Conditions Precedent to Agreement Date. The effectiveness of this Agreement and the obligation of each Lender to make its Pro Rata Share of the Term Loan on the Agreement Date, is subject to the satisfaction of the following conditions precedent:
Conditions Precedent to Agreement Date. The effectiveness of this Agreement and the obligation of each Lender to make the Loans hereunder and the obligation of any Issuing Bank to issue the initial Letters of Credit, is subject to the satisfaction of the following conditions precedent:
Conditions Precedent to Agreement Date. The Agreement shall be effective, as of the Agreement Date, upon the satisfaction of the following the conditions precedent:
Conditions Precedent to Agreement Date. The effectiveness of this Agreement and the obligation of each Lender to make the initial Loans hereunder is subject to the satisfaction of the following conditions precedent: (a) The Administrative Agent shall have received, on or before the Agreement Date, the following, each dated such date (unless otherwise specified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified): (i) This Agreement, duly executed and delivered by AGCO, the Borrowers, the Administrative Agent and each Initial Lender; (ii) The Fee Letter, duly executed and delivered by AGCO; (iii) Each of the Guaranty Agreements duly executed by each Person specified on Schedule G, each such Guaranty Agreement to be in form and substance satisfactory to the Administrative Agent; (iv) Certified copies of the resolutions of the Board of Directors of each Borrower and Guarantor approving the execution and delivery of the Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Loan Documents; (v) Such documents and certificates as Administrative Agent may reasonably request relating to the organization, existence and good standing (or the equivalent in the applicable jurisdiction) of each Loan Party, the authorization of the Transactions, the identity, authority and capacity of each Responsible Employee authorized to act on behalf of a Loan Party in connection with the Loan Documents and any other legal matters relating to the Loan Parties, this Agreement, the other Loan Documents or the Transactions; (vi) A Notice of Borrowing executed and delivered by AGCO to Administrative Agent pursuant to Section 2.2(a) with respect to the initial funding of the Loans to be made on the Agreement Date; and (vii) A favorable opinion of (A) Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP, counsel to the Loan Parties and (B) internal counsel to AGCO BV; (b) The Administrative Agent shall be satisfied that no default exists under AGCO Revolving Credit Agreement; (c) There shall not have occurred any event, development or circumstance since December 31, 2021 (x) that has caused or could reasonably be expected to cause a material adverse condition or material adverse change in or affecting (i) the condition (financial or otherwise), results of operation, assets, properties or liabilities (actual or contingent) of AGCO and its respective Subsidiaries, taken as a whole; (i...
Conditions Precedent to Agreement Date. The effectiveness of this Agreement and the obligation of each Lender to make the Loans hereunder and the obligation of any Issuing Bank to issue the initial Letters of Credit, is subject to the satisfaction of the following conditions precedent: (a) The Administrative Agent shall have received a copy of the Deed of Transfer of Shares showing that all shares in AGCO-Distribution owned by the Borrowers and their Affiliates have been transferred to Persons not Affiliated with Borrower; (b) The Administrative Agent shall have received, on or before the Agreement Date, the following, each dated such date (unless otherwise specified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified):
