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 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. The obligation of each Lender to make an Advance on the occasion of the Initial Extension of Credit hereunder is subject to the satisfaction or waiver of the following conditions precedent before or concurrently with the Initial Extension of Credit and this Agreement shall become effective on and as of the date hereof (the “Closing Date”) when all such conditions shall have been satisfied:
(a) The Administrative Agent shall have received this Agreement, executed and delivered by each Borrower, each Initial Lender, the Initial Issuing Bank, the Existing Issuing Bank, the Swing Line Bank, the Agents and the Lead Arrangers.
(b) The following transactions shall have been consummated, in each case on terms and conditions reasonably satisfactory to the Lender Parties:
(i) the Merger shall have been consummated in accordance with the terms of the Merger Agreement and in compliance in all material respects with all applicable Requirements of Law, and no provision of the Merger Agreement shall have been waived, amended, supplemented or otherwise modified (unless such waiver, amendment, supplement or other modification, in the reasonable judgment of the Administrative Agent, is not adverse in any material respect to the interests of the Lender Parties);
(ii) the U.S. Borrower shall have received at least $275,000,000 in gross cash proceeds from the issuance of the Senior Subordinated Notes; and
(iii) the Refinancing shall have been consummated and satisfactory arrangements shall have been made for the termination of all Liens granted in connection with TTI’s first and second lien credit agreements.
(c) The Administrative Agent shall be reasonably satisfied with the corporate and legal structure and capitalization of each Loan Party, including the terms and conditions of the charter, bylaws and each class of capital stock of each Loan Party and of each agreement or instrument relating to such structure or capitalization.
(d) The Administrative Agent shall be reasonably satisfied that all Debt of the U.S. Borrower and its Restricted Subsidiaries outstanding immediately before giving effect to the Refinancing, other than the Debt (the “Surviving Debt”) identified on Schedule 3.01(d), has been prepaid, redeemed or defeased in full or otherwise satisfied and extinguished and that all such Debt on Schedule 3.01(d) shall be on terms and conditions reasonably satisfactory to the Administrative Agent.
(i) The Senior Leverage Ratio, determined on a pro forma basis after givin...
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 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...
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 May 31, 2002;
(b) Agent shall have filed all financing statements required by Agent, duly executed by Borrower, 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 and, if required by Agent, recorded in the appropriate filing office:
(i) Reserved
(ii) the Guaranty,
(iii) the Mortgages,
(iv) the Copyright Security Agreement,
(v) the Patent Security Agreement,
(vi) the Trademark Security Agreement,
(vii) the Cash Management Agreements,
(viii) any other Control Agreements,
(ix) Bailee Acknowledgements with respect to each leased location which is not subject to a Collateral Access Agreement;
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 obligations of the Lenders and the Issuing Bank to make the initial Extension of Credit shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.02) (as used in this Section 7.01, “Extension of Credit” means the making of any Loan or the issuance of any Letter of Credit):