Initial Credit Event Clause Samples
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Wh...
Initial Credit Event. Before or concurrently with the initial Credit Event on the Closing Date:
(a) the Administrative Agent shall have received this Agreement duly executed by the Loan Parties, the L/C Issuer, and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the Borr▇▇▇▇ ▇ated the date hereof and otherwise in compliance with the provisions of Section 2.10;
(c) the Administrative Agent shall have received the Security Agreement duly executed by the relevant Loan Parties and (i) to the extent certificated, original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests in the Guarantors and each Subsidiary of the Borrower (if any) that is a Guarantor (ii) stock powers executed in blank and undated with respect to the foregoing stock certificates, (iii) UCC financing statements to be filed against each Loan Party, as debtors, in favor of the Administrative Agent, as secured party, (iv) patent, trademark, and copyright collateral agreements to the extent requested by the Administrative Agent, and (v) a duly completed and executed Perfection Certificate;
(d) the Administrative Agent shall have received evidence of insurance (including, without limitation, environmental liability insurance) in form and substance reasonably satisfactory to the Administrative Agent;
(e) the Administrative Agent shall have received copies of each Loan Party’s articles of incorporation (certified to as of a recent date by the office of the secretary of the state of such Loan Party’s incorporation or organization) and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary (or comparable Responsible Officer);
(f) the Administrative Agent shall have received copies of resolutions of each Loan Party’s board of directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on each Loan Party’s behalf, all certified in each instance by an authorized officer;
(g) the Administrative Agent shall have received copies of the certificates of good standing for each Loan Party (da...
Initial Credit Event. Before or concurrently with the first Credit Event:
(a) The Administrative Agent shall have received this Agreement duly executed by the Borrower, each Guarantor, the Administrative Agent, and each Bank;
(b) The Administrative Agent shall have received for each Bank in form and substance satisfactory to the Administrative Agent the favorable written opinion of (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇, Esquire, Deputy Global General Counsel to the Borrower and Guarantors, (ii) Loyens & Loeff, Dutch counsel to the Borrower, (iii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, English counsel to ▇▇▇▇▇ Lang LaSalle Limited, and (iv) Lovells, German counsel to ▇▇▇▇▇ ▇▇▇▇ LaSalle GmbH;
(c) The Administrative Agent shall have received for each Bank copies of the notarial deed of incorporation (including the articles of association) of the Borrower, certified by a Dutch civil law notary to be true copies and an original extract of the commercial register of the chamber of commerce of Amsterdam relating to the Borrower;
(d) The Administrative Agent shall have received copies of the Certificate of Incorporation and bylaws (or equivalent) of each Guarantor, certified in each instance by its secretary or an assistant secretary (or its equivalent);
(e) The Administrative Agent shall have received copies, certified by the secretary or assistant secretary (or its equivalent) of each Guarantor, of its board of directors' resolutions (or its equivalent) authorizing the execution of the Credit Documents to which it is a party;
(f) The Administrative Agent shall have received certificates, executed by the secretary or assistant secretary of each Guarantor, which shall identify by name and title and bear the signature of the partners or officers authorized to sign the Credit Documents to which it is a party;
(g) The Administrative Agent shall have received copies of the certificates of good standing (to the extent relevant) for each Guarantor (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization;
(h) The Administrative Agent shall have received to the extent requested by any Bank, such Bank's duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.9(d) hereof;
(i) The Administrative Agent shall have received for each Bank a list of the Borrower's Authorized Representatives;
(j) All legal matters incident to the execution and delivery of the Credit Documents shall be satisfactory ...
Initial Credit Event. The obligation of each Lender and the L/C Issuer to participate in the initial Credit Event hereunder is subject to satisfaction or waiver by the applicable party of the following conditions precedent: (a) The transactions contemplated by the Closing Date Acquisition Agreement shall be consummated substantially concurrently with the initial funding under the Credits in accordance with the terms of the draft Closing Date Acquisition Agreement (without any amendment, modification or waiver of any of the provisions thereof that would be materially adverse to the Lenders without the consent of Administrative Agent); provided that (i) a reduction in the purchase price under the Closing Date Acquisition Agreement shall not be deemed to be materially adverse to the Lenders or the Administrative Agent so long as such decrease is allocated to reduce the Term Loan Commitments, (ii) any purchase price adjustment expressly contemplated by the Closing Date Acquisition Agreement (including any working capital purchase price adjustment) shall not be considered an amendment or waiver of the Closing Date Acquisition Agreement and (iii) (A) any change to the definition of “Material Adverse Effect” contained in the Closing Date Acquisition Agreement shall be deemed to be materially adverse to Lenders, (B) any amendment of the minimum inside date for the “Closing Date” as defined and set forth in the Closing Date Acquisition Agreement shall be deemed to be materially adverse to the interests of the Lenders and the Administrative Agent, and (C) any amendment or modification to any of the provisions relating to the liability, jurisdiction or status as a third party beneficiary under the Closing Date Acquisition Agreement of the Lenders or the Administrative Agent shall be deemed to be
Initial Credit Event. Before or concurrently with the first Credit Event:
(a) The Administrative Agent shall have received this Agreement duly executed by Borrower, each Guarantor, and each Lender; (b) The Administrative Agent shall have received for each Lender in form and substance satisfactory to the Administrative Agent the favorable written opinion of (i) ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esquire, Global General Counsel to the Borrower and Guarantors, (ii) Loyens & Loeff, Dutch counsel to the Borrower, (iii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, English counsel to ▇▇▇▇▇ Lang LaSalle Limited, (iv) ▇▇▇▇▇ Lovells International LLP, German counsel to ▇▇▇▇▇ Lang LaSalle SE, and (v) the opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special Illinois counsel to the Borrower and Guarantors;
Initial Credit Event. Before or concurrently with the initial Credit Event:
Initial Credit Event. Prior to the first Credit Event hereunder:
(a) The Agent shall have received for each Bank the favorable written opinion of McDa▇▇ ▇. ▇▇▇▇▇, ▇▇I, Vice President, Secretary and General Counsel of Alle▇ ▇▇▇up, in substantially the form attached hereto as Exhibit C, and otherwise in form and substance satisfactory to the Banks;
(b) The Agent shall have received for each Bank copies (executed or certified as may be appropriate) of all legal documents or proceedings taken in connection with either Borrower's the execution and delivery of this Agreement and the Notes to the extent the Agent or the Required Banks may reasonably request;
(c) The Agent shall have received for the Banks copies of each Borrower's Certificate of Incorporation and bylaws, each certified by the relevant Borrower's Secretary or Assistant Secretary;
(d) The Agent shall have received from each Borrower a list of its Authorized Representatives and certified resolutions of its Board of Directors authorizing the execution and delivery of the Credit Documents and the consummation of the transactions contemplated thereby, together with a certification of the incumbency and specimen signatures of each of the officers of each Borrower executing Credit Documents on its behalf; and
(e) The 1994 Credit Agreement shall have been terminated and all outstanding Indebtedness thereunder shall have been paid in full.
Initial Credit Event. The obligation of Administrative Agent and Lenders to participate in any initial Credit Event hereunder is subject to satisfaction or waiver by Administrative Agent of the following conditions precedent:
Initial Credit Event. The obligation of each Lender to make its initial Loan is subject to the satisfaction of the following conditions on or prior to August 1, 1996:
Initial Credit Event. 8.2. All Credit Events ............................................