Common use of Closing Date Advances Clause in Contracts

Closing Date Advances. The obligation of each Closing Date Lender to make Advances on and after the Closing Date, and the obligation of the Issuing Lender to issue additional Letters of Credit (as applicable), is subject to the following conditions precedent, each of which shall be satisfied prior to the making of any further Advances or the issuance of the additional Letters of Credit (as applicable) (unless all of the Closing Date Lenders, in their sole and absolute discretion, shall agree otherwise): (a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs): (1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Closing Date Lenders and Borrower; (2) Notes executed by Borrower in favor of each Closing Date Lender, each in a principal amount equal to that Lender’s Commitment; (3) the Swing Line Documents executed by Borrower; (4) with respect to Borrower, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of Borrower, its qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform the Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including certified copies of articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions or other applicable authorization documents, incumbency certificates, Certificates of Responsible Officials, and the like; (5) the Opinion of Counsel; (6) one or more Requests for Borrowing, Requests for Letters of Credit or Requests for Continuation/Conversion, as applicable; (7) a Certificate signed by a Senior Officer of Borrower certifying that the conditions specified in Sections 8.1(d) and 8.1(e) have been satisfied; and (8) such other assurances, certificates, documents, consents or opinions as the Administrative Agent and/or any Closing Date Lender reasonably may require. (b) The fees payable on or before the Closing Date pursuant to Section 3.3 shall have been paid. (c) The reasonable costs and expenses of the Administrative Agent in connection with the preparation of this Agreement and each of the other Loan Documents prepared in connection therewith payable pursuant to Section 11.3, and invoiced to Borrower prior to the Closing Date, shall have been paid. (d) The representations and warranties of Borrower contained in Article 4 shall be true and correct in all material respects. (e) Borrower and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and giving effect to the any Advances made, or Letters of Credits issued, on the Closing Date, no Default or Event of Default shall have occurred and be continuing. (f) All legal matters relating to the Loan Documents shall be reasonably satisfactory to Sheppard, Mullin, Xxxxxxx & Xxxxxxx LLP, special counsel to Lender. (g) The Closing Date shall have occurred on or before June 6, 2005.

Closing Date Advances. The obligation of each Closing Date Lender to make Advances on and after the Closing Date, and the obligation of the Issuing Lender to issue additional Letters of Credit (as applicable), is subject to the following conditions precedent, each of which shall be satisfied prior to the making of any further Advances or the issuance of the additional Letters of Credit (as applicable) (unless all of the Closing Date Lenders, in their sole and absolute discretion, shall agree otherwise): (a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs): (1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Closing Date Lenders and Borrower; (2) Notes executed by Borrower in favor of each Closing Date Lender, each in a principal amount equal to that Lender’s 's Commitment; (3) the Swing Line Documents executed by Borrower; (4) with respect to Borrower, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of Borrower, its qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform the Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including certified copies of articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions or other applicable authorization documents, incumbency certificates, Certificates of Responsible Officials, and the like; (5) the Opinion of Counsel; (6) one or more Requests for Borrowing, Requests for Letters of Credit or Requests for Continuation/Conversion, as applicable; (7) a Certificate signed by a Senior Officer of Borrower certifying that the conditions specified in Sections 8.1(d) and 8.1(e) have been satisfied; and (8) such other assurances, certificates, documents, consents or opinions as the Administrative Agent and/or any Closing Date Lender reasonably may require. (b) The fees payable on or before the Closing Date pursuant to Section 3.3 shall have been paid. (c) The reasonable costs and expenses of the Administrative Agent in connection with the preparation of this Agreement and each of the other Loan Documents prepared in connection therewith payable pursuant to Section 11.3, and invoiced to Borrower prior to the Closing Date, shall have been paid. (d) The representations and warranties of Borrower contained in Article 4 shall be true and correct in all material respects. (e) Borrower and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and giving effect to the any Advances made, or Letters of Credits issued, on the Closing Date, no Default or Event of Default shall have occurred and be continuing. (f) All legal matters relating to the Loan Documents shall be reasonably satisfactory to Sheppard, Mullin, Xxxxxxx & Xxxxxxx LLP, special counsel to Lender. (g) The Closing Date shall have occurred on or before June 6, 2005.

