Conditions Precedent to the Initial Extension of Credit Sample Clauses
The 'Conditions Precedent to the Initial Extension of Credit' clause sets out specific requirements that must be satisfied before a lender is obligated to provide the first loan or credit facility to a borrower. Typically, these conditions include the delivery of certain documents, evidence of compliance with laws, and confirmation that no default or adverse events have occurred. By establishing these prerequisites, the clause ensures that the lender is protected and that all necessary legal and financial safeguards are in place before any funds are disbursed.
Conditions Precedent to the Initial Extension of Credit. The obligation of each Lender to make the initial extensions of credit provided for hereunder is subject to the fulfillment, to the satisfaction of Agent and each Lender, of each of the conditions precedent set forth on Schedule 3.1 to this Agreement (the making of such initial extensions of credit by a Lender being conclusively deemed to be its satisfaction or waiver of the conditions precedent).
Conditions Precedent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to make the initial Advances (or otherwise to extend any credit provided for hereunder), is subject to the fulfillment, to the satisfaction of Agent in its Permitted Discretion, of each of the conditions precedent set forth below:
(a) the Closing Date shall occur on or before February 20, 2009;
(b) Agent shall have received a UCC Filing Authorization Letter, duly executed by Borrower and each Guarantor, together with appropriate financing statements on Form UCC-1;
(c) Agent shall have received each of the following documents, in form and substance satisfactory to Agent in its Permitted Discretion, duly executed, and each such document shall be in full force and effect:
(i) the Disbursement Letter;
(ii) the Fee Letter;
(iii) the Officers’ Certificate;
(iv) the Intellectual Property Security Agreements;
(v) originals of the Pledged Equity and Pledged Notes;
(vi) the Perfection Certificate; and
(vii) the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Lender of its Liens in and to the properties and assets of Borrower and its Subsidiaries;
(d) Agent shall have received a certificate from the Secretary of each Credit Party attesting to the resolutions of such Credit Party’s Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Credit Party is a party and authorizing specific officers of such Credit Party to execute the same;
(e) Agent shall have received copies of each Credit Party’s Governing Documents, as amended, modified, or supplemented as of the Closing Date, certified by the respective Secretary of such Credit Party;
(f) Agent shall have received a recent certificate of status with respect to each Credit Party, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Credit Party, which certificate shall indicate that such Credit Party is in good standing in such jurisdiction;
(g) Agent shall have received recent certificates of status with respect to each Credit Party, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Credit Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Credit Party is in good standing in such jurisdictio...
Conditions Precedent to the Initial Extension of Credit. The obligation of each Lender to make the initial extensions of credit provided for hereunder is subject to the fulfillment, to the satisfaction of Agent and each Lender, of each of the following conditions precedent (the making of such initial extensions of credit by a Lender being conclusively deemed to be its satisfaction or waiver of the conditions precedent):
(a) Agent shall have received a Filing Authorization Letter, duly executed by Borrower and Servicer, together with appropriate financing statements duly filed in such office or offices as may be necessary or, in the opinion of Agent, desirable to perfect the Trustee’s Liens in and to the Collateral;
(b) 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) a Revolving Credit Note for each Lender listing a principal sum equal to such Lender’s Commitment as of the Closing Date and a Transferee Letter from each such Lender,
(ii) the Closing Certificate, certifying as to the accuracy and completeness, as of the Closing Date, of (A) the Required Procedures, (B) the Approved Forms, (C) the Closing Date Business Plan, and (D) Borrower’s licenses and approvals,
(iii) Control Agreements with respect to all Deposit Accounts and Securities Accounts maintained by, or for the benefit of, Borrower (or Servicer, for the account of Borrower),
(iv) the Disbursement Letter for the initial Advance,
(v) the Fee Letters,
(vi) the Parent Guaranty,
(vii) the Perfection Certificate,
(viii) releases and terminations of all security interests, liens and encumbrances on the Collateral (other than Permitted Liens), together with such UCC financing statement amendments terminating or partially releasing such security interests as may be required by Lender, and
(ix) the Loan Pricing Agreement.
(c) Agent shall have received a certificate from an Authorized Person of each Loan Party (i) attesting to the resolutions of such Person’s Board of Directors authorizing the execution, delivery, and performance of this Agreement and the other Loan Documents to which such Person is a party, (ii) authorizing specific officers of such Person to execute the same, and (iii) attesting to the incumbency and signatures of such specific officers of such Person;
(d) Agent shall have received copies of the Governing Documents of each Loan Party, as amended, modified, or supplemented to the Closing Date, certified by an Aut...
Conditions Precedent to the Initial Extension of Credit. The obligation of the Bank to make the initial Advance or 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 or such first extension of credit all of the following, in form and substance satisfactory to the Bank:
Conditions Precedent to the Initial Extension of Credit. This Agreement shall not become effective, and the Commitments hereunder shall not become effective, neither Agent nor any Lender shall have any obligation to make any extension of credit hereunder, and no Borrower or other Loan Party shall, notwithstanding anything herein to the contrary, have any obligations, duties or liabilities of an kind whatsoever hereunder, in each case until the date, upon which each of the conditions precedent set forth on Schedule 3.1 is fulfilled subject to the satisfaction of Agent and each Lender. Until the occurrence of the Closing Date, and the satisfaction or waiver of the conditions set forth on Schedule 3.1, the Existing Credit Agreement shall remain in full force and effect, subject to the terms thereof. Upon the occurrence of the Closing Date, and the satisfaction or waiver of the conditions set forth on Schedule 3.1, this Agreement shall, without the taking of any further action, be deemed to have amended and restated in its entirety the Existing Credit Agreement as provided in Section 1.6.
Conditions Precedent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to make the initial Advance (or otherwise to extend any credit provided for hereunder), is subject to the fulfillment, to the satisfaction of Agent, of each of the conditions precedent set forth below:
(a) the Closing Date shall occur on or before July 13, 2001;
(b) Agent shall have received all financing statements required by Agent, duly executed by the applicable Borrowers, and Agent shall have received searches reflecting the filing of all such financing statements;
(c) 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) the Control Agreements,
(ii) the Copyright Security Agreement,
(iii) the Disbursement Letter,
(iv) the Due Diligence Letter,
(v) the Fee Letter,
(vi) the Cash Management Agreements,
(vii) the Officers' Certificate,
(viii) the Stock Pledge Agreement, together with all certificates representing the shares of Stock pledged thereunder (to the extent such shares are certificated), as well as Stock powers endorsed in blank or other proper instruments of transfer with respect thereto,
(ix) the Trademark Security Agreement,
(x) the Contribution Agreement,
(xi) the Intercompany Subordination Agreement,
(xii) the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Lender of its Liens in and to the properties and assets of Borrowers;
(xiii) the Source Code Escrow Agreement;
(xiv) the Registration Rights Agreement; and
Conditions Precedent to the Initial Extension of Credit. The obligation of each Lender to make its initial Loans and of the Issuing Bank, or cause to be issued, the initial Letters of Credit, are subject to the fulfillment, to the satisfaction of Agent and each Lender, of each of the conditions precedent set forth on Schedule 3.1; provided, that no Lender shall be obligated to make its Revolving Loans and no Issuing Bank shall cause to be issued any Letters of Credit until such time as Borrower delivers to Agent a completed Borrowing Base Certificate dated as of July 31, 2017, in form and substance satisfactory to Agent.
Conditions Precedent to the Initial Extension of Credit. The obligation of Lender to make the initial Advance (or otherwise to extend any credit provided for hereunder), is subject to the fulfillment, to the satisfaction of Lender, of each of the conditions precedent set forth below:
(a) the Closing Date shall occur on or before December 15, 2001;
(b) Lender shall have received all financing statements required by Lender, duly executed by Guarantors and Borrowers, and Lender shall have received searches reflecting the filing of all such financing statements;
(c) Lender shall have received each of the following documents, in form and substance satisfactory to Lender, duly executed, and each such document shall be in full force and effect:
(i) the Fee Letter,
(ii) the Mortgages,
(iii) the Stock Pledge Agreement,
(iv) the Guaranty,
(v) the Guarantor Security Agreement,
(vi) the Officers' Certificate,
(vii) the Trademark Security Agreement,
(viii) the Tunica Ship Mortgage,
(ix) the Subordination of Preferred Fleet Mortgage,
(x) the Subordination of Colorado Mortgage,
(xi) the Subordination of Mississippi Mortgage, (xii) the Subordination of Nevada Mortgage, and
Conditions Precedent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to make the initial Advance (or otherwise to extend any credit provided for hereunder), is subject to the fulfillment, to the satisfaction of Agent, of each of the conditions precedent set forth below:
(a) the Closing Date shall occur on or before April 16, 2001;
(b) Agent shall have received all financing statements required by Agent, duly executed by the applicable Borrowers, and Agent shall have received searches reflecting the filing of all such financing statements;
(c) 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) [Intentionally Omitted]
(ii) the Disbursement Letter,
(iii) the Due Diligence Letter,
(iv) the Fee Letter,
(v) the Guaranties,
(vi) the Cash Management Agreements,
(vii) the Contribution Agreement,
Conditions Precedent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to make the initial Advance (or otherwise to extend any credit provided for hereunder), is subject to the fulfillment, to the satisfaction of Agent, of each of the conditions precedent set forth below:
(a) the Closing Date shall occur on or before March 4, 2002;
(b) Agent shall have received all financing statements required by Agent, duly authorized by Borrower or, as applicable, a Guarantor, and Agent shall have received confirmations reflecting the filing of all such financing statements;
(c) 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) the Cash Management Agreements, including, without limitation, with respect to (A) lockbox account No. 0030134412 at Bank of America, N.A., (B) lockbox account N▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇.▇., (▇) Deposit Account No. 4113052459 at Bank of America, N.A., (D) lockbox account No. 0015891942 at Allfirst Bank, and (E) lockbox account Nos. 4950050062, 4950050070, 4950050054 at W▇▇▇▇ Fargo;
(ii) to the extent required pursuant to Section 7.13, the Control Agreements;
(iii) the Intellectual Property Security Agreement;
(iv) the Disbursement Letter;
(v) the Due Diligence Letter;
(vi) the Fee Letter;
(vii) the Guaranty;
(viii) the Guarantor Security Agreement;
(ix) the Mortgages;
(x) the Officers’ Certificate;
(xi) the Stock Pledge Agreement, together with all certificates representing the shares of Stock pledged thereunder, as well as Stock powers with respect thereto endorsed in blank;
(xii) a Borrowing Base Certificate dated as of the Closing Date; and
(xiii) a Compliance Certificate dated as of the Closing Date;
(d) Agent shall have received a certificate from the secretary or assistant secretary of Borrower (i) attesting to the resolutions of Borrower’s Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which Borrower is a party and authorizing specific officers of Borrower to execute the same, and (ii) certifying the names and true signatures of the officers of Borrower authorized to sign each Loan Document;
(e) Agent shall have received copies of Borrower’s Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the secretary or assistant secretary of Borrower;
(f) Agent shall have received a certificate of status with...