Conditions of Initial Loan Sample Clauses

Conditions of Initial Loan. The obligation of each Lender to make its initial Loan hereunder 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 telecopies (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) executed counterparts of this Agreement and the Guaranty (if any), sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may 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 from the Secretary of State (or similar, applicable Governmental Authority) as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of (A) Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Loan Parties and the Loan Documents as the Administrative Agent or the Required Lenders may reasonably request; and (B) local counsel to each Foreign Subsidiary, addressed to the Administrative Agent and each Lender, as to such matters concerning the pledge, if any, of each such Subsidiary’s Equity Interests under the Security Agreement occurring on the Closing Date, as the Administrative Agent or the Required Lenders may reasonably r...
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Conditions of Initial Loan. The obligation of Administrative Agent and Lenders to make the initial Revolving Loan (including, for the avoidance of doubt, the deemed issuances of Letters of Credit in replacement of, or as a backstop for, letters of credit of the Borrower or the other Credit Parties outstanding on the Closing Date) hereunder is subject to satisfaction of the following conditions precedent: (a) Administrative Agent shall have received all of the following, each of which shall be originals, telecopies or other electronic transmissions (followed promptly by originals) unless otherwise specified, each properly executed by an Authorized Officer of the signing Credit 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 Administrative Agent: (i) executed counterparts of this Agreement the Security Agreement, the Trademark Security Agreement and the Copyright Security Agreement required by Administrative Agent to be executed on the Closing Date; (ii) a Revolving Note executed by Borrower registered in the name of Administrative Agent, for the benefit of the Lenders; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Authorized Officers of each Credit Party as Administrative Agent may require evidencing the identity, authority and capacity of each Authorized Officer thereof authorized to act as an Authorized Officer in connection with this Agreement and the other Loan Documents to which such Credit Party is a party; (iv) such Organization Documents and certifications as Administrative Agent may reasonably require to evidence that each Credit Party is duly organized or formed, and that each Credit Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) [reserved]; (vi) a solvency certificate from the chief financial officer of the Borrower on behalf of the Borrower in the form attached hereto as Exhibit H certifying that the Borrower and its subsidiaries on a consolidated basis after giving effect to the Transactions to occur on the Closing Date, are solvent; (vii) a certificate, dated the Closing Date and signed by an Authoriz...
Conditions of Initial Loan. The obligation of the Banks to make the initial Loan after the Closing Date is subject to the satisfaction of all of the following conditions precedent: 4.
Conditions of Initial Loan. The effectiveness of this Agreement and the obligation of each Bank and Administrative Agent to amend and restate the Prior Credit Agreement, to make Loans hereunder and the obligation of the Issuing Bank to issue Letters of Credit hereunder, are subject to the condition that Administrative Agent shall have received all of the following, in form and substance satisfactory to Administrative Agent and each Bank, and in sufficient copies for each Bank:
Conditions of Initial Loan. The obligation of the Banks to make the initial Loan hereunder shall be subject to the satisfaction of the conditions precedent, in addition to the applicable conditions precedent set forth in Section 6.2 below, that the Agent shall have received all of the following, in form and substance satisfactory to the Agent, each duly executed and certified or dated as of the date of this Agreement or such other date as is satisfactory to the Agent: (a) The Notes payable to each Bank executed by a duly authorized officer (or officers) of the Borrower. (b) The Guaranty, duly executed by the Guarantor. (c) A certificate or certificates of the Secretary or an Assistant Secretary of the Borrower and the Guarantor, attesting to and attaching (i) a copy of the corporate resolution of the Borrower and the Guarantor authorizing the execution, delivery and performance of the Loan Documents, (ii) an incumbency certificate showing the names and titles, and bearing the signatures of, the officers of the Borrower and the Guarantor authorized to execute the Loan Documents, (iii) a copy of the Articles or Certificate of Incorporation of the Borrower and the Guarantor with all amendments thereto, and (iv) a copy of the By-Laws of the Borrower and the Guarantor with all amendments thereto.
Conditions of Initial Loan. This Agreement shall become effective, and shall govern Loans made and Letters of Credit issued under the Existing Credit Agreement and further Loans and Letters of Credit to be made hereunder, subject to the satisfaction of the conditions precedent, in addition to the applicable conditions precedent set forth in Section 6.2 below, that the Agent shall have received all of the following, in form and substance satisfactory to the Agent, each duly executed and certified or dated as of the date of this Agreement or such other date as is satisfactory to the Agent and the following shall have occurred: (a) The Notes (if any) duly executed by the Borrower. (b) A certificate or certificates of the Secretary or an Assistant Secretary of the Borrower, attesting to and attaching (i) a copy of the corporate resolution of the Borrower authorizing the execution, delivery and performance of the Loan Documents, (ii) an incumbency certificate showing the names and titles, and bearing the signatures of, the officers of the Borrower authorized to execute the Loan Documents, (iii) a copy of the Articles or Certificate of Incorporation of the Borrower with all amendments thereto, and (iv) a copy of the By-Laws of the Borrower with all amendments thereto.
Conditions of Initial Loan. Notwithstanding any other provision of this Agreement, the Bank shall not be required to disburse or make the Term Loan or the initial Revolving Loan, if any of the following conditions shall have occurred:
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Conditions of Initial Loan. The obligation of each Lender to make its initial Loan hereunder 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 telecopies (followed promptly by originals) unless otherwise specified, each properly executed, if applicable, by the President of the Borrower or a Responsible Officer of the Guarantors and 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:
Conditions of Initial Loan. The obligation of the Bank to make the initial Loan hereunder shall be subject to the prior or simultaneous fulfillment of each of the following conditions:
Conditions of Initial Loan. The obligation of the Bank to make the initial Loan hereunder is subject to the condition that the Bank has received on or before the Closing Date all of the following, in form and substance satisfactory to the Bank:
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