CONDITIONS OF INITIAL EXTENSION OF CREDIT. The obligation of Bank to extend any credit contemplated by this Agreement is subject to the fulfillment to Bank's satisfaction of all of the following conditions:
CONDITIONS OF INITIAL EXTENSION OF CREDIT. The obligation of Lender to make the initial Advance and any other initial extension of credit under this Agreement is subject to the fulfillment to Lender’s satisfaction of each of the following conditions:
(a) all Loan Documents and all other documents relating to this Agreement will have been executed and delivered, and Lender will have received copies of each Loan Party’s organizational documents, satisfactory authorizing resolutions, recent good standing certificates for each Loan Party and recent certificates of status with respect to each Loan Party issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Loan Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which shall indicate that such Loan Party is in good standing in such jurisdictions;
(b) Lender will have confirmed to its satisfaction that there has been no Material Adverse Change since the date of the last financial statements provided to Lender;
(c) Uniform Commercial Code and other Lien and background searches and all Uniform Commercial Code and other filings deemed necessary by Lender with respect to each Loan Party will have been completed and will have confirmed Lender’s first-priority Liens in the Collateral and the results thereof will be otherwise satisfactory to Lender;
(d) [Reserved];
(e) no Default or an Event of Default will have occurred;
(f) Lender shall have received all financial information of each Loan Party required by this Agreement, including, without limitation, all financial projections requested by Lender, in form and substance acceptable to Lender (including as to scope and underlying assumptions);
(g) Lender will have completed its business, legal, and collateral due diligence, including (i) a collateral examination, appraisals and review of each Loan Party’s books and records and verification of each Loan Party’s representations and warranties to Lender, the results of which must be satisfactory to Lender, and (ii) completion of Patriot Act searches, OFAC/PEP searches and customary individual background checks searches for each Loan Party’s senior management and key principals and each other Loan Party, the results of which will be satisfactory to Lender;
(h) Lender will have obtained final credit approval;
(i) Lender shall have established cash management, operating accounts and collection accounts for each Borrower;
(j) evidence that each Loan Party will hav...
CONDITIONS OF INITIAL EXTENSION OF CREDIT. The obligation of Lenders to extend any credit contemplated by this Agreement is subject to the fulfillment to Administrative Agent’s satisfaction of all of the following conditions:
CONDITIONS OF INITIAL EXTENSION OF CREDIT. The obligation of Bank to grant any of the Credits is subject to fulfillment to Bank's satisfaction of all of the following conditions:
CONDITIONS OF INITIAL EXTENSION OF CREDIT. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Closing Date”) on which the following conditions precedent have been satisfied or waived in accordance with Section 10.01 (and the obligation of each Lender to make an Advance on the occasion of the Initial Extension of Credit hereunder is subject to the satisfaction (or waiver in accordance with Section 10.01) of such conditions precedent before or concurrently with the Closing Date):
(a) The Administrative Agent shall have received the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, with each Loan Document 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 reasonably satisfactory to the Administrative Agent:
(i) Executed counterparts of this Agreement.
(ii) The Notes payable to the order of the Lenders to the extent requested by the Lenders pursuant to the terms of Section 2.18.
(iii) A security agreement in substantially the form of Exhibit D hereto (the “Security Agreement”), duly executed by each Loan Party, together with:
(A) certificates representing the Initial Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Initial Pledged Debt referred to therein, indorsed in blank,
(B) proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary in order to perfect and protect the first priority liens and security interests created under the Security Agreement, covering the Collateral described in the Security Agreement,
(C) completed Lien searches, dated on or before the Closing Date, listing all effective financing statements (according to the applicable filing office) filed in the jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of such financing statements,
(D) the Intellectual Property Security Agreement duly executed by each Loan Party,
(E) evidence of the insurance required by the terms of the Security Agreement,
(F) with respect to any Material Account, a Deposit Account Control Agreement referred to in the Security Agreement, duly executed by the applicable Loan Parties and each Pledged Account Bank ...
CONDITIONS OF INITIAL EXTENSION OF CREDIT. The obligation of each Lender to make its initial Extension of Credit hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by Administrative Agent and Lenders, 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 applicable Credit Party, each dated on, or in the case of third party certificates, recently before the Closing Date and each in form and substance satisfactory to Administrative Agent, Lenders and their legal counsel:
(i) executed counterparts of this Agreement, sufficient in number for distribution to Administrative Agent, Lenders and Borrower;
(ii) the Notes executed by Borrower in favor of each Lender, each in a principal amount equal to such Lender’s Commitment;
(iii) the Multi-Party Guaranty;
(iv) the General Security Agreement, together with such certificates, stock powers, registrations and other supporting documents as Administrative Agent shall reasonably require;
(v) the Intellectual Property Security Agreement together with such certificates, stock powers, registrations and other supporting documents as Administrative Agent shall reasonably require;
(vi) the UK Pledge Agreement together with such certificates, stock powers, registrations and other supporting documents as Administrative Agent shall reasonably require;
(vii) [Intentionally Reserved];
(viii) the original Fee Letter;
(ix) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of Borrower as Administrative Agent may require to establish the identities of and verify the authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer thereof;
(x) such evidence as Administrative Agent and any Lender may reasonably require to verify that each Credit Party is duly organized or formed, validly existing, in good standing and qualified to engage in business in such jurisdiction(s) as specified in Section 5.1, including certified copies of such Credit Party’s certificates of good standing and/or qualification to engage in business, tax clearance certificates, and the like;
(xi) a certificate signed by a Responsible Officer of Borrower (A) that the representations and warranties made by Borrower herein are true and correct on and as of the Closing Date (except to the extent such rep...
CONDITIONS OF INITIAL EXTENSION OF CREDIT. The obligation of each Lender to make the initial Extension of Credit is subject to satisfaction of the following conditions precedent:
CONDITIONS OF INITIAL EXTENSION OF CREDIT. The obligation of Bank to make any loans or extend any credit hereunder is subject to the fulfillment to Bank's satisfaction of all of the following conditions (the date upon which all such conditions are satisfied or waived in writing by the Bank being referred to herein as the "Closing Date"):
CONDITIONS OF INITIAL EXTENSION OF CREDIT. The obligation of Lender to make a Term Loan on the Initial Borrowing Date is subject to the satisfaction of the condition precedent that Lender shall have received on or before such date, the following items in form and substance satisfactory to Lender and its counsel executed where appropriate by a duly authorized officer of Borrower:
CONDITIONS OF INITIAL EXTENSION OF CREDIT. The obligation, if any, of Bank to make the initial Reducing Line of Credit Advance and any contemporaneous issuance of Letters of Credit is subject to the fulfillment to Bank’s satisfaction of all of the following conditions:
