Conditions Precedent to Agreement. The obligation of Lender to enter into and perform this Agreement and to make Revolving Credit Loans is subject to the following conditions precedent:
(a) Lender shall have received two (2) originals of this Agreement and all other Loan Documents required to be executed and delivered at or prior to Closing (other than the Note, as to which Lender shall receive only one original), executed by Borrower and any other required Persons, as applicable.
(b) Lender shall have received all searches and good standing certificates required by Section 3.5.
(c) Borrower shall have complied and shall then be in compliance with all the terms, covenants and conditions of the Loan Documents.
(d) There shall have occurred no Event of Default and no event which, with the giving of notice or the lapse of time, or both, could constitute such an Event of Default.
(e) The representations and warranties contained in Article IV shall be true and correct.
(f) Lender shall have received copies of all board of directors resolutions of Borrower, and other corporate action taken by Borrower to authorize the execution, delivery and performance of the Loan Documents and the borrowing of the Loan thereunder, as well as the names and signatures of the officers of Borrower authorized to execute documents on its behalf in connection herewith, all as also certified as of the date hereof by Borrower's chief financial officer, and such other papers as Lender may require.
(g) Lender shall have received copies, certified as true, correct and complete by a corporate officer of each Borrower, of the articles of incorporation of each Borrower, with any amendments to any of the foregoing, and all other documents necessary for performance of the obligations of Borrower under this Agreement and the other Loan Documents.
(h) Lender shall have received a written opinion of counsel for Borrower, dated the date hereof, in the form of Exhibit D.
(i) Lender shall have received such financial statements, reports, certifications, and other operational information required to be delivered hereunder, including without limitation an initial borrowing base certificate calculating the Borrowing Base.
(j) Lender shall have received the Commitment Fee.
(k) The Lockbox and the Concentration Account shall have been established.
(l) Lender shall have received a certificate of Borrower's chief financial officer, dated the Closing Date, certifying that all of the conditions specified in this Section have been fulfilled.
Conditions Precedent to Agreement. This Amendment shall become effective only upon satisfaction in full in the reasonable judgment of the Agent of each of the following conditions:
(a) Agent shall have received an amendment to the Newcastle Note in form and substance satisfactory to Agent, duly executed by the parties thereto, and the same shall be in full force and effect.
(b) Agent shall have received a certificate from the Secretary of each Borrower attesting to the incumbency and signatures of specific officers of such Borrower authorized to execute Loan Documents.
(c) After giving effect to this Amendment, the representations and warranties herein and in the Credit Agreement and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date, on and as of such earlier date).
(d) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, Agent, or any Lender.
(e) Borrower shall pay concurrently with the closing of the transactions evidenced by this Amendment, all Lender Group Expenses then payable pursuant to Section 17.10 of the Credit Agreement.
(f) No Default or Event of Default shall have occurred and be continuing on the effective date of this Amendment, nor shall either result immediately after the consummation of the transactions contemplated herein.
(g) Agent shall have received payment in full in immediately available funds of the Amendment Fee described in Section 4 of this Amendment.
Conditions Precedent to Agreement. The obligations of the Parties and the effectiveness of this Agreement are subject to satisfaction of each of the following (the date upon which all such conditions are satisfied, the “Effective Date”): (x) execution and delivery of signature pages for the Plan Funding Agreement and the Amended Shared Services Agreements by each of the parties thereto; and (y) execution and delivery of signature pages for this Agreement by each of the Company, the Plan Investor and the Consenting Lenders (who, in any event, shall hold not less than 66.67% of the Obligations under each of the Convertible Notes Indenture, the Bridge Credit Agreement and the Intercompany Credit Agreement).
