First Borrowing Sample Clauses
First Borrowing. On the Closing Date:
(a) Each Lender shall have received a duly executed Note complying with the provisions of Section 2.04.
(b) The Agent shall have received a favorable written opinion of Friday, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, counsel for the Borrowers, dated the Closing Date and addressed to the Lenders, to the effect set forth in Exhibit D hereto, and satisfactory to Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent; the Borrowers hereby instruct such counsel to deliver such opinion to the Agent.
(c) All legal matters incident to all of the Loan Documents and the Transactions hereunder shall be satisfactory to the Lenders and their counsel and to Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent.
(d) The Agent shall have received (i) a copy of the certificate of incorporation, as amended, including all amendments thereto, of each Borrower, certified by the Secretary of State of Delaware, and a certificate as to the good standing of and charter documents filed by each Borrower from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Borrower dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of such Borrower as in effect on the date of such certificate and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Borrower, or appropriate committee thereof, authorizing the Transactions on behalf of such Borrower, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of incorporation of such Borrower has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer of such Borrower executing any Loan Document or any other document delivered in connection herewith on behalf of such Borrower; (iii) a certificate of another officer of each Borrower as to the incumbency and specimen signature of the Secretary or such Assistant Secretary of such Borrower executing the certificate pursuant to (ii) above; and (iv) such other documents as the Lenders or Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent, may reasonably request.
(e) The Agent shall have received a certificate, dated the Closing Date and signed by a Financ...
First Borrowing. The obligations of the Lenders to make the initial Loans and of the Issuing Banks to issue the initial Letters of Credit hereunder shall be subject to the satisfaction of the following conditions:
(a) The Administrative Agent shall have received a certificate dated the Effective Date and signed by a Financial Officer of Millennium America, confirming compliance with the conditions precedent set forth in paragraphs (b), (c) and (d) of Section 4.01.
(b) The Administrative Agent shall have received for the benefit of each Lender a signed copy of the favorable written opinion of (i) C. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Vice President--Legal of Millennium America and counsel for Millennium, (ii) Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for Millennium America and Millennium and (iii) local counsel in each jurisdiction in which any material Foreign Subsidiary whose Equity Interests are to be pledged under the Pledge Agreements is located, each dated the Effective Date and addressed to the Lenders and substantially in the forms set forth in Exhibits C-1, C-2 and C-3 respectively, and satisfactory to Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent.
(c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation, as amended through the Effective Date, of each of Millennium America, Millennium, MICL and the other Loan Parties, certified by the relevant Secretary of State as of a recent date; (ii) a certificate of the Secretary or an Assistant Secretary of each such corporation dated the Effective Date and certifying (A)(1) that attached thereto is a true and complete copy of the by-laws of such corporation, as in effect on the date of such certificate and (2) that the certificate or articles of incorporation of such corporation have not been amended since the date of the certification thereto furnished pursuant to clause (i) above and (3) as to the incumbency and specimen signature of each officer of such corporation executing this Agreement, the other Loan Documents or any other instrument or document delivered in connection herewith and a certification by another officer of such Loan Party as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii), and (B) that attached thereto is a true, correct and complete copy of resolutions duly adopted by the Board of Directors of such corporation authorizing the execution, delivery and performance of this Agreement and the other ...
First Borrowing. The first Borrowing shall have occurred.
First Borrowing. On the Closing Date:
(a) The Agent shall have received a favorable written opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel for the Borrower, dated the Closing Date and addressed to the Banks, to the effect set forth in Exhibit D hereto, and the Borrower hereby instructs such counsel to deliver such opinion to the Agent.
(b) All legal matters incident to this Agreement and the borrowings hereunder shall be satisfactory to the Banks and their counsel and to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Agent.
(c) The Agent shall have received (i) a copy of the articles of incorporation, including all amendments thereto, of the Borrower, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of the Borrower as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of the Borrower dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the code of regulations of the Borrower as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of the Borrower authorizing the execution, delivery and performance of the Loan Documents and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the articles of incorporation of the Borrower have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan document or any other document delivered in connection herewith on behalf of the Borrower; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) above; and (iv) such other documents as the Banks or their counsel or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Agent, may reasonably request.
