Draw Date Sample Clauses

Draw Date. Section 1.1
View SourceView Similar (4)
Draw Date. The obligation of the Lender to make any Loan on the Closing Date or on any Draw Date is subject to the satisfaction of the following conditions precedent on or before such Draw Date: (a) The Borrower and the Lender shall have entered into the JSA Agreement, such agreement shall have been approved by the Bankruptcy Court and the Borrower shall not be in default thereunder. (b) The Loan Parties shall have Unrestricted Cash (as defined in the ATSB Loan Agreement) in an amount not less than the minimum Unrestricted Cash as required and determined under the First Supplemental Cash Collateral Order, plus (i) on the Tranche B Borrowing Date or the Rescheduled Draw Date with respect to the Tranche B Loan, as applicable, one-half of the amount previously funded by the Lender under the DIP Credit Facility and (ii) on the Tranche C Borrowing Date or the Rescheduled Draw Date with respect to the Tranche C Loan, as applicable, one-third of the amounts previously funded by the Lender under the DIP Credit Facility. (c) In the case of the Tranche B Loan, the Tranche A Loan shall have been funded by the Lender, and in the case of the Tranche C Loan, the Tranche B Loan shall have been funded, and, in each case, the Borrower shall not have prepaid the Loans. (d) No Event of Default shall have occurred and be continuing, and the Lender shall have received a certification to such effect in a certificate dated the Draw Date, and signed by the President, a Vice President or a Financial Officer of the Borrower or shall be deemed to have received a certification to such effect in accordance with Section 2.03. (e) The representations and warranties of the Guarantors and the Borrower contained in Sections 4.01(a), (b) and (c) shall be true and correct on and as of such Draw Date, before and after giving effect to the making of any Loan on such date and to the application of the proceeds therefrom, as though made on and as of such Draw Date, and the Lender shall have received a certification to such effect in the Notice of Borrowing dated as of such Draw Date or shall be deemed to have received a certification to such effect in accordance with Section 2.03.
View Source

Related to Draw Date

  • Funding Date Each Lender’s obligations to make any Loan hereunder shall become effective upon the satisfaction or waiver (in accordance with Section 8.02) of the following conditions on or after the Effective Date: (a) The Effective Date shall have occurred; (b) The Acquisition shall have been (or, substantially contemporaneously with the borrowing of the Loans, shall be) consummated in each case in all material respects in accordance with the terms set forth in the Acquisition Agreement after giving effect to any modifications, amendments, supplements, consents, waivers or requests, other than those modifications, amendments, supplements, consents, waivers or requests (including the effects of any such requests) by the Borrower that are materially adverse to the interests of the Lenders (it being understood that any modification, amendment, supplement, consent, waiver or request by the Borrower to the definition of Material Adverse Effect (as defined in the Acquisition Agreement) shall be deemed to be materially adverse to the interests of the Lenders and any consent or request made by the Borrower pursuant to Section 6.15 of the Acquisition Agreement and the Acquired Company’s compliance therewith shall not be deemed to be materially adverse to the interests of the Lenders), unless consented to in writing by the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed); (c) The Administrative Agent shall have received (i) audited consolidated balance sheets and related audited statements of operations, stockholders’ equity and cash flows of the Borrower and the Acquired Company for each of the three fiscal years most recently ended at least 90 days prior to the Funding Date and (b) unaudited consolidated balance sheets and related unaudited statements of operations, stockholders’ equity and cash flows of the Borrower and the Acquired Company for each subsequent fiscal quarter ended at least 45 days prior to the Funding Date; provided that the filing of financial statements complying with the foregoing requirements on Form 10-K or Form 10-Q, as the case may be, by the Borrower or the Acquired Company will satisfy the applicable conditions set forth in this clause (c) of Section 4.

  • Initial Advance Borrower shall have delivered to Lender each of the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”): (a) executed originals of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably request.

