Initial Borrowing Date Clause Samples

Initial Borrowing Date. On the Initial Borrowing Date: (a) The Administrative Agent shall have received the favorable written opinions of Weil, Gotshal & ▇▇▇▇▇▇ LLP and Freshfields, counsel for the Borrowers, and ▇▇. ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, General Counsel of Sotheby's Holdings, Inc. dated the Initial Borrowing Date and addressed to the Lenders, the Administrative Agent and the Issuing Bank to the effect set forth in Exhibits D-1 and D-2, respectively; the Borrowers hereby instruct such counsel to deliver such opinions to the Administrative Agent. (b) All legal matters incident to this Agreement and the borrowings hereunder shall be satisfactory to the Lenders and to Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent. (c) The Administrative Agent shall have received such evidence as it shall reasonably have requested as to the power and authority of Holdings and each Subsidiary to enter into and perform its obligations under each Loan Document to which it is party and as to the due execution and delivery of each such Loan Document. (d) The Administrative Agent shall have received a certificate of Holdings, dated the Initial Borrowing Date and signed by a Financial Officer of Holdings, confirming compliance with the conditions precedent set forth in paragraphs (b), (c) and (d) of Section 4.01. (e) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Initial Borrowing Date. (f) The Administrative Agent shall have received a completed Borrowing Base Certificate dated as of a recent date and signed by a Financial Officer on behalf of Holdings. (g) The Collateral and Guarantee Requirement shall have been satisfied at or prior to the earlier of (i) the Initial Borrowing Date and (ii) March 10, 2000. (h) The Collateral Agent shall have received the results of such lien searches as it shall reasonably have requested, together with copies of the financing statements (or similar documents) disclosed by such searches, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) are permitted under Section 6.01 or have been released. (i) The Collateral Agent shall have received a Perfection Certificate dated the Initial Borrowing Date and duly executed by a Financial Officer of Holdings.

Initial Borrowing Date. The obligation of each Lender to make Loans on the Initial Borrowing Date is subject to the satisfaction of each of the following conditions:

Initial Borrowing Date. 64 SECTION 4.02. Each Credit Event....................................................66

Initial Borrowing Date. The Initial Borrowing Date shall have occurred on or prior to May 21, 2018.

Initial Borrowing Date. The obligations of the Lenders to make Advances, and of each Issuing Bank to issue Letters of Credit, hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.08) and subject to satisfaction of the conditions set forth in this Section 4.02:

Initial Borrowing Date. In connection with the execution and delivery of the Foreign Security Agreements, the respective Foreign Credit Parties shall take such actions as may be necessary or desirable under local law (as advised by local counsel) to create, maintain, effect, perfect, preserve and protect the security interests granted (or purported to be granted) thereby (including, without limitation, taking actions analogous to those described in Section 5.11 with respect to the Security Agreement Collateral described in the U.S. Security Agreement and in Section 5.13 with respect to the Mortgages covering U.S. Mortgaged Properties), in each case to the extent customary in connection with secured transactions under the laws of the respective jurisdiction or deemed necessary or desirable by the Administrative Agent based on advice of local counsel. Part C of Schedule XI sets forth all Foreign Security Agreements to be executed and delivered on the Initial Borrowing Date.

Initial Borrowing Date. On or prior to the Conspec Acquisition Date, the Initial Borrowing Date shall have occurred.