Closing Date Advances. The obligation of each Closing Date Lender to make Advances on and after the Closing Date, and the obligation of the Issuing Lender to issue additional Letters of Credit (as applicable), is subject to the following conditions precedent, each of which shall be satisfied prior to the making of any further Advances or the issuance of the additional Letters of Credit (as applicable) (unless all of the Closing Date Lenders, in their sole and absolute discretion, shall agree otherwise): (a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs): (1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Closing Date Lenders and Borrower; (2) Notes executed by Borrower Xxxxxxxx in favor of each Closing Date Lender, each in a principal amount equal to that LenderXxxxxx’s Commitment; (3) the Swing Line Documents executed by BorrowerXxxxxxxx; (4) with respect to Borrower, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of Borrower, its qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform the Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including certified copies of articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions or other applicable authorization documents, incumbency certificates, Certificates of Responsible Officials, and the like; (5) the Opinion of Counsel; (6) one or more Requests for Borrowing, Requests for Letters of Credit or Requests for Continuation/Conversion, as applicable; (7) a Certificate signed by a Senior Officer of Borrower certifying that the conditions specified in Sections 8.1(d) and 8.1(e) have been satisfied; and (8) such other assurances, certificates, documents, consents or opinions as the Administrative Agent and/or any Closing Date Lender reasonably may require. (b) The fees payable on or before the Closing Date pursuant to Section 3.3 shall have been paid. (c) The reasonable costs and expenses of the Administrative Agent in connection with the preparation of this Agreement and each of the other Loan Documents prepared in connection therewith payable pursuant to Section 11.3, and invoiced to Borrower prior to the Closing Date, shall have been paid. (d) The representations and warranties of Borrower contained in Article 4 shall be true and correct in all material respects. (e) Borrower and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and giving effect to the any Advances made, or Letters of Credits issued, on the Closing Date, no Default or Event of Default shall have occurred and be continuing. (f) All legal matters relating to the Loan Documents shall be reasonably satisfactory to SheppardXxxxxxxx, MullinXxxxxx, Xxxxxxx & Xxxxxxx LLP, special counsel to Lender. (g) The Closing Date shall have occurred on or before June 6, 2005.

Closing Date Advances. The obligation of each Closing Date Lender to make Advances the Advance to be made by it on and after the Closing Date, and the obligation of the Issuing Lender to issue additional Letters of Credit (as applicable), Date is subject to the following conditions precedent, each of which shall be satisfied prior to the making of any further Advances or the issuance of the additional Letters of Credit (as applicable) such Advance (unless all of the Closing Date Lenders, in their sole and absolute discretion, shall agree otherwise): (a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs): (1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Closing Date Lenders and Borrower; (2) Notes a Note executed by Borrower in favor of each Closing Date Lender, each Lender in a principal amount equal to that such Lender’s Commitment; (3) the Swing Line Documents Subsidiary Guaranty executed by Borrowerthe Guarantors; (4) the Pledge Agreement executed by the Pledgors; (5) the Pledged Collateral, together with executed undated stock powers (or the equivalent) relating thereto and any and all Intercompany Notes, endorsed in blank; (6) the Security Agreement executed by Borrower and its Subsidiaries; (7) such financing statements on Form UCC-1 with respect to the Collateral Documents as the Administrative Agent may request; (8) The Deposit Account Control Agreement with respect to the Cash Balance Account executed by Borrower, the “Bank” as therein defined and the Administrative Agent. (9) with respect to Borrower and its Subsidiaries, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of Borrowereach such Person, its their qualification to engage in business in each material jurisdiction in which it is they are engaged in business or required to be so qualified, its their authority to execute, deliver and perform the Loan Documents to which it is a PartyParty (if any), the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including certified copies of articles of incorporation and amendments thereto, articles of organization and amendments thereto, operating agreements and amendments thereto, bylaws and amendments theretothereto (or updates to such organizational documents, as agreed to by the Administrative Agent), certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions or limited liability company resolutions or other applicable authorization documents, incumbency certificates, Certificates of Responsible Officials, and the like. Without limitation of the foregoing, Borrower shall have taken such action as is necessary and appropriate to establish that the size of its Board of Directors shall not exceed nine (9) members; (510) the Opinion Opinions of Counsel; (6) one or more Requests for Borrowing, Requests for Letters of Credit or Requests for Continuation/Conversion, as applicable; (711) a Certificate signed by a Senior Officer of Borrower certifying that the conditions specified in Sections 8.1(d8.1(k) and 8.1(e8.1(l) have been satisfied; (12) Projections of the Borrower and its Subsidiaries (including monthly Net Income and monthly EBITDA projections) for each month from the month after the Closing Date through (and including) December, 2006; and (8) 13) such other assurances, certificates, documents, consents or opinions as the Administrative Agent and/or any Closing Date Lender reasonably may require. (b) The fees payable on or before Stockholders’ Agreement shall have been amended and restated in a manner acceptable to the Administrative Agent and the Closing Date Lenders pursuant to Section 3.3 which, among other things (i) Alkhaleej and Rich shall be added as parties thereto, (ii) each of Camden Partners and Rich shall agree that so long as any portion of the Advances is outstanding or Alkhaleej shall beneficially hold not less than 75% of the Series A Warrants issued to it on the Closing Date or 75% of the shares of Borrower’s common stock issued pursuant to exercise of such Warrants, each of Camden Partners and Rich will vote its shares to elect Alwaleed Aldryann as a Preferred Director of Borrower, (iii) each of Camden Partners and Rich shall agree to vote its shares for the remaining directors in accordance with the slate proposed by the Governance Committee of Borrower’s Board of Directors, and (iv) within eighteen (18) months after the Closing Date, Borrower shall cause a new independent member of Borrower’s Board of Directors who is acceptable to the holders of the Series B Stock to have been paidelected to replace one of Sxxxxx Xxxxx, Dxxxx Xxxxxxxxxx, Bxxx Xxxxxx or Rxxxxxx Xxxxxxx. (c) Borrower shall have exchanged all of the issued and outstanding shares of Series A Stock for Series B Stock pursuant to the Preferred Stock Exchange Agreement, and each of Camden Partners shall have provided to Borrower a full release of any claims that it may have arising out of the execution, delivery and performance of the Series A Stock Purchase Agreement. (d) Each of the Closing Date Lenders shall have received its Pro Rata Share of the Warrants. The parties hereto agree that the aggregate value of the Warrants as of the Closing Date is $25,000.00. (e) Alkhaleej shall have received from Borrower an exclusive contingent license, in form and substance acceptable to Alkhaleej, to continue to use Borrower’s name in each geographic location where Alkhaleej is then operating a Borrower franchise, exercisable in the event Borrower shall be dissolved or liquidated. (f) Each of the Closing Date Lenders shall have concurrently funded its full Commitment amount. (g) The Administrative Agent shall be reasonably satisfied that, upon the filing of the financing statements described in Section 8.1(a)(7) with the appropriate Governmental Agencies, the Administrative Agent (on behalf of the Lenders) will hold a first priority perfected Lien in the Collateral described respectively therein subject only to Permitted Encumbrances and other encumbrances permitted pursuant to Section 6.9. (h) The Administrative Agent shall have completed and received all audits, inspections and examinations as deemed necessary in the Administrative Agent’s reasonable opinion with respect to the Collateral, the books and records of Borrower and its Subsidiaries, the financial and business condition and operations of Borrower and its Subsidiaries and the transactions contemplated hereby. (i) The corporate structure of Borrower and its Subsidiaries shall be reasonably satisfactory to the Closing Date Lenders. (j) The reasonable costs and expenses of the Administrative Agent and the Closing Date Lenders in connection with the preparation of this Agreement and each of the other Loan Documents prepared in connection therewith payable pursuant to Section 11.3, and invoiced to Borrower prior to the Closing Date, shall have been paid. (dk) The representations and warranties of Borrower contained in Article 4 shall be true and correct in all material respects. (el) Borrower and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and giving effect to the any Advances made, or Letters of Credits issued, on the Closing DateAdvances, no Default or Event of Default shall have occurred and be continuing. (fm) All legal matters relating to the Loan Documents shall be reasonably satisfactory to Sheppard, Mullin, Xxxxxxx Hxxxx & Xxxxxxx Hxxxxxx LLP, special counsel to Lenderthe Administrative Agent. (g) The Closing Date shall have occurred on or before June 6, 2005.

