaSalle Limited, (iv) ▇▇▇▇▇ Lovells International LLP, German counsel to ▇▇▇▇▇ Lang LaSalle SE, and (v) the opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special Illinois counsel to the Borrower and Guarantors;

Initial Credit Event. Before or concurrently with the initial Credit Event:

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) The Agent shall have received, addressed to each Bank, one original of the favorable written opinion of J▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, in-house general counsel to the Borrower, covering the Borrower and all of the Guarantors and in form and substance satisfactory to the Agent and the Banks (copies of which will be provided by the Agent to each Bank); (b) The Agent shall have received (i) the Certificate of the Secretary or Assistant Secretary of the Borrower certifying (A) its Articles of Incorporation and all amendments thereto, and (B) the Borrower’s bylaws (or comparable constituent documents) and any amendments thereto, all in form and substance satisfactory to the Agent and its counsel, and (ii) a certificate of good standing of the Borrower certified as of a date not earlier than 20 days prior to the date hereof by the appropriate governmental officer of the Borrower’s jurisdiction of incorporation (copies of all such documents to be provided by the Agent to each Bank); (c) For each Significant Guarantor, the Agent shall have received (i) a Certificate of an Authorized Officer of such Significant Guarantor certifying that since June 6, 2003, (A) there have been no changes to its Articles of Incorporation or other charter document, and (B) there have been no changes to its bylaws (or comparable constituent documents), such Certificate to be in form and substance satisfactory to the Agent and its counsel, and (ii) a certificate of good standing of such Significant Guarantor certified as of a date not earlier than 20 days prior to the date hereof by the appropriate governmental officer of such Significant Guarantor’s jurisdiction of organization; (d) The Agent shall have received one original of resolutions of the Borrower’s and each Guarantor’s Board of Directors authorizing the execution and delivery of the Credit Documents to which it is a party on the Effective Date and the consummation of the transactions contemplated thereby, certified in each instance by its Secretary or Assistant Secretary (copies of all such documents to be provided by the Agent to each Bank); (e) The Agent shall have received for each Bank such Bank’s duly executed Revolving Note, and for the Swing Line Lender, the duly executed Swing Note, of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.6(a) and (b) hereof, respectively; (f) The Agent shall have received for each Bank a list of ...

Initial Credit Event. The obligation of Administrative Agent and Lenders to participate in any initial Credit Event hereunder is subject to satisfaction or waiver by Administrative Agent of the following conditions precedent:

Initial Credit Event. On or before the Effective Date: (a) The Administrative Agent shall have received for each Bank the favorable written opinion of (i) Faegre Drinker ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Borrower, and (ii) General Counsel to the Borrower; provided, either such opinion shall include a legal opinion to the effect that the Borrower has obtained all necessary approvals under PUHCA in connection with its obligations under the Credit Documents, and such other related matters as the Administrative Agent may reasonably request; (b) The Administrative Agent shall have received for each Bank copies of the Borrower’s (i) Articles of Incorporation, together with all amendments, and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary; (c) The Administrative Agent shall have received for each Bank satisfactory evidence that the Borrower’s Board of Directors has authorized the execution and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant Secretary; (d) The Administrative Agent shall have received for each Bank which has requested same such Bank’s duly executed Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.10(a) hereof; (e The Administrative Agent shall have received a duly executed set of the Credit Documents;

Initial Credit Event. On the Closing Date: (a) The Arrangers and the Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, favorable written opinions of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq., General Counsel of the Borrower, substantially to the effect set forth in Exhibit H-1, (ii) Akin, Gump, Strauss, ▇▇▇▇▇ & ▇▇▇▇, L.L.P., special counsel for the Parent and the Borrower, substantially to the effect set forth in Exhibit H-2, (iii) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Puerto Rican counsel for the Parent and the Borrower, substantially to the effect set forth in Exhibit H-3 and (iv) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, special counsel for the Borrower, substantially to the effect set forth in Exhibit H-4, in each case dated the Closing Date, addressed to the Administrative Agent, the Lenders and the Issuing Bank, and covering such other matters relating to the Loan Documents and the Transactions as the Arrangers and the Administrative Agent shall reasonably request, and the Parent and the Borrower hereby request such counsel to deliver such opinion. (b) The Arrangers and the Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State or comparable official of the state or other jurisdiction of its organization, and, except with respect to jurisdictions that do not issue such certificates for persons organized in the manner of such Loan Party, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State or other official; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the Borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the ...