Conditions Precedent to Agreement. This Agreement is subject to the conditions precedent that (i) each of the conditions precedent to the execution, delivery and effectiveness of each other Operative Document (other than a condition precedent in any such other Operative Document relating to the effectiveness of this Agreement) shall have been fulfilled, and (ii) the Purchaser shall have received each of the following, on or before the Closing Date, each (unless otherwise indicated) dated as of the Closing Date or such other recent date acceptable to the Purchaser and each in form and substance satisfactory to the Purchaser:
Conditions Precedent to Agreement. Except as the Fund and the Accredited Entity may otherwise agree, this Agreement shall be effective from the date upon which the Fund dispatches to the Accredited Entity a notice of its acceptance of the evidence required by Clause 2.02 below.
Conditions Precedent to Agreement. 11 3.02. Conditions Precedent to Ongoing Purchases......................................13 3.03. Effect of Payment of Purchase Price and/or Contribution........................13
Conditions Precedent to Agreement. Each of the following is a condition precedent, except as may be waived in accordance with Section 11.3, to the effectiveness of this Agreement and to this Agreement amending and restating the Original Loan Agreement in its entirety:
(a) all requisite corporate or company action and proceedings in connection with this Agreement and the other Financing Agreements shall be satisfactory in form and substance to Agent, and Agent shall have received all information and copies of all documents, including, without limitation, records of requisite corporate or company action and proceedings which Agent may have requested in its Permitted Discretion in connection therewith, such documents where requested by Agent in its Permitted Discretion or its counsel to be certified by appropriate corporate or company officers or Governmental Authorities;
(b) no material adverse change shall have occurred in the assets, business or prospects of Borrowers since the date of Agent’s latest field examination and no change or event shall have occurred which would impair the ability of any Borrower or any Obligor to perform its obligations hereunder or under any of the other Financing Agreements to which it is a party or of Agent to enforce the Obligations or realize upon the Collateral;
(c) Agent shall have received, in form and substance reasonably satisfactory to Agent, the Term Notes duly executed and delivered by Borrowers;
(d) Agent shall have received an Information Certificate duly executed and delivered by each Borrower;
(e) Agent shall have received, in form and substance reasonably satisfactory to Agent, and reviewed to its reasonable satisfaction, UCC, tax lien, litigation, bankruptcy and intellectual property searches from all offices that Agent deems appropriate in its sole discretion;
(f) Agent shall have received, in form and substance satisfactory to Agent, an opinion letter of counsel to Borrowers and Obligors with respect to the Financing Agreements and such other matters as Agent may reasonably request;
(g) Agent shall have received such endorsements to its loan policy of title insurance for its deed of trust against the Real Estate, as amended, as it shall reasonably request;
(h) Agent shall have received the Fee Letter duly executed and delivered by Borrowers;
(i) Borrowers shall have Excess Availability of at least $10,000,000 after giving effect to the effectiveness of this Agreement; and
(j) All other documents and legal matters in connection with the transa...
Conditions Precedent to Agreement. This Agreement shall be effective only upon the approval of this Agreement by the Commission. The parties shall coordinate their efforts and cooperate with one another to seek this approval as expeditiously as possible.
Conditions Precedent to Agreement. The obligation of Lender to enter into and perform this Agreement and to make Revolving Credit Loans is subject to the following conditions precedent:
Conditions Precedent to Agreement. A. The Parties (defined herein as both RMSM and Union; each is also referred to separately as a Party) agree and recognize that all of the events below in this Paragraph A are essential considerations and are the conditions precedent for this Agreement. The Parties recognize this Agreement is conditioned upon and is not effective unless and until all of the numbered events below occur. This Agreement shall be deemed effective and of full force and validity on the date that the last condition precedent occurs, hereafter referred to as "Effective Date." The Parties further agree that conditions precedent numbers 1 and 2 below shall occur before any other conditions precedent.
1. This Agreement is approved within 30 days of the Tentative Agreement Date ("TAD") by New CF&I Inc.'s Shareholders and Board of Directors. The Company will provide written notification to the Union within 2 days after the occurrence of this condition precedent.
2. This Agreement is approved within a reasonable period of time by any lenders, bankers, bondholders, or others with a financial stake in the Company who will be entitled to input on the settlement due to the financial costs to be incurred by the Company under this Agreement. The Company will provide written notification to the Union within 2 days after the occurrence of this condition precedent.
