Conditions Precedent to Initial Loans Clause Samples
The 'Conditions Precedent to Initial Loans' clause defines the specific requirements that must be satisfied before a lender is obligated to disburse the first loan under an agreement. Typically, these conditions include the delivery of necessary documentation, evidence of borrower authority, and fulfillment of any regulatory or contractual prerequisites. By setting these requirements, the clause ensures that all foundational legal and administrative matters are addressed before funds are released, thereby protecting the lender from undue risk and ensuring the transaction proceeds smoothly.
Conditions Precedent to Initial Loans. The Lenders shall not be required to fund the requested Loans or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions (except to the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfied:
(a) Each Lender that requests issuance of a Note shall have received a Note executed by the Borrowers and delivered to each such Lender. Each other Loan Document shall have been duly executed and delivered to the Lenders by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof.
(b) The Lenders shall have received UCC and Lien searches.
(c) The Lenders shall have received fully-executed account control agreements for each Deposit Account (as defined in the Revolver Agreement) and Securities Account (as defined in the Revolver Agreement) (other than the Deposit Accounts at Bank of America, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each in form and substance reasonably satisfactory to the Collateral Agent.
(d) The Lenders shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Responsible Officer of Borrower Representative certifying that, after giving effect to the Loans and transactions hereunder, (i) each Obligor is Solvent; (ii) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective terms; (iii) the representations and warranties set forth in Section 8 are true and correct in all respects; and (iv) such Obligor has complied with all agreements and conditions to be satisfied by it under the Loan Documents.
(e) The Lenders shall have received a certificate of a duly authorized officer of each Borrower, certifying (i) that attached copies of such Borrower’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown, (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are i...
Conditions Precedent to Initial Loans. In addition to the provisions of Section 2.2, the obligation of the Lender to make its initial Loans is subject to the satisfaction on the Closing Date of the following conditions precedent:
Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, Lender shall not be required to fund any requested Loan, issue any Letter of Credit or otherwise extend credit to Borrower hereunder, until the date (“Closing Date”) that each of the conditions precedent set forth on Exhibit B has been satisfied.
Conditions Precedent to Initial Loans. At the time of the making of the initial Loans hereunder on the Closing Date, all obligations of Borrower hereunder incurred prior to the initial Loans (including, without limitation, Borrower's obligations to reimburse the reasonable fees and expenses of counsel to the Administrative Agent and the Syndication Agent and any fees and expenses payable to the Administrative Agent and the Lenders as previously agreed with Borrower), shall have been paid in full, and, the Administrative Agent shall have received the following, in form and substance reasonably satisfactory in all respects to the Administrative Agent:
(a) the duly executed counterparts of this Agreement;
(b) the duly completed Revolving Notes evidencing the Revolving Loan Commitments;
(c) the Guaranty Agreements;
(d) the duly executed Security Documents;
(e) certificate of Borrower in substantially the form of attached hereto and appropriately completed;
(f) certificates of the Secretary or Assistant Secretary of each of the Credit Parties, attaching and certifying copies of the resolutions of the boards of directors of the Credit Parties, authorizing as applicable the execution, delivery and performance of the Credit Documents;
(g) certificates of the Secretary or an Assistant Secretary of each of the Credit Parties certifying (i) the name, title and true signature of each officer of such entities executing the Credit Documents, and (ii) the articles of incorporation and the bylaws or comparable governing documents of such entities;
(h) certified copies of the certificate or articles of incorporation of each Credit Party certified by the Secretary of State of the jurisdiction of incorporation or organization of such Credit Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Credit Party;
(i) copies of all documents and instruments, including all consents, authorizations and filings, required or advisable under any Requirement of Law or by any material Contractual Obligation of the Credit Parties, in connection with the execution, delivery, performance, validity and enforceability of the Credit Documents and the other documents to be executed and delivered hereunder, and such consents, authorizations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired;
(j) agreement by the lender of the Refinanced Indebtedness to accept p...
Conditions Precedent to Initial Loans. The obligations of the Banks to make the Initial Loans to the Borrowers hereunder are subject, at the time of the making of each such Initial Loans (except as otherwise hereinafter indicated), to the substantially contemporaneous satisfaction of the following conditions:
Conditions Precedent to Initial Loans. The following are conditions precedent to each Lender’s obligation to make any initial Advance required under this Agreement or to Agent’s obligations to cause a Letter of Credit to be issued under this Agreement on the Closing Date:
Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, Lenders and Fronting Banks shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) on which each of the following conditions has been satisfied (and with respect to deliveries of Loan Documents, each such delivery shall be fully-executed (where applicable) and in form and substance reasonably satisfactory to the Agent and its counsel):
Conditions Precedent to Initial Loans. The obligation of each ------------------------------------- Lender to make its initial Loan is subject to the conditions precedent that:
(a) The Agent shall have received on or before the day of the initial Borrowing the following, each dated on or about the date hereof (except for the documents referred to in clauses (i) and (v)), in form and substance satisfactory to the Agent and (except for the Notes) in sufficient copies for each Lender:
(i) Copies of the Certificate of Incorporation, or other organizational document of each Loan Party, certified as of a recent date by the Secretary of State of its state of formation or incorporation;
(ii) Copies of the Bylaws, if any, of each Loan Party, certified by the Secretary or an Assistant Secretary of such Loan Party;
(iii) Copies of resolutions of the Board of Directors or other authorizing documents of each Loan Party, approving the Loan Documents and the Borrowings and the reimbursement obligations under the Letters of Credit issued hereunder;
(iv) An incumbency certificate or equivalent document executed by the Secretary or an Assistant Secretary of each Loan Party certifying the names and signatures of the officers of such Loan Party or other Persons authorized to sign the Loan Documents and the other documents to be delivered hereunder;
(v) a good standing certificate for each Loan Party, issued as of a recent date by the Secretary of State of (A) the state in which such Loan Party is incorporated or formed and (B) each state in which it owns material assets and conducts material operations.
(vi) The Notes issued by the Borrower to the order of each Lender;
(vii) This Agreement, including all exhibits and schedules hereto, duly executed by the Borrower, the Agent, the Syndication Agent and the Lenders;
(viii) A Notice of Revolving Loan, executed by the chief financial officer of Borrower;
(ix) The Guaranty, duly executed by each Guarantor;
(x) The Security Agreement, duly executed by the Borrower, and the Subsidiary Pledge and Security Agreement, duly executed by each Guarantor together with (A) certificates representing the Pledged Shares referred to in Schedule II to each of the Security Agreement and the Subsidiary Pledge and Security Agreement, accompanied by undated stock powers executed in blank, and (B) evidence satisfactory to the Agent that all other actions necessary or advisable to perfect and protect the security interest created by the Security Agreement and the Subsidiary Pledge and Secur...
Conditions Precedent to Initial Loans. In addition to any other conditions precedent set forth in this Agreement or any other Loan Document, none of Administrative Agent, LC Issuer, nor any Lender shall be required to fund any requested Loan, issue any Letter of Credit, or otherwise make any extension of credit or financial accommodation to or for the benefit or account of any Borrower hereunder until the date that each of the following conditions precedent has been satisfied (as determined by Administrative Agent) or waived in accordance with the terms of this Agreement:
Conditions Precedent to Initial Loans. The obligation of each Lender to make its initial Loan is subject to the following conditions precedent: