Common use of Conditions of Initial Loans, etc Clause in Contracts

Conditions of Initial Loans, etc. The occurrence of the Effective Date and the obligation of the Bank to make the initial Revolving Loans hereunder, or of the Bank to issue the initial Letter of Credit 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 Bank shall have received all of the following, in form and substance satisfactory to the Bank, each duly executed and certified or dated the date of the initial Loans or such other date as is satisfactory to the Bank: (a) The Note appropriately completed and duly executed by the Borrower; (b) The Security Agreement, the Pledge Agreement appropriately completed and duly executed by the Borrower; (c) UCC-1 Financing Statements in a form acceptable to the Bank; (d) Recent UCC searches from the filing offices in all states required by the Bank which reflect that no Person holds a Lien in any Loan Party’s assets other than Permitted Liens; (e) A certificate of the Secretary of each Loan Party having attached: (i) a copy of the corporate resolution of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Loan Party is a party, certified by the Secretary or an Assistant Secretary of such Loan Party; (ii) an incumbency certificate showing the names and titles, and bearing the signatures of, the officers of such Loan Party authorized to execute the Loan Documents to which such Loan Party is a party; and (iii) a copy of the bylaws of such Loan Party with all amendments thereto; (f) A copy of the articles or certificate of incorporation of each Loan Party with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its incorporation as of a date acceptable to the Bank; (g) Certificates of good standing for each Loan Party in the jurisdiction of its incorporation and such other states as, in accordance with the standards set forth in Section 7.1, such Loan Party is required to qualify to do business, certified by the appropriate governmental officials as of a date acceptable to the Bank; (h) An opinion of counsel to the Loan Parties, addressed to the Bank, in form and substance satisfactory to the Bank; (i) Evidence of insurance for all insurance required by the Loan Documents; and (j) Such other approvals, opinions or documents as the Bank may reasonably request.

Conditions of Initial Loans, etc. The occurrence of the Effective Date and the obligation of the Bank Banks to make the initial Revolving Loans hereunder, or of the U. S. Bank to issue the initial Letter of Credit 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 Administrative Bank shall have received all of the following, in form and substance satisfactory to the BankBanks, each duly executed and certified or dated the date of the initial Loans or Letter of Credit or such other date as is satisfactory to the BankBanks: (a) The Note Notes appropriately completed and duly executed by the Borrower; (b) The Security Agreement, the Pledge Agreement other Loan Documents appropriately completed and duly executed by the Borrowereach Loan Party which is a party thereto; (c) UCC-1 Financing Statements in a form acceptable to the BankBanks appropriately completed and duly executed by the Borrower and each Borrowing Affiliate; (d) Recent UCC searches from the filing offices in all states required by the Bank Banks which reflect that no Person holds a Lien in any Loan Party’s of the Borrower's or any of its Subsidiaries' assets other than Permitted Liens; (e) A certificate of the Secretary secretary or any assistant secretary of each Loan Party having attached: attached (ia) a copy of the corporate resolution of such Loan Party the Borrower authorizing the execution, delivery and performance of the Loan Documents to which such Loan Party is a party, certified by the Secretary or an Assistant Secretary of such Loan Party; (ii) an incumbency certificate showing the names and titles, and bearing the signatures of, the officers of such Loan Party authorized to execute the Loan Documents to which such Loan Party is a party; and (iii) a copy of the bylaws of such Loan Party with all amendments thereto; (f) A copy of the articles or certificate of incorporation of each Loan Party with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its incorporation as of a date acceptable to the BankAdministrative Bank and the Banks; (g) Certificates of good standing for each Loan Party in the jurisdiction of its incorporation and such other states as, in accordance with the standards set forth in Section 7.1, such Loan Party is required to qualify to do business, certified by the appropriate governmental officials as of a date acceptable to the BankAdministrative Bank and the Banks; (h) An opinion of counsel to the Loan Parties, addressed to the BankAdministrative Bank and the Banks, in form and substance satisfactory to the BankAdministrative Bank and the Banks; (i) An officer's certificate in a form provided by the Administrative Bank executed by the chief financial officer or treasurer of the Borrower; (j) Evidence of insurance for all insurance required by the Loan Documents; (k) A Borrowing Base Certificate for the Loan Parties as of a date satisfactory to the Administrative Bank and the Banks appropriately completed and duly executed by the Borrower; (l) A letter signed by the Borrower instructing the Banks as to payment of the proceeds of the initial Revolving Loans; (m) Evidence of payment of the Origination Fee; (n) Evidence satisfactory to the Administrative Bank