(d) The Agent shall have received a certificate from the Borrower, dated the Closing Date and signed by a Financial Officer thereof, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01.
(e) The representations and warranties set forth in Section 3...
First Borrowing. On the Closing Date:
(a) The Agent shall have received a favorable written opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel for the Borrower, dated the Closing Date and addressed to the Banks, to the effect set forth in Exhibit D hereto, and the Borrower hereby instructs such counsel to deliver such opinion to the Agent.
(b) All legal matters incident to this Agreement and the borrowings hereunder shall be satisfactory to the Banks and their counsel and to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Agent.
(c) The Agent shall have received (i) a copy of the articles of incorporation, including all amendments thereto, of the Borrower, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of the Borrower as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of the Borrower dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the code of regulations of the Borrower as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of the Borrower authorizing the execution, delivery and performance of the Loan Documents and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the articles of incorporation of the Borrower have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan document or any other document delivered in connection herewith on behalf of the Borrower; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) above; and (iv) such other documents as the Banks or their counsel or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Agent, may reasonably request.
(d) The Agent shall have received a certificate from the Borrower, dated the Closing Date and signed by a Financial Officer thereof, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01.
(e) The representations and warranties set forth in S...
First Borrowing. On the Closing Date (or within such period of time thereafter as may be acceptable to the Lender in its discretion):
(a) The Lender shall have received a favorable written opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, external counsel for the Borrower and (ii) ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Senior Vice President, Secretary and Deputy General Counsel for the Borrower, and such other counsel as may be reasonably acceptable to the Lender, each in form and substance satisfactory to the Lender, (A) dated the Closing Date,
First Borrowing. On the Closing Date, the Agent shall have received the following (in the case of (a), (b), (c) and (d), each dated the Closing Date):
(a) an opinion of the General Counsel, the Associate General Counsel or an Assistant General Counsel of the Borrower addressed to the Lenders and the Agent in substantially the form of Exhibit B hereto;
(b) a certified copy of the resolutions of the Board of Directors of the Borrower authorizing the execution and delivery of this Agreement;
(c) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the Authorized Officers;
(d) a certificate signed by an Authorized Officer, confirming compliance with conditions set forth in paragraphs (b) and (c) of Section 4.01; and
(e) all Fees and other amounts due and payable on or prior to the Closing Date.
First Borrowing. On the date of this Agreement:
(a) Each Bank shall have received a duly executed Note complying with the provisions of Section 2.05.
(b) The Agent shall have received favorable written opinions of (i) Paine, Hamblen, Coff▇▇, ▇▇▇▇▇▇ & ▇ill▇▇, ▇▇neral counsel for the Borrower, and (ii)
First Borrowing. The obligations of the Lenders in respect of the initial Loans hereunder is subject to the following additional conditions precedent:
(1) The Lenders shall have received one or more favorable written opinions of counsel for the Borrower dated the Closing Date, addressed to the Lenders and satisfactory to them in form and substance.
(2) The Lenders shall have received (i) a copy of the certificate or articles of incorporation or constitutive documents, in each case as amended to date, of the Borrower, certified as of a recent date by the Secretary of State or other appropriate official of the state of its organization, and a certificate as to the good standing of each from such Secretary of State or other official, in each case dated as of a recent date; (ii) a certificate of the Secretary of the Borrower dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of such person's bylaws as in effect on the date of such certificate and at all times since a date prior to the date of the resolution described in item (B) below, (B) that attached thereto is a true and complete copy of a resolution adopted by such person's Board of Directors authorizing the execution, delivery and performance of this Agreement, the Notes, the other Loan Documents and the borrowings made and to be made hereunder, as applicable, and that such resolution has not been modified, rescinded or amended and is in full force and effect, (C) that such person's certificate or articles of incorporation or constitutive documents has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to (i) above, and (D) as to the incumbency and specimen
First Borrowing. The Borrowing on the Closing Date referred to in Section 6.02(a) shall have occurred.