First Loan Sample Clauses
The "First Loan" clause defines the initial loan provided under an agreement, establishing the terms and conditions specific to this first disbursement of funds. Typically, it outlines the amount, interest rate, repayment schedule, and any prerequisites or conditions that must be met before the loan is advanced. By clearly specifying the details of the first loan, this clause ensures both parties understand their obligations from the outset and helps prevent disputes regarding the initial funding arrangement.
First Loan. In addition to the matters described in SECTION 4.1 hereof, the obligation of Lender to make the initial Loan or the obligation of the Lender to issue the first Letter of Credit is subject to the receipt by the Lender of each of the following, in Proper Form:
(a) the Note, executed by the Borrower;
(b) the Security Documents executed by the Borrower;
(c) a certificate executed by the Secretary or Assistant Secretary of the Borrower dated as of the date thereof, substantially in the form attached hereto as EXHIBIT F;
(d) certified copies of the Organizational Documents of the Borrower;
(e) a certificate from the Secretary of State or other appropriate public official of the State of Texas as to the continued existence of the Borrower in the State of Texas;
(f) a certificate from the Office of the Comptroller or other appropriate public official of the State of Texas as to the good standing of the Borrower in the State of Texas;
(g) certificates from the appropriate public officials of those jurisdictions where the nature of the Borrower's business makes it necessary or desirable to be qualified to do business as a foreign corporation, as to the existence, good standing and qualification as a foreign corporation (as may be appropriate) of the Borrower in such jurisdictions;
(h) the most recent schedule and aging of Receivables of the Borrower (dated within thirty (30) days of the Closing Date), as well as a current Borrowing Base Compliance Certificate executed by a Responsible Officer of the Borrower in the form attached hereto as EXHIBIT G;
(i) a copy of the field examination, including a takeover field examination, of the Borrower's books and records and the results of such field examination;
(j) evidence that the Borrower has $700,000 or more of Availability, after giving effect to the Loans occurring and the Letters of Credit issued on the Closing Date;
(k) a legal opinion from counsel for the Borrower (said counsel to be reasonably acceptable to Lender), dated as of the Closing Date, addressed to the Lender and acceptable in all respects to the Lender in its sole and absolute discretion;
(l) certificates of insurance satisfactory to the Lender in all respects evidencing the existence of all insurance required to be maintained by the Borrower pursuant to the terms of this Agreement and the Security Documents;
(m) the Borrower and the Lender shall have entered into the Lockbox Agreements;
(n) copies of all major customer and supplier contracts with respe...
First Loan. In addition to the matters described in Section 3.1 hereof, the obligation of the Lenders to make the first Loan under this Agreement is subject to the receipt by the Lenders of each of the following, in Proper Form: (a) the Notes, executed by the Borrower; (b) a separate certificate executed by each of the Secretary of the Borrower and the Secretary of the Parent dated as of the date hereof; (c) a separate certificate from the Secretary of State or other appropriate public official of Maryland as to the continued existence and good standing of each of the Parent and the Borrower; (d) a separate certificate from the appropriate public official of Maryland as to the due qualification and good standing of each of the Parent and the Borrower; (e) a legal opinion from independent counsel for the Parent, the Borrower and the Guarantors as to the matters set forth on Exhibit D acceptable to the Lenders; (f) policies of insurance addressed to the Agent reflecting the insurance required by Section 5.7 hereof; (g) an Officer’s Certificate in the form of Exhibit A as of the end of the immediately preceding fiscal quarter; (h) a certificate from Borrower and Parent setting forth the pro forma calculations of Secured Debt to Total Asset Value Ratio, Coverage Ratio, Fixed Charge Coverage Ratio, Tangible Net Worth, Debt to Total Asset Value Ratio, and the Pool pursuant to Section 5.15 (which include actual figures as of June 30, 2003; and (i) any Guaranty required by Section 5.15 Table of Contents together with such Guarantors’ organizational documents and certificates of existence and good standing from the state of its organization; and to the further condition that, at the time of the initial Loan, all legal matters incident to the transactions herein contemplated shall be satisfactory to ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel for the Agent.
First Loan. In addition to the matters described in Section 3.1 hereof, the obligation of the Lenders to make the first Loan under this Agreement is subject to the receipt by the Lenders of each of the following, in Proper Form: (a) this Agreement, executed by the Borrower and the Lenders; (b) the Notes, executed by the Borrower; (c) the Fifth Amended and Restated Guaranty, dated as of the date hereof, executed by the Guarantors; (d) a certificate executed by the Secretary or Assistant Secretary of each Obligor dated as of the date hereof as to the resolutions of such Person authorizing the execution of the Credit Documents and as to the incumbency of the officers of such Person; (e) a certificate from the Secretary of State or other appropriate public official of the state of organization of each Obligor as to the continued existence and good standing of such Obligor; (f) a certificate from the appropriate public official of every state where the location of the Obligor’s Property requires it to be qualified to do business as to the due qualification and good standing of such Obligor; (g) a legal opinion from independent counsel for the Obligors as to the matters set forth on Exhibit D acceptable to the Lenders; (h) an Officer’s Certificate in the form of Exhibit A for the calendar quarter ending March 31, 2021; (i) such documentation and other information requested by Lenders in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, (j) an amendment to the 2020 PNC Term Loan Agreement, in form and substance reasonably satisfactory to Agent, which shall make corresponding amendments and other modifications to the 2020 PNC Term Loan Agreement that are substantially and substantively similar to the changes being made to this Agreement on the Effective Date and (k) the termination of the Existing Credit Agreement; and to the further condition that, at the time of the initial Loan, all legal matters incident to the transactions herein contemplated shall be satisfactory to ▇▇▇▇▇▇ & Bird LLP, counsel for the Agent.
First Loan. In addition to the matters described in Section 3.1 hereof, the obligation of the Lenders to make the first Loan under this Agreement is subject to the receipt by the Lenders of each of the following, in Proper Form: (a) the Notes, executed by the Borrower; (b) a certificate executed by the Secretary or Assistant Secretary of each Obligor dated as of the date hereof as to the resolutions of such Person authorizing the execution of the Credit Documents and as to the incumbency of the officers of such Person; (c) a certificate from the Secretary of State or other appropriate public official of the state of organization of each Obligor as to the continued existence and good standing of such Obligor; (d) a certificate from the appropriate public official of every state where the location of the Obligor's Property requires it to be qualified to do business as to the due qualification and good standing of such Obligor; (e) a legal opinion from independent counsel for the Obligors as to the matters set forth on Exhibit D acceptable to the Lenders; and (f) an Officer's Certificate in the form of Exhibit A; and to the further condition that, at the time of the initial Loan, all legal matters incident to the transactions herein contemplated shall be satisfactory to ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel for the Agent.
First Loan. (a) In the case of the first Loan proposed to be made hereunder to the Borrower:
(i) the Bank shall have received an opinion of counsel to the Borrower and the Guarantor (which counsel may be an employee of the Borrower or the Guarantor) addressed to the Bank and in form satisfactory to the Bank in its reasonable judgment, to the effect that:
(A) each of the Borrower and the Guarantor has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with corporate power under the laws of such State to enter into this Agreement, to borrow money as contemplated by this Agreement and deliver the Note (in the case of the Borrower), to extend the Guarantee (in the case of the Guarantor), and to carry out the provisions of this Agreement and (in the case of the Borrower) the Note;
(B) this Agreement has been duly authorized, executed and delivered by each of the Borrower and the Guarantor and, assuming due authorization, execution and delivery hereof by the Bank, is a valid and binding agreement of each of the Borrower and the Guarantor enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws relating to or affecting creditors' rights generally and by general equitable principles regardless of whether such enforceability is considered in a proceeding in equity or at law;
(C) the Note has been duly authorized by the Borrower, and when duly executed and delivered by the Borrower, will be a valid and binding obligation of the Borrower enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws relating to or affecting creditors' rights generally and by general equitable principles regardless of whether such enforceability is considered in a proceeding in equity or at law;
(D) the execution, delivery and performance by each of the Borrower and the Guarantor of this Agreement and (in the case of the Borrower) the Note will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under (in each case material to the Borrower or the Guarantor, as the case may be, and its subsidiaries considered as a whole), or result in the creation or imposition of any lien, charge or encumbrance (in each case material to the Borrower or the Guarantor, as the case may be, and its subsidiaries considered as a whol...
First Loan. In addition to the matters described in Section 3.1 hereof, the obligation of any Lender to make the initial Loan on the date thereof (the “Effective Date”) is subject to the satisfaction of the following conditions precedent:
(a) The Agent shall have received on or before the Effective Date the following, each dated such day (unless otherwise specified), in Proper Form and (except for the Notes) in sufficient copies for each Lender:
i. Counterparts to this Agreement executed by the Company and each Lender;
ii. The Notes payable to the order of the Lenders to the extent requested by the Lenders pursuant to the terms hereof;
iii. The Guaranty and the Contribution Agreement duly executed and delivered by each Guarantor as of the Effective Date;
iv. Certified copies of the resolutions of the board of directors (or equivalent body) of each Loan Party approving the Transaction and each Loan Document to which it is or is to be a party.
v. a security agreement in substantially the form of Exhibit G-A authorized and executed by the parties thereto.
vi. copies of proper financing statements in respect of all the Loan Parties, together with evidence that such financing statements have been presented for filing on or before the Effective Date in all jurisdictions that the Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Security Agreement A, covering the Collateral described therein.
vii. A copy of a certificate of the Secretary of State of the jurisdiction of incorporation of each Loan Party, dated reasonably near the Effective Date certifying (A) as to a true and correct copy of the charter of such Loan Party and each amendment thereto on file in such Secretary’s office and (B) that (1) such amendments are the only amendments to such Loan Party’s charter on file in such Secretary’s office, (2) such Loan Party has paid all franchise taxes to the date of such certificate and (3) such Loan Party is duly incorporated and in good standing or presently subsisting under the laws of the State of the jurisdiction of its incorporation.
viii. A certificate of each Loan Party signed on behalf of such Loan Party by its secretary or any assistant secretary, dated the Effective Date (the statements made in which certificate shall be true on and as of the Effective Date), certifying as to (A) the absence of any amendments to the charter of such Loan Party since the date of the Secretary of State...
First Loan. As conditions precedent to Lender's obligation to make the first Loan hereunder:
(1) The Company shall have delivered or shall have had delivered to Lender, in form and substance satisfactory to Lender, each of the following:
(i) A duly executed copy of the Commitment Letter;
(ii) A duly executed copy of this Agreement;
(iii) A duly executed copy of the Security Agreement;
(iv) A duly executed master promissory note evidencing the Loans;
(v) Duly executed copies of the Additional Collateral Documents and all other security agreements, financing statements, and other documents, instruments, and agreements, properly executed, deemed necessary or appropriate by Lender, in its sole discretion, to create in favor of Lender a perfected first security interest in and lien upon the Collateral; and
(vi) Such credit applications, financial statements, corporate borrowing resolutions and authorizations and such information concerning the Company, any Guarantors, or its or their business, operations, and conditions (financial and otherwise) as Lender may request including without limitation counsel opinion letters, in form satisfactory to Lender, of counsel for the Company and Guarantors.
(2) All acts, conditions, and things (including without limitation, the obtaining of any necessary regulatory approvals and the making of any required filings, recordings, or registrations) required to be done and performed and to have happened precedent to the execution, delivery, and performance of the Loan Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms shall have been done and performed and shall have happened in due and strict compliance with all applicable laws.
(3) All documentation in connection with the transactions contemplated by the Loan Documents, including, without limitation, documentation for corporate and legal proceedings shall be satisfactory in form and substance to Lender and its counsel.
First Loan. (a) The aggregate principal balance, plus accrued but unpaid interest, on the First Loan shall be converted in the Offering into shares of Orion Common Stock at a conversion price per share equal to the per share price paid by new investors in the Offering (the “Offering Price”). As described in the PPM, the Offering Price is presently anticipated to be One Dollar Fifty Five Cents ($1.55) per share.
(b) Upon closing of the Transaction, the First Warrant shall become exerciseable, automatically and without further action on the part of either Dara or Medivation, to purchase shares of Orion Common Stock at the Offering Price per share. For purposes of the termination provisions of the First Warrant, the Transaction will be deemed not to constitute a “Change of Control” of Medivation, with the consequence that the First Warrant will remain exercisable following completion of the Transaction in accordance with its terms, except for the change in underlying security and purchase price specified in this Section 1(b).
First Loan. The obligation of each Lender to make the first Loan hereunder is subject to the satisfaction of the following conditions precedent:
First Loan. Alpharma shall have made the First Loan to the Company under the Loan Agreement and any other Loan properly requested by the Company to be made on or prior to the Closing Date.