Conditions Precedent to Closing and the Initial Advance Sample Clauses

Conditions Precedent to Closing and the Initial Advance. The obligation of each Lender to sign this Agreement and to make the initial Advance or issue the first Letter of Credit is subject to receipt by the Administrative Lender of each of the following, in form and substance satisfactory to the Administrative Lender, with a copy (except for the Notes) for each Lender: (a) A loan certificate of the Borrower, the Parent and each Subsidiary of the Borrower certifying as to the accuracy of their representations and warranties in the Loan Papers, certifying that no Default has occurred, and including a certificate of incumbency with respect to each Authorized Officer, and including (i) a copy of the Articles of Incorporation of the Borrower, the Parent and each Subsidiary of the Borrower, certified to be true, complete and correct by the secretary of state of its state of incorporation, (ii) a copy of the By-Laws of the Borrower, the Parent and each Subsidiary of the Borrower, as in effect on the Closing Date, (iii) a copy of the resolutions of the Borrower, the Parent and each Subsidiary of the Borrower authorizing them to execute, deliver and perform this Agreement, the Notes and the other Loan Papers to which each of them is a party, and (iv) a copy of a certificate of good standing and a certificate of existence for the Borrower's, the Parent's, and each of the Borrower's Subsidiaries' state of incorporation and each state in which they are or should be qualified to do business; (b) duly executed Notes, payable to the order of each Lender and in an amount for each Lender equal to its Specified Percentage of the Available Commitment; (c) duly executed and completed confirmation agreement confirming obligations under (i) pledge agreements by the Parent and the Borrower; (ii) the Guaranty of the Obligations executed by the Parent and the Subsidiaries of the Borrower; (iii) Security Agreement by the Borrower, the Parent and the Subsidiaries of the Borrower granting the Lenders a lien and security interest in all assets owned by the Borrower, the Parent and the Subsidiaries of the Borrower; and (iv) all other Loan Papers, including without limitation, all mortgages, deeds of trust, and deeds to secure debt duly filed in all required locations and each item required to be delivered on Schedule 2.16 hereto, except those Loan Papers specifically agreed to in Section 6.15 hereof;
View SourceView Similar (3)
Conditions Precedent to Closing and the Initial Advance. The effectiveness of this Debenture and the obligation of the Creditor to make the Initial Advance under this Debenture will be subject to the completion of each of the following conditions precedent to the satisfaction of the Creditor: (a) the execution and delivery of each of the Transaction Documents to which it is a party by the Corporation in form and substance satisfactory to the Creditor; (b) the Corporation shall have obtained and provided evidence to the Creditor of all necessary corporate approvals; (c) the Corporation shall have delivered an officer's certificate attaching certified copies of its constating documents, a certificate of incumbency and certified directors' resolutions of the Corporation authorizing the transactions contemplated hereby; (d) all required filings and registrations shall have been made which, in the reasonable opinion of the Creditor's counsel, are desirable or required to make effective the Security Interest created or intended to be created by the Corporation in favour of the Creditor and to ensure the perfection and priority of the Security Interest; and (e) confirmation that no default or Event of Default exists under any of the Transaction Documents.
View SourceView Similar (2)
Conditions Precedent to Closing and the Initial Advance. The obligation of each Lender to sign this Agreement and to make the initial Advance under the Revolving Loan or the first Term Loan Initial Advance, is subject to receipt by the Administrative Lender of each of the following, in form and substance satisfactory to the Administrative Lender, with a copy (except for the Notes) for each Lender: (a) A loan certificate of the Borrower certifying as to the accuracy of its representations and warranties in the Loan Papers, certifying that no Default or Event of Default has occurred, and including a certificate of incumbency with respect to each Authorized Officer, and including (i) a copy of the Articles of Incorporation of the Parent, the Borrower and each of its Subsidiaries, certified to be true, complete and correct by the secretary of state of each such Person's respective state of incorporation, (ii) a copy of the By-Laws of the Parent, the Borrower and each of its Subsidiaries, as in effect on the Closing Date, (iii) a copy of the resolutions of the Parent, the Borrower and each of its Subsidiaries authorizing them to execute, deliver and perform this Agreement, the Notes and the other Loan Papers to which each of them is a party, (iv) a copy of certain contracts identified to the Administrative Lender, each certified to be true, complete and correct by an Authorized Officer, and (v) a copy of a certificate of good standing and a certificate of existence for the Parent, the Borrower and each of its Subsidiaries state of incorporation and the States of Georgia, Florida, Alabama, Mississippi, Louisiana, Texas, North Carolina and South Carolina, as applicable; (b) duly executed Notes, payable to the order of each Lender, one in an amount for each Lender equal to its Specified Percentage of the Commitment and one in an amount for each Lender equal to its Specified Percentage of the Term Loan; (c) duly executed and completed pledge agreement by Parent, the Borrower and, to the extent applicable, any Subsidiary of the Borrower, substantially in the form of the Pledge Agreement, pledging not less than 100% of the Capital Stock of the Borrower and each Subsidiary of the Borrower to the Administrative Lender on behalf of Lenders to secure the Obligations, together with the Pledged Stock and stock powers duly executed in blank by the Parent, the Borrower or such Subsidiary of the Borrower, as applicable;
View Source