Closing Date Advances. The obligation of each Closing Date Lender to make Advances on and after the Closing Date, and the obligation of the Issuing Lender to issue additional Letters of Credit (as applicable), is subject to the following conditions precedent, each of which shall be satisfied prior to the making of any further Advances or the issuance of the additional Letters of Credit (as applicable) (unless all of the Closing Date Lenders, in their sole and absolute discretion, shall agree otherwise): (a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs): (1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Closing Date Lenders and Borrower; (2) Notes executed by Borrower in favor of each Closing Date Lender, each in a principal amount equal to that Lender’s 's Commitment; (3) the Swing Line Documents executed by Borrower; (4) with respect to Borrower, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of Borrower, its qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform the Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including certified copies of articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions or other applicable authorization documents, incumbency certificates, Certificates of Responsible Officials, and the like; (5) the Opinion of Counsel; (6) one or more Requests for Borrowing, Requests for Letters of Credit or Requests for Continuation/Conversion, as applicable; (7) a Certificate signed by a Senior Officer of Borrower certifying that the conditions specified in Sections 8.1(d) and 8.1(e) have been satisfied; and (8) such other assurances, certificates, documents, consents or opinions as the Administrative Agent and/or any Closing Date Lender reasonably may require8.1. (b) The fees payable on or before the Closing Date pursuant to Section 3.3 shall have been paid. (c) The reasonable costs and expenses of the Administrative Agent in connection with the preparation of this Agreement and each of the other Loan Documents prepared in connection therewith payable pursuant to Section 11.3, and invoiced to Borrower prior to the Closing Date, shall have been paid. (d) The representations and warranties of Borrower contained in Article 4 shall be true and correct in all material respects. (e) Borrower and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and giving effect to the any Advances made, or Letters of Credits issued, on the Closing Date, no Default or Event of Default shall have occurred and be continuing. (f) All legal matters relating to the Loan Documents shall be reasonably satisfactory to Sheppard, Mullin, Xxxxxxx & Xxxxxxx LLP, special counsel to Lender. (g) The Closing Date shall have occurred on or before June 6, 2005.