and the Banks that: (i) the Series A Preferred Stock Designation Amendment has become effective in accordance with its terms; (ii) the Borrower has received equity contributions from the issuance of the Series B Preferred Stock of not less than $18,000,000.00 in immediately available funds pursuant to the Series B Share Agreement; and (iii) the Borrower has assumed the "Assumed Leases"described in Section 1.2(c) of the Quadrus Purchase Agreement and Schedule 1.2(c) thereto; (o) A copy of the Transaction Documents, each in form and substance satisfactory to the Administrative Bank and the Banks and certified as a true and correct copy by the Secretary of the Borrower; (p) Evidence satisfactory to the Administrative Bank and the Banks that: (i) all conditions precedent to the consummation of any of the Transactions have been satisfied or waived; (ii) all necessary regulatory approvals to the consummation of the Transactions have been obtained; (iii) no litigation exists relating to the Transactions; and (iv) contemporaneously with the Borrower's receipt of the proceeds of the initial Revolving Loans, the Transactions will be consummated in full in accordance with the terms of the Transaction Documents; (q) A pro forma balance sheet for the Borrower prepared by the Borrower based on the Borrower's internally prepared balance sheet satisfactory to the Administrative Bank and the Banks, taking into account the consummation of the Transactions and the receipt of the proceeds of the Loans and the Series B Preferred Stock, describing all significant assumptions employed in connection therewith and certifying that all accounting entries necessary to account for the Transactions are reflected therein; (r) Projections of the Borrower's financial performance on an annual basis for each fiscal year through the Borrower's 2002 fiscal year prepared by management of the Borrower in form and substance satisfactory to the Administrative Bank and the Banks including, without limitation, a statement by the Borrower's chief financial officer or treasurer stating the assumptions upon which the Borrower relied in preparing said projections and that such projections were prepared in good faith and represent, on the date of this Agreement, the good faith opinion of the Borrower's management as to the most probable course of business of the Borrower on the basis of the assumptions which are set forth therein; (s) Evidence that all consideration payable by the Borrower in connection with the Transactions to the Quadrus Seller, as the case may be, and other costs of consummating the Transactions does not exceed the amount set forth on Schedule 1.1(g) attached hereto; and (jt) Such other approvals, opinions or documents as the Administrative Bank or any Bank may reasonably request.

Conditions of Initial Loans, etc. The occurrence of the Effective Date and the obligation of the Bank to make the initial Revolving Loans hereunder, or of and the Bank to issue the initial Letter of Credit hereunder, Term Loan hereunder shall be subject to the satisfaction of the conditions precedent, in addition to the applicable conditions precedent set forth in Section SECTION 6.2 below, that the Bank shall have received all of the following, in form and substance satisfactory to the Bank, each duly executed and certified or dated the date of the initial Loans or such other date as is satisfactory to the Bank: (a) The Note Notes appropriately completed and duly executed by the Borrower; (b) The Security Agreement, the UK Pledge Agreement and the Swiss Pledge Agreement appropriately completed and duly executed by the BorrowerBorrower and the Subsidiary Guaranty appropriately completed and duly executed by Compex; (c) UCC-1 Financing Statements in a form acceptable to the BankBanks appropriately completed and duly executed by the Borrower; (d) Recent UCC searches from the filing offices in all states required by the Bank Banks which reflect that no Person holds a Lien in any Loan Party’s 's assets other than Permitted Liens; (e) A certificate of the Secretary of each Loan Party having attached: (i) a copy of the corporate resolution of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Loan Party is a party, certified by the Secretary or an Assistant Secretary of such Loan Party; (ii) an incumbency certificate showing the names and titles, and bearing the signatures of, the officers of such Loan Party authorized to execute the Loan Documents to which such Loan Party is a party; and (iii) a copy of the bylaws of such Loan Party with all amendments thereto; (f) A copy of the articles or certificate of incorporation of each Loan Party with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its incorporation as of a date acceptable to the BankBanks; (g) Certificates of good standing for each Loan Party in the jurisdiction of its incorporation and such other states as, in accordance with the standards set forth in Section SECTION 7.1, such Loan Party is required to qualify to do business, certified by the appropriate governmental officials as of a date acceptable to the BankBanks; (h) An opinion of counsel to the Loan Parties, addressed to the Bank, in form and substance satisfactory to the Bank; (i) A No Default Certificate in a form provided by the Bank executed by the chief financial officer or treasurer of the Borrower; (j) Evidence of insurance for all insurance required by the Loan Documents; (k) A copy of the Transaction Documents, each in form and