Related to Conditions Precedent to Closing and the Initial Advance

  • Conditions Precedent to Closing Date The obligation of each Lender to make an Advance on the Closing Date is subject to the satisfaction (or waiver in accordance with Section 9.01) of the following conditions: (a) The Effective Date shall have occurred. (b) If the Shire Acquisition is effected by way of a Scheme, the Administrative Agent shall have received: (i) a certificate of the Borrower signed by a director certifying: (1) the date on which the Scheme Circular was posted to the shareholders of Shire; (2) the date on which the Court has sanctioned the Scheme and that the Court Order has been duly delivered to the Registrar in accordance with Article 125(3) of the Jersey Companies Law; (3) as to the satisfaction of each condition set forth in clauses (d), (e) (to the extent relating to the Scheme), (f) and (i) (to the extent relating to the Scheme) below; and (4) each copy of the documents specified in paragraphs (ii) and (iii) below is correct and complete and has not been amended or superseded on or prior to the Closing Date, except to the extent such changes thereto have been required pursuant to the City Code or required by the Panel or to the extent not prohibited by the Loan Documents; and (ii) a copy of the Scheme Circular which is consistent in all material respects with the terms and conditions in the Press Release and the Scheme Resolutions, in each case, except to the extent changes thereto have been required pursuant to the City Code or required by the Panel or by a court of competent jurisdiction or are not prohibited by the Loan Documents. (c) If the Shire Acquisition is effected by way of a Takeover Offer, the Administrative Agent shall have received: (i) a certificate of the Borrower signed by a director certifying: (1) the date on which the Takeover Offer Document was posted to the shareholders of Shire; (2) as to the satisfaction of each condition set forth in clauses (d), (e) (to the extent relating to the Takeover Offer), (f) and (i) (to the extent relating to the Takeover Offer) below; (3) each copy of the documents specified in paragraph (ii) below is correct and complete and has not been amended or superseded on or prior to the Closing Date, except to the extent such changes thereto have been required pursuant to the City Code or required by the Panel or are not prohibited by the Loan Documents; and (4) that the Takeover Offer has been declared unconditional in all respects without any material amendment, modification or waiver of the conditions to the Takeover Offer or of the Acceptance Condition except to the extent not prohibited by the Loan Documents. (ii) a copy of the Takeover Offer Document which is consistent in all material respects with the terms and conditions in the Offer Press Announcement, except to the extent changes thereto have been required pursuant to the City Code or required by the Panel or are permitted under the Loan Documents. (d) On the date of the applicable borrowing request and on the proposed date of such borrowing (x) no Certain Funds Default is continuing or would result from the proposed Borrowing and (y) all the Certain Funds Representations are true or, if a Certain Funds Representation does not include a materiality concept, true in all material respects. (e) Where the Shire Acquisition is to be implemented by way of a Scheme, each of the Shire Acquisition and the Company Merger shall have been, or substantially concurrently with the occurrence of the Closing Date shall be, consummated in the case of the Shire Acquisition in all material respects in accordance with the terms and conditions of the Scheme Documents (it being understood that substantially concurrently shall include the payment for Scheme Shares being made and the Company Merger being consummated no more than two Business Days after the initial Advance hereunder) or, where the Shire Acquisition is to be implemented by way of a Takeover Offer, the Takeover Offer shall have become unconditional in accordance with the terms of the Offer Document and the shares in AbbVie NewCo to be issued to the Shire shareholders pursuant to the terms of the Takeover Offer have been issued and the former Shire shareholders have been registered as the owner of such shares in the register of members of AbbVie NewCo (as applicable) and as promptly as reasonably practicable thereafter the Company Merger shall be consummated, in each case, without giving effect to (and there shall not have been) any modifications, amendments, consents, requests or waivers by the Borrower (or its applicable affiliate) thereunder that are materially adverse to the interests of the Lenders, without the prior written consent of the Administrative Agent, except, in each case, to the extent such modifications, amendments, consents, requests or waivers have been required pursuant to the City Code or the Panel or are not prohibited by the Loan Documents. (f) All fees and other amounts due and payable by the Borrower, AbbVie and their Subsidiaries to the Arranger, the Administrative Agent and the Lenders under the Loan Documents or pursuant to any fee or similar letters relating to the Loan Documents shall be paid, to the extent invoiced at least one Business Day prior to the Closing Date by the relevant person and to the extent such amounts are payable on or prior to the Closing Date. The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02. (g) The Administrative Agent shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income of AbbVie NewCo and its Subsidiaries as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days prior to the Closing Date, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of income) (the “Pro Forma Financials”), it being acknowledged that neither the Administrative Agent nor any Lender shall have any approval right as regards the form or contents of the Pro Forma Financials). (h) It is not illegal for any Lender to lend and there is no injunction, restraining order or equivalent prohibiting any Lender from lending its portion of the Advances or restricting the application of the proceeds thereof. (i) After giving effect to the consummation of the Scheme, or if the Shire Acquisition is implemented by way of a Takeover Offer after giving effect to the initial purchase of Shire Shares pursuant to the Takeover Offer, immediately after the Company Merger, the holders of Shire Shares immediately prior to the effectiveness of such Scheme or purchase pursuant to such Takeover Offer shall own equity interests in AbbVie NewCo representing more than 20.0% of both the voting interests of and value of AbbVie NewCo. The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date as soon as practicable upon its occurrence, and such notice shall be conclusive and binding.

