Conditions Precedent to the Initial Advance Sample Clauses
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Conditions Precedent to the Initial Advance. The obligation of the Lender Group (or any member thereof) to make the initial Advance is subject to the fulfillment, to the satisfaction of Agent, each Lender, and their respective counsel, of each of the following conditions on or before the Closing Date:
(a) the Closing Date shall occur on or before October 15, 1998;
(b) Agent shall have received all financing statements and fixture filings required by the Lender Group, duly executed by Borrower, and Agent shall have searches reflecting the filing of its financing statements with the Secretary of the Commonwealth of Massachusetts and the City Clerk of Quincy, Massachusetts;
(c) Agent shall have received each of the following documents, duly executed, and each such document shall be in full force and effect:
(i) the Disbursement Letter;
(ii) the Pay-Off Letter;
(iii) the Suretyship Agreement;
(iv) the Fee Letter;
(v) the Agents' Side Letter;
(vi) the Intercompany Subordination Agreement;
(vii) the Stock Pledge Agreement;
(viii) Termination statements relative to all financing statements filed by Sprint Communications;
(ix) WorldCom Subordination Agreement (or termination statements relative to all financing statements filed by WorldCom Network Services, Inc. dba WilTel, Inc.);
(x) the Hale ▇▇▇ordination Agreement;
(xi) the Customer List Escrow Agreement; and 39
(d) Agent shall have received a certificate from the Secretary of each Borrower attesting to the resolutions of such Borrower's Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Borrower is a party and authorizing specific officers of such Borrower to execute the same;
(e) Agent shall have received copies of each Borrower's Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of such Borrower;
(f) Agent shall have received a certificate of status with respect to each Borrower, dated as of a date within a reasonable proximity to the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Borrower, which certificate shall indicate that such Borrower is in good standing in such jurisdiction;
(g) Agent shall have received certificates of status with respect to each Borrower, each dated as of a date within a reasonable proximity to the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions in which its failure to be duly q...
Conditions Precedent to the Initial Advance. The obligations of the Banks hereunder and the obligation of each Bank to make the Initial Advance are subject to the condition precedent that Administrative Agent shall have received and approved on or before the Closing Date (other than with respect to paragraph (10) below which shall be required prior to the Initial Advance) each of the following documents, and each of the following requirements shall have been fulfilled:
Conditions Precedent to the Initial Advance. The obligation of the Bank to make the initial Advance and the first extension of credit to or on account of the Borrower hereunder is subject to the conditions precedent that the Bank shall have received before the date of such initial Advance and such first extension of credit all of the following, in form and substance satisfactory to the Bank:
Conditions Precedent to the Initial Advance. The obligation of the Bank to fund the initial Advances or issue any Letter of Credit is subject to the condition precedent that the Bank shall have received the following, each in form and substance satisfactory to the Bank:
(a) The Note, properly executed on behalf of the Co-Borrowers.
(b) The Guaranties, properly executed on behalf of the appropriate Guarantor.
(c) The Security Documents (other than the Mortgages), properly executed on behalf of the appropriate Credit Party, together with:
(i) financing statements with respect to each Credit Party to be filed in all jurisdictions which, in the opinion of the Bank, are reasonably necessary to perfect the security interests created by the Security Documents, to the extent such security interests can be perfected by filing; and
(ii) current searches of appropriate filing offices in each state (and county, to the extent relevant) in which a Credit Party has an office or otherwise conducts business (including, without limitation, patent and trademark offices, secretaries of state and county recorders) showing that no state or federal tax liens have been filed and remain in effect against any Credit Party, and that no financing statements or other notifications or filings have been filed and remain in effect against any Credit Party, other than those for which the Bank has received an appropriate release, termination or satisfaction or those permitted in accordance with Section 6.1.
(d) Evidence of all insurance required by the terms of any Loan Document, together with appropriate certificates and loss payable endorsements showing the Bank as additional insured and loss payee thereunder.
(e) Evidence that all actions which, in the opinion of the Bank, are reasonably necessary to perfect and protect the security interests created by the Security Documents have been taken.
(f) Copies of the Articles of Incorporation and Bylaws (or other comparable organizational documents) of each Credit Party, certified by the Secretary or Assistant Secretary of such Credit Party as being true and correct copies thereof.
(g) A certificate of good standing for each Credit Party, dated not more than thirty (30) days prior to the date hereof, and evidence satisfactory to the Bank that each Credit Party is qualified to conduct its business in each state where it presently conducts such business if failure to obtain any such qualification or licensing would have a Material Adverse Effect.
(h) A signed copy of a certificate of the S...
Conditions Precedent to the Initial Advance. The obligation of the Lenders to make the Initial Advance under this Agreement is subject to and conditional upon the following conditions precedent being satisfied, fulfilled or otherwise met to the satisfaction of the Finance Parties on or before July 31, 2013, or such other date as is mutually agreed to in writing between the Borrower and the Agent:
Conditions Precedent to the Initial Advance. The obligation of the Lender to make its initial Advance is subject to the fulfillment of: (i) the conditions precedent set forth in Section 5.2; and (ii) the following conditions precedent:
(a) the Lender shall have received, in a form satisfactory to it: (i) copies certified by a senior officer of the Borrower of its Charter Documents, the resolutions of its board of directors approving the Credit Facility Documents and all documents evidencing any necessary corporate action of the Borrower with respect to the Credit Facility Documents; (ii) a certificate of good standing for the Borrower; and (iii) a favourable opinion of Borrower's counsel as to such matters as the Lender may require;
(b) the Credit Facility Documents shall have been executed and delivered to the Lender, the Security shall have been created, and all registrations, filings or recordings necessary or desirable to preserve, protect or perfect the enforceability and priority of the Security shall have been completed, all in such form, content and manner as is satisfactory to the Lender;
(c) all of the representations and warranties contained in Article 6 hereof shall be correct on and as of the Closing Date as though made on and as of such date; and
(d) the Lender shall have received such other documents as it may reasonably request.
Conditions Precedent to the Initial Advance. The obligation of each Lender to make an initial Advance hereunder and of the Issuing Bank to issue an initial Letter of Credit are subject to the following conditions precedent being satisfied on or prior to January 31, 2005:
Conditions Precedent to the Initial Advance. The obligations of each Lender under this Agreement and the obligation of each Lender to make the Initial Advance shall be subject to the following conditions precedent that on the Closing Date:
(a) All terms, conditions and documentation in connection with this amendment and restatement shall be acceptable to Lenders.
(c) Each Lender shall have received a Certificate from an Authorized Officer stating that no material adverse change in the business, assets, prospects, or financial condition of Company and its Subsidiaries since the December 31, 1996 financial statements provided to Lenders. Administrative Agent shall have received financial information regarding Company and each Subsidiary of Company requested by it.
(d) Each Lender shall have received an executed copy of this Agreement and its respective Notes, duly completed and correct. Lenders shall have received copies of the Fee Letters signed by Company, as applicable. Each of the following shall have been delivered to Administrative Agent on behalf of Lenders, in form and substance satisfactory to Administrative Agent, Special Counsel and each Lender. The Guaranty Agreement executed by each Guarantor and a Subordination Agreement executed by each payee of an Intercompany Note.
(e) Company shall have delivered to Administrative Agent a Certificate, dated the Closing Date, executed by an Authorized Officer, certifying that, to such Authorized Officer's knowledge, (i) no Default or Event of Default has occurred and is continuing, (ii) the representations and warranties set forth in Article IV hereof are true and correct in all material respects, and (iii) Company and each Subsidiary of Company has complied with all agreements and conditions to be complied with by it in all material respects under the Loan Papers by such date.
(f) Company and each Guarantor shall have each delivered to Administrative Agent on behalf of Lenders a Secretary's Certificate, dated the Closing Date, certifying (i) that attached copies of the certificates of organization certified by the Secretary of States of the appropriate states, and bylaws are true and complete, and in full force and effect, without amendment except as shown, and (ii) that a copy of the resolutions authorizing execution and delivery of this Agreement and any Loan Papers, as appropriate, are true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified, or revoked, and constitute all resolut...
Conditions Precedent to the Initial Advance. The obligation of Lender and each Co-Lender to make the initial Advance of the Loan (or its pro rata share thereof) on the Closing Date is subject to the satisfaction by Borrower on the Closing Date of the following conditions precedent:
Conditions Precedent to the Initial Advance. Agent and ▇▇▇▇▇▇ will make the initial Advance provided for hereunder only after the satisfaction or waiver, as determined by Agent and ▇▇▇▇▇▇▇, of each of the following conditions precedent (the making of such initial Advance by a Lender being conclusively deemed to be its satisfaction or waiver of the conditions precedent):
(a) Agent shall have received each of the following documents, in form and substance satisfactory to Agent, duly executed, and each such document shall be in full force and effect: (i) To the extent required under Section 5.15, Control Agreements with respect to all Deposit Accounts and Securities Accounts constituting Collateral maintained by, or for the benefit of, Borrower, (ii) The Co-Lender Agreements; (iii) a Borrowing Base Certificate; (iv) Amendment Number One; (v) The supplement to the Perfection Certificate; and (vi) The Intercompany Subordination Agreement;
(b) Agent shall have received duly executed copies of each amendment to the Obligor Loan Documents reasonably requested by Agent and in form and substance satisfactory to Agent, and each such amendment shall be in full force and effect; (c) Agent shall have received all Negotiable Collateral required to be delivered to Agent and duly endorsed by Borrower pursuant to the terms and provisions of Section 4.3 and Section 7.13; (d) Borrower shall have received a copy of the SRT Financing Facility, in form and substance satisfactory to Agent, duly executed, and each such document shall be in full force and effect; - 57 – BN 88856835v9