Conditions of Credit Extension. The obligation of the Lenders to make the Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) The Agent’s receipt of the following items, each properly executed by a Responsible Officer of the signing Loan Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Agent and its legal counsel:
(i) executed counterparts of this Agreement and each of the Security Instruments;
(ii) A Note executed by the Borrowers in favor of each Lender that requests a Note;
(iii) such certificates of resolutions or other action, incumbency certificates (including specimen signatures), and/or other certificates of Responsible Officers or the Secretary or Assistant Secretary of each Loan Party as the Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party;
(iv) such documents and certifications as the Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Borrower is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization and in any other jurisdiction in which the failure to be so qualified could reasonably be expected to have a Material Adverse Effect, including certified copies of each Loan Party’s Organization Documents, shareholders’ agreements, certificates of good standing and/or qualification to engage in business from each jurisdiction identified on Schedule 5.01 hereto;
(v) favorable opinions of DLA Piper LLP (US), Xxxxxx & Xxxxxxxxx LLP and XxXxxxxx LLP, counsel to the Loan Parties, each addressed to the Agent and the Lenders and their successors and assigns and as to the matters concerning the Loan Parties and the Loan Documents as the Agent may reasonably request;
(vi) certificates of Responsible Officers of the Borrower Agent or the applicable Loan Parties either (A) identifying all consents, licenses and approvals required in connection with the execution, delivery and performance by each Borrower and the validity against each such Loan Party of the Loan Documents to which it is a party, and stating that such consents, licenses and approvals shall be in full force and effect, and attaching true ...
Conditions of Credit Extension. The obligation of each Lender to make its Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
Conditions of Credit Extension. In addition to the satisfaction of all conditions precedent in Section 4.1, the obligation of each Lender to honor any Request for Credit Extension is subject to the following conditions precedent:
(a) The representations and warranties of each Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the extent any such representation or warranty is already qualified by materiality, in which case it shall be true and correct in all respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.2, the representations and warranties contained in subsections (a) and (b) of Section 5.5 shall be deemed to refer to the most recent statements, if any, furnished pursuant to clauses (a) and (b), respectively, of Section 6.1.
(b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.
(c) Since the Petition Date, no Material Adverse Effect shall have occurred;
(d) The proposed Credit Extension complies with the Budget and the Bankruptcy Court Orders;
(e) The Administrative Agent shall have received a Request for Credit Extension in accordance with the requirements hereof.
(f) After giving effect to the proposed Credit Extension, the aggregate principal amount of Loans advanced under this Agreement shall not exceed the Bankruptcy Court Order Period Cap.
(g) The Administrative Agent shall be satisfied that it has been granted, and still continues to hold, as the case may be, for the benefit of the Administrative Agent and the Lenders, a perfected, first priority Lien on and security interest in all of the Collateral and is subject to a DIP Superpriority Claim.
(h) There shall exist no claim, action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or Governmental Authority and which is not stayed by the automatic stay which relates to the Loans and which, in the opinion of the Administrative Agent, has any reasonable likelihood of having a Material Adverse Effect.
(i) The Bankruptcy Court Order Period shall have not ended. Each Request for Credi...
Conditions of Credit Extension. 53 4.02 Conditions to all Credit Extensions........................55
Conditions of Credit Extension. The obligation of the L/C Issuer and each Lender to make Credit Extensions hereunder on the Closing Date is subject to satisfaction of the following conditions precedent:
(a) The Administrative Agent's receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) a fully executed counterpart of each of this Agreement, each of the Security Instruments and the Guaranty, promptly followed by the delivery to the Lender of four
Conditions of Credit Extension. The obligation of each Lender to make the Credit Extension hereunder on the Closing Date is subject to satisfaction of the following conditions precedent (it being understood and agreed that all such conditions were satisfied on the Closing Date):
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, if applicable, each dated such date (or, in the case of certificates of governmental officials, a recent date before such date) and each in form and substance satisfactory to the Administrative Agent and the Lenders:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower;
Conditions of Credit Extension. The effectiveness of this Agreement to obligate the Lenders to make the Term Loan hereunder is subject to the satisfaction of the following conditions:
Conditions of Credit Extension. The obligation of each Lender to make the Loan and purchase Notes hereunder on the Closing Date is subject to satisfaction of the following conditions precedent:
Conditions of Credit Extension. 84 ARTICLE V
Conditions of Credit Extension. The obligation of each Lender to make its Credit Extension hereunder is subject to satisfaction of the following conditions precedent except as otherwise agreed between the Borrower and the Administrative Agent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or electronic transmission in .pdf format (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel:
(i) executed counterparts of this Agreement and the Guaranty by each Loan Party and Lender, as applicable;
(ii) an original Note executed by the Borrower in favor of each Lender that has requested a Note;
(iii) such certificates (including a certificate substantially in the form of Exhibit G) of resolutions or other corporate action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date, and including certification of final copies of the Senior Loan Documents (other than the fee letter relating thereto) and documentation evidencing the Equity Contribution;
(iv) an opinion from Fulbright & Xxxxxxxx L.L.P., New York counsel to the Loan Parties, substantially in the form of Exhibit F;
(v) a certificate attesting to the Solvency of the Loan Parties (taken as a whole) on the Closing Date after giving effect to the Transaction, from the Chief Financial Officer or an authorized person performing similar function of the Borrower;
(vi) (A) the representations and warranties of the Company and its Subsidiaries contained in the Acquisition Agreement that are material to the interests of the Lenders, but only to the extent that the Borrower has the right to terminate its obligations under the Acquisition Agreement as a result of a breach of any such representations by the Borrower (determined without regard to whether any notice is required to be delivered by the Borrower) and (B) the representations and warranties of the Borrower in Sections 5.01(a), (b) and (c), 5.02, 5.04, 5.15 and 5.18, (and corresponding representations in any othe...