  • Initial Loan Notwithstanding any provision contained in this Agreement to the contrary, Lender shall have no obligation to make the initial Loan or issue the initial Letter of Credit under this Agreement unless Lender shall have first received: (a) this Agreement and the Note, each duly executed by Borrower; (b) the Guaranty, duly executed by Laclede Energy; (c) a copy of resolutions (including an incumbency certificate) of the Board of Directors of Borrower, duly adopted, which authorize the execution, delivery and performance of this Agreement, the Note and the other Transaction Documents, certified by the Secretary of Borrower; (d) a copy of resolutions of the Board of Directors (including an incumbency certificate) of Laclede Energy, duly adopted, which authorize the execution, delivery and performance of its Guaranty, certified by the Secretary of Laclede Energy; (e) copies of the Articles of Incorporation of Borrower and Laclede Energy, including any amendments thereto, certified by the Secretary of State of the states of their respective incorporations; (f) copies of the Bylaws of Borrower and Laclede Energy, including any amendments thereto, certified by the Secretaries of Borrower and Laclede Energy; (g) certificates of corporate good standing of Borrower and Laclede Energy issued by the Secretary of State of the states of their respective incorporations; (h) an opinion of the General Counsel of Borrower and Laclede Energy, in form and substance satisfactory to Lender and Lender’s counsel; (i) UCC search results from the Missouri Secretary of State for Borrower and Laclede Energy; (j) copies of all financial statements and other exhibits and schedules required by this Agreement and the other Transaction Documents; (k) a letter of direction from Borrower with respect to the disbursement of the proceeds of the initial Loan under this Agreement; (l) a fee letter, duly executed by Borrower and Lender; and (m) such other agreements, documents, instruments and certificates as Lender may reasonably request.

  • 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).

  • Delayed Draw Term Loans (a) During the Delayed Draw Term Loan Availability Period, the Borrower may request, in accordance with this Section 2.5(a), up to four (4) draws of delayed draw term loans (the “Delayed Draw Term Loans”) in an aggregate principal amount not to exceed the Delayed Draw Term Loan Amount. Each such draw of Delayed Draw Term Loans shall be in a minimum amount of $25,000,000, or an amount equal to the remaining Delayed Draw Term Loan Commitments. Each Borrowing of the Delayed Draw Term Loans shall be made on the date stated in the Borrower’s Notice of Borrowing delivered to the Agent (which shall be delivered no less than five (5) Business Days in advance of the proposed borrowing of Delayed Draw Term Loans) in connection therewith (each such borrowing date, a “Delayed Draw Funding Date”). Each existing Lender shall be offered the opportunity to provide (but, for the avoidance of doubt, shall have no obligation to provide) a portion of the Delayed Draw Term Loan Commitments requested by the Borrower on a pro rata basis based on such existing Lender’s Pro Rata Share of the Term Loans then outstanding; provided that (i) each existing Lender shall be deemed to decline to exercise its right to provide its Pro Rata Share of the Delayed Draw Term Loan Commitments if such Lender does not agree to provide such Delayed Draw Term Loan Commitments within five (5) Business Days after the Borrower delivers a written request for such Delayed Draw Term Loan Commitments to the Agent (on behalf of such Lender) and (ii) the Borrower may offer to additional potential Lenders (in addition to the existing Lenders) the ability to provide Delayed Draw Term Loan Commitments in its reasonable discretion. (b) The aggregate principal amount of the Delayed Draw Term Loans made on each Delayed Draw Funding Date shall not exceed the aggregate principal amount of the then remaining Delayed Draw Term Loan Commitments (in effect immediately prior to the making of such Delayed Draw Term Loans on such Delayed Draw Funding Date). The portion of each Lender’s Delayed Draw Term Loan Commitment corresponding to the Delayed Draw Term Loan funded by such Delayed Draw Term Loan Lender shall be permanently terminated immediately and without further action upon the funding of such Delayed Draw Term Loan on the applicable Delayed Draw Funding Date. The Delayed Draw Term Loan Commitment shall be permanently terminated immediately and without further action upon the funding of all of the Delayed Draw Term Loans on the Delayed Draw Funding Date(s). (c) The proceeds of the Delayed Draw Term Loans shall be used (i) to consummate one or both of the First Amendment Acquisitions, (ii) to prepay the ABL Facility Indebtedness and (iii) for general corporate and other working capital purposes. (d) The Borrower and each Delayed Draw Term Loan Lender shall execute and deliver to the Agent such documentation as the Agent shall reasonably specify to evidence the Delayed Draw Term Loan Commitment of such Delayed Draw Term Lender and, if applicable, the joinder of such Delayed Draw Term Loan Lender to this Agreement and the other Loan Documents. (e) All other terms of the Delayed Draw Term Loans are as set forth in the First Amendment and this Agreement.