substance satisfactory to the Bank and certified as a true and correct copy by the Secretary of the Borrower; (l) Evidence satisfactory to the Bank that: (i) all conditions precedent to the consummation of the Transactions have been satisfied or waived; (ii) all necessary regulatory approvals to the consummation of the Transactions have been obtained; (iii) no litigation exists relating to the Transactions; and (iv) contemporaneously with the Borrower's receipt of the proceeds of the initial Revolving Loans and the Term Loan, the Transactions will be consummated in full in accordance with the terms of the Transaction Documents; (m) A pro forma balance sheet for the Borrower prepared by the Borrower based on the Borrower's internally prepared balance sheet satisfactory to the Bank, taking into account the consummation of the Transactions and the receipt of the proceeds of the Loans, which pro forma balance sheet has been delivered to the Bank; (n) A letter signed by the Borrower instructing the Bank as to payment of the proceeds of the Loans; (o) Receipt in immediately available funds of the Origination Fee; (p) Projections of the Borrower's financial performance on an annual basis for each fiscal year through the Borrower's 2004 fiscal year prepared by management of the Borrower in form and substance satisfactory to the Bank, which projects have been previously delivered to the Bank; (q) Evidence that all consideration payable by the Borrower in connection with the Transactions to the "Sellers" or any other Person pursuant to the Share Purchase Agreement and that the Transaction Fees and other costs of consummating the Transactions does not exceed the amount set forth on SCHEDULE B attached hereto and incorporated herein by reference; (r) A pay-off letter from Norwest Bank Minnesota, N.A. ("Norwest") in a form acceptable to the Bank appropriately completed and duly executed by Norwest; (s) A Mortgagee Consent in a form acceptable to the Bank appropriately completed and duly executed by Norwest; (t) Evidence satisfactory to the Bank that all credit facilities to Compex or any of its Subsidiaries shall be terminated upon the consummation of the Borrower's purchase of the shares of Compex pursuant to the Share Purchase Agreement and that all Indebtedness thereunder will be paid in full and all Liens on Compex's or any of its Subsidiaries' property securing such credit facilities shall be released upon such termination and payment; and (ju) Such other approvals, opinions or documents as the Bank may reasonably request.

Conditions of Initial Loans, etc. The occurrence of the Effective Date and the obligation of the Bank -------------------------------- Banks to make the initial Revolving Loans hereunder, or of the U. S. Bank to issue the initial Letter of Credit 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 Administrative Bank shall have received all of the ----------- following, in form and substance satisfactory to the BankBanks, each duly executed and certified or dated the date of the initial Loans or Letter of Credit or such other date as is satisfactory to the BankBanks: (a) The Note Notes appropriately completed and duly executed by the Borrower; (b) The Security Agreementother Loan Documents, the Pledge Agreement if any, appropriately completed and duly executed by the Borrowereach Loan Party which is a party thereto; (c) UCC-1 Financing Statements in a form acceptable to the Bank; (d) Recent UCC searches from the filing offices in all states required by the Bank which reflect that no Person holds a Lien in any Loan Party’s assets other than Permitted Liens; (e) A certificate of the Secretary secretary or any assistant secretary of each Loan Party having attached: : (i) a copy of the corporate resolution of such Loan Party the Borrower authorizing the execution, delivery and performance of the Loan Documents to which such Loan Party is a party, certified by the Secretary or an Assistant Secretary of such Loan Party; (ii) an incumbency certificate showing the names and titles, and bearing the signatures of, the officers of such Loan Party authorized to execute the Loan Documents to which such Loan Party is a party; and (iii) a copy of the bylaws of such Loan Party with all amendments thereto; (fd) A copy of the articles or certificate of incorporation of each Loan Party with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its incorporation as of a date acceptable to the BankAdministrative Bank and the Banks; (ge) Certificates of good standing for each Loan Party in the jurisdiction Borrower from the respective Secretary of its incorporation States of the States of Delaware and such other states as, in accordance with the standards set forth in Section 7.1, such Loan Party is required to qualify to do business, certified by the appropriate governmental officials as of a date acceptable to the BankMinnesota; (hf) An opinion of counsel to the Loan Parties, addressed to the BankAdministrative Bank and the Banks, in form and substance satisfactory to the BankAdministrative Bank and the Banks; (ig) An officer's certificate in a form provided by the Administrative Bank executed by the chief financial officer or treasurer of the Borrower; (h) Evidence of insurance for all insurance required by the Loan Documents; and; (ji) Such other approvals, opinions or documents A letter signed by the Borrower instructing the Banks as to payment of the Bank may reasonably request.proceeds of the initial Revolving Loans;