  • Conditions Precedent to Closing The Local Church and Annual Conference acknowledge and agree that the obligations of the parties to effectuate the Closing on or about the Disaffiliation Date are expressly contingent and conditional on the following:

  • CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE The Purchaser's obligation to pay the Consideration and to take the other actions required to be taken by the Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Purchaser, in whole or in part):

  • 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 qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Borrower is in good standing in such jurisdictions; (h) Agent shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.10, the form and substance of which shall be satisfactory to Agent, each Lender, and their respective counsel; (i) Agent shall have received the Closing Date Business Plan certified by an officer of Borrower as being such officer's good faith best estimate of the financial performance of Borrower during the period covered thereby; (j) Agent shall have received a Collateral Access Agreement relative to Borrower's location in Quincy, Massachusetts; (k) Agent shall have received opinions of Borrower's counsel in form and substance satisfactory to Agent and each Lender in their sole discretion; (l) Agent and Agent's counsel shall have been provided with a copy of each Carrier Agreement in respect of a Material Carrier, the Bell ▇▇▇antic Interconnection Agreement, and each agreement in respect of any Indefeasible Right to Use granted to Borrower, certified by an officer of Borrower as true, correct, and complete, and Agent shall have had a reasonable opportunity to review each such Carrier Agreement; (m) Agent shall have received a certificate from an officer of each Borrower certifying that all tax returns required to be filed such Borrower have been timely filed and all taxes upon such Borrower or its properties, assets, income, and franchises (including real property taxes and payroll taxes) have been paid prior to delinquency, except 40 such taxes that are the subject of a Permitted Protest; (n) Agent shall have received a certificate from an officer of each Borrower certifying that to the best of such Borrower's knowledge there are no outstanding complaints against any Borrower made to any public utilities commission in any jurisdiction in which any Borrower operates, except such complaints that have been fully disclosed to the Lenders and are satisfactory to Agent and the Lenders; (o) Agent shall have received a letter from Chase Equipment Leasing, Inc. ("Chase"), in form and substance satisfactory to each Lender, acknowledging that Chase's liens in the Equipment leased by Borrower from Chase does not extend to the Accounts generated by such Equipment; (p) Agent shall have received payment of all accrued and unpaid Lender Group Expenses; (q) Agent shall have received a certificate from an officer of each Borrower certifying that there has been no Material Adverse Change in the financial condition of such Borrower or the Collateral since July 31, 1998; and (r) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance satisfactory to Agent, each Lender, and their respective counsel.

  • CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE Buyer's obligation to purchase